[Translation for Reference and Convenience Purposes Only]

Notice of Convocation of
the 93rd Ordinary General Meeting of Shareholders

Please note that the following is an unofficial English translation of Japanese original text of the Notice ofConvocation of the 93rd Ordinary General Meeting of Shareholders of Subaru Corporation. The Company
provides this translation for reference and convenience purposes only and without any warranty as to its
accuracy or otherwise. In the event of any discrepancy between this translation and the Japanese original,
the latter shall prevail.

[Translation for Reference and Convenience Purposes Only]

CEO’s message
Firstly, I would like to express my sincere gratitude for your support.
Looking back over the past year since becoming the president, we continued to experience parts supply
constraints in our automobile business in the first half of the fiscal year primarily due to semiconductor shortages.
There were also logistics constraints in the second half, but by tackling these challenges as a whole by collaboratingwith procurement, production, logistics, sales, etc., we were able to recover our global production volume to thepre-pandemic level of 970,000 units. As a result, we were able to increase our revenue and profit for the second
consecutive fiscal year. Revenue grew to 4.7029 trillion yen (24.6% yoy increase) and operating profit grew to468.2 billion yen (75.0% yoy increase). We were also able to turn our aerospace business profitable for the firsttime in four fiscal years, which had long suffered significant decline in demand.
We have also implemented various measures in the past year to promote our future growth. To thrive in this periodof major change in the automobile industry, we have launched our new management policy in August 2023 andannounced our plan to increase our BEV* sales ratio to 50% by 2030. To that end, we will continue to strongly
promulgate our Monozukuri Innovation and value creation. We have reformed our organization by newly establishing
the Monozukuri Division in October and newly establishing the Value Strategy Office and nominating five Chief X
Officers (CXO) in April 2024. In January 2024, we have also launched a development site called the Innovation Hub
in Ota City, Gunma Prefecture to facilitate an environment for creating new values in the hardware space through the
integration of development, manufacturing, and supply chain. From March to April, we have also announced ourpartnership with Aisin Corporation, Panasonic Energy Co., Ltd. and AMD. I have been sensing great promises fromthese initiatives that have been implemented since I took office. We also plan to introduce four BEV models into themarket by the end of 2026 by leveraging our alliance with Toyota Motor Corporation that we have deepened over theyears. We also plan on adding four more models by the end of 2028 for a total of eight models as our lineup.
As for our production system, we will begin producing, at our Kitamoto Plant in Saitama Prefecture around fallof 2024, the transaxles that will serve as the core unit for the next-generation e-BOXER with a horizontally opposedengine based on Toyota’s hybrid system. We plan to start a mixed flow production of gas engine vehicles and BEVs
at our Yajima Plant, Gunma Plant, and add a dedicated BEV line to our Oizumi Plant in or after 2027. We also plan
to produce next-generation e-BOXER vehicles in the United States. We will continue to act appropriately from theperspective of both flexibility and scalability based on the rate of BEV adoption and market trends.
Our focus is to make growth investments centered on electrification, provide stable returns to shareholders, andincrease the value of each share. In light of business performance and other factors, we would like to provide anannual dividend per share for the current fiscal year of 106 yen, which is a 30-yen increase compared to the initial
forecast and includes the commemorative dividend of 20 yen per share. We are also repurchasing up to 60 billion
yen of our treasury shares and will cancel them. To further share value with our shareholders, we are also expanding
the proportion of stock compensation in executive compensation and adding the relative TSR (vs. TOPIX growthrate including dividends) as one of its performance indicators.
We hope to have a continued support from our shareholders.

Atsushi Osaki
Representative Director, President and CEO* Battery Electric Vehicle-1-

[Translation for Reference and Convenience Purposes Only](Securities Code: 7270)
May 30, 2024
(Start date of electronic provision measures: May 22, 2024)

1-20-8, Ebisu, Shibuya-ku, Tokyo, Japan

Notice of Convocation of
the 93rd Ordinary General Meeting of Shareholders
To our Shareholders:
You are cordially invited to attend the 93rd Ordinary General Meeting of Shareholders of Subaru Corporation(the “Company”), to be held as set forth below.
Upon convening the General Meeting of Shareholders, the Company has taken measures for the electronic
provision of information contained in the reference documents for the General Meeting of Shareholders, etc.
(matters subject to measures for the electronic provision of information) and it is posted as “Notice of Convocationof the 93rd Ordinary General Meeting of Shareholders” on each of the following websites on the internet. Please
access any of those websites to view the information.
Company Website
https://www.subaru.co.jp/en/ir/stock/meeting.html
Website for materials for General Meeting of Shareholders
https://d.sokai.jp/7270/teiji/
The website of Tokyo Stock Exchange (TSE Listed Company Information Service)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=ShowIn the above Tokyo Stock Exchange website, search by the issue name (company name) “Subaru” or the ticker
code “7270,” and select “Basic Information” and then “Document for public inspection/PR information” to viewthe information.
Shareholders who are not attending the meeting in person may exercise their voting rights in advance via theInternet or in writing and they are kindly requested to do so by 6:00 p.m. on Tuesday, June 18, 2024, after reviewing
the reference documents for the General Meeting of Shareholders described below.
Sincerely,
Atsushi Osaki,
Representative Director, President and CEO

1 Date10 a.m., Wednesday, June 19, 2024 (Reception will start at 9 a.m.)

2 Venue

Ebisu Subaru Building, 1-20-8, Ebisu, Shibuya-ku, Tokyo, JapanEVENT SPACE EBiS303, Event Hall on the third floor
Matters for 1. Business report, consolidated financial statements, and reporting of results ofReportingaudits on consolidated financial statements by accounting auditors and theBoard of Corporate Auditors for the 93rd fiscal period (April 1, 2023 to March
31, 2024)
2. Report on non-consolidated financial statements for the 93rd fiscal period(April 1, 2023 to March 31, 2024)
Matters for Proposal No. 1: Approval of the Proposed Appropriation of Retained Earnings
Resolution Proposal No. 2: Election of Eight (8) Directors of the Board
Proposal No. 3: Election of One (1) Corporate Auditor
Proposal No. 4: Election of One (1) Substitute Corporate Auditor
Proposal No. 5: Determination of Compensation for Granting Restricted Stock to Directors
Proposal No. 6: Revision to Amount of Compensation to Corporate Auditors

3 Purposes-2-[Translation for Reference and Convenience Purposes Only]
4 Exercise of
Voting Rights

5 Other mattersconcerning
GeneralMeeting of
Shareholders[Exercise of Voting Rights by Mail]
Please indicate your vote for or against each of the proposals on the enclosed voting form, andreturn the form to the Company so that it arrives no later than 6:00 p.m., Tuesday, June 18,2024 (Japan time).
[Exercise of Voting Rights via the Internet]
Please access the “Website for the exercise of voting rights (https://soukai.mizuho-tb.co.jp/)”designated by the Company. This site is provided in Japanese only. Once on the site, please
enter the Voting Code and the Password provided on the right-hand side of the enclosed voting
form and follow the instructions on screen to complete your vote for or against each of the
proposals no later than 6:00 p.m., Tuesday, June 18, 2024 (Japan time).
[Matters for Acknowledgment]
In case that there is no indication of approval or disapproval for each proposal on the returned
Voting Form, the vote will be regarded as having indicated approval for proposals made by theCompany.
In case the voting rights are exercised in duplicate via the form and on internet, exercise of voting
rights on the internet will be deemed to be the effective vote. In case the voting right is exercised
multiple times via the internet, the last exercise shall be deemed to be the effective vote.
[To Institutional Investors]
An electronic voting platform is available as a method for exercising a vote right.
The documents being delivered also serves as the documents stating the matters subject tomeasures for the electronic provision of information delivered in response to request for
documents. Among the matters subject to measures for the electronic provision of information,
the following matters are not stated in the concerned documents in accordance with relevantlaws and regulations and the provisions of Article 15 of the Articles of Incorporation of theCompany. Instead, such matters are posted on the Company’s website, etc. on the Internet as“Matters Omitted in the Documents Accompanying the Notice of Convocation of the 93rd
Ordinary General Meeting of Shareholders.” The concerned documents, therefore, are part of
documents being audited by Corporate Auditors and Accounting Auditors upon preparation of
Audit Report. Consequently, the said documents are part of the documents that were auditedby the Corporate Auditors and Accounting Auditors upon preparing the Audit Report.
[1] “Main Businesses”, “Major Places of Business, Etc.”, “Main Lenders”, “Employees”, “BasicApproach to Corporate Governance”, “Summary of Company Organizational Bodies andKey Meetings”, “Policy and Procedures on Nomination of Candidates for Directors andCorporate Auditors”, “Outside Directors and Corporate Auditors”, “Summary of Contract
for Limitation of Liability”, “Summary of Directors and Officers Liability Insurance”,“Summary of Evaluation of the Effectiveness of the Board of Directors”, “Information on
Shares Issued by the Company”, “Information on Shares Held by the Company”,“Company Framework and Policies” and “Accounting Auditors” of Business Report[2] “Consolidated Statements of Financial Position”, “Consolidated Statements ofIncome”, “Consolidated Statement of Changes in Equity” and “Notes to Consolidated
Financial Statements” of Consolidated Financial Statements[3] “Non-consolidated Balance Sheet”, “Non-consolidated Statements of Income”,“Statement of Changes in Net Assets” and “Notes to Non-consolidated Financial
Statements” of Financial Statements[4] “Accounting Audit Report on Consolidated Financial Statements”, “Accounting Audit
Report on Non-consolidated Financial Statements” and “Board of Corporate Auditors’
Report” of Audit Report
Upon preparation of Audit Report, Corporate Auditors audited the [1], [2] and [3] above,and the Accounting Auditors audited the [2] and [3] above in addition to the Business
Report included in the documents being delivered.
Company Website https://www.subaru.co.jp/en/ir/stock/meeting.html
Website for materials for General Meeting of Shareholders https://d.sokai.jp/7270/teiji/Tokyo Stock Exchange Website https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=ShowIn case amendments are made to the matters subject to measures for the electronic provisionof information, details of the amendments will be posted on the above websites.

[To Institutional Investors]
ICJ, Inc.’s electronic voting platform is available as a method for exercising a voting right.
Deadline for exercising voting rights: 6 p.m., Tuesday, June 18, 2024-3-

[Translation for Reference and Convenience Purposes Only]

REFERENCE DOCUMENTS FOR THE EXERCISE OF VOTING RIGHTS
Proposal No. 1:

Approval of the Proposed Appropriation of Retained Earnings

As for the appropriation of surplus for the year under review, it is proposed as follows.
The Company positions returns to shareholders as an important managerial issue and its shareholder return policy
is to carry out stable and continuous dividend payment and flexible purchase of treasury stock to achieve 30 to 50%
in total payout ratio by comprehensively taking into account the business performance, investment plans, andbusiness environment for each fiscal period.
The Company would like to propose to increase the dividends for the 93rd fiscal period compared with its mostrecent forecast in the manner described below, taking into account the financial results for the fiscal year underreview and future business development.
1. Type of DividendCash¥58 per share of the Company’s common stock (ordinary dividend of ¥48 per share
2. The Matters Regarding theAssignment of the Dividend
Property to Shareholders andthe Total Amount Thereof

and commemorative dividend of ¥10 per share)

3. Effective Date

June 20, 2024

Total dividends: ¥43,627,259,192
The total annual dividend for the year under review would be ¥106 per share including
the paid interim dividend of ¥48 per share (ordinary dividend of ¥38 andcommemorative dividend of ¥10).

(Reference) Trends in Shareholder Returns（Billions of yen）
150.0

Total ordinary dividend

Commemorative dividend

Purchase of treasury stock¥60.0
billion

100.0

¥40.0
billion
50.0¥76
per share

Commemorative
dividend¥20

Ordinary
dividend¥56
per share¥56
per share

56.1%

61.3%

49.1%

36.3%

Dividend payout ratio 56.1%

61.3%

29.1%

20.8%

90th
FYE2021

91st
FYE2022

92nd
FYE2023

93rd
FYE2024(Planned)¥86
per share¥106
per share

0.0

Total payout ratio

Notes:1. The breakdown of annual dividend of ¥106 per share for the 93rd fiscal year is ordinary dividend of ¥86 per share andcommemorative dividend of ¥20.
2. See the timely disclosure “Notice Regarding Repurchase and Cancellation of Own Shares” dated May 13, 2024.
https://www.subaru.co.jp/news-en/2024_05_13_160443/-4-

[Translation for Reference and Convenience Purposes Only]

Proposal No. 2

Election of Eight (8) Directors of the Board

The terms of office of all eight (8) Directors of the Board will expire at the conclusion of this Ordinary General
Meeting of Shareholders. It is hereby proposed that eight (8) Directors of the Board be elected.
The Company nominates as the candidates for Directors individuals who have abundant experience, superior
abilities and knowledge, and high expertise appropriate for a Director of the Company in order to realize our vision,
effective corporate governance, sustainable growth, and corporate value improvement for the medium and long term.
To ensure fairness and transparency in decisions on executive appointments, the Executive Nomination Meeting, in
accordance with inquiries from Board of Directors, submits to the Board of Directors proposals on the nominationof officers sufficiently deliberated on and approved by its members, a majority of which is accounted for byindependent outside directors. These personnel matters are decided by resolution of the Board of Directors.
Candidates for the position of Director of the Board are as follows:
No.

Name

Current title
in the company

Attendance at
the Board of Directors
meetings for the year

Tenureas Director

1

Candidate forreelection

Atsushi
Osaki

Male

Representative Director,
President

13 of 13 meetings(100%)

3 years2

Candidate forreelection

FumiakiHayataMale

Representative Director,
Deputy President

13 of 13 meetings(100%)

3 years3

Candidate forreelection

TomomiNakamura

Male

Director, Chairman

13 of 13 meetings(100%)

6 years

4

Candidate forreelection

Katsuyuki
MizumaMale

Director,
Executive Vice President

13 of 13 meetings(100%)

3 years5

Candidate forreelection

TetsuoFujinuki

Male

Director,
Executive Vice President

10 of 10 meetings(100%)

1 yearMiwakoDoi

FemaleOutside Director

13 of 13 meetings(100%)

4 years

Fuminao
Hachiuma

Male

Outside Director

10 of 10 meetings(100%)

1 yearShigeru
Yamashita

Male

-

-

6

7

8

Candidate forreelection
OutsideIndependent
Candidate forreelection
OutsideIndependentNew
candidateOutsideIndependent-

Notes:
1. The candidates have no special interest relationships with the Company.
2. The attendance of Mr. Tetsuo Fujinuki and Mr. Fuminao Hachiuma at Board of Directors meetings during the year under review
covers only their attendance at Board of Directors meetings held after their appointment on June 21, 2023.
3. Each candidate other than new candidates is currently a Director of the Board, and the Company has entered into a directors andofficers liability insurance contract with an insurance company, under which these candidates are included in the list of insured
persons. The insurance policy covers compensation for damages and legal expenses to be borne by the insured in cases when
they receive a claim for damages as a result of their wrongful acts conducted in their capacity as directors and officers. However,there are certain liabilities that are not covered under the policy, such as those arising from actions performed knowing that it isa violation of law. The insurance premiums are fully borne by the Company, and the insured persons are not required to pay thepremiums in real terms. When their appointment is approved, each of the candidates will be included in the list of insured persons
under the insurance contract. The insurance contract will expire in the middle of each candidate’s term of office, and the Company
intends to renew the contract with similar terms and conditions.

-5-[Translation for Reference and Convenience Purposes Only]

No.

Name
(Date of Birth)

Biography, Posts and Main Fields of Responsibilities in the Company,
Number of
Significant Positions Concurrently Held, Reasons for Nominating
the Company’s
the Candidates for Directors of the Board, and Attendance at
Shares Heldthe Board of Directors Meetings during the Year under Review
Apr. 1988
Apr. 2007
Jun. 2011

Apr. 2016
Apr. 2017
Apr. 2018
Jan. 20191
Atsushi Osaki(April 19, 1962)

Apr. 2019

Candidate forreelection

Apr. 2020

Male

Apr. 2021

Jun. 2021

Apr. 2023
Jun. 2023

Joined the Company
General Manager,
Subaru Product & Portfolio Planning Division
General Manager,
Engineering Administration Department
Subaru Engineering Division
Vice President, Senior General Manager,
Subaru Quality Assurance Division
Vice President, Chief General Manager,
Subaru Quality Assurance Division
Senior Vice President, Chief General Manager,
Subaru Quality Assurance Division and CQO
Senior Vice President Chief General Manager,
Quality Assurance Division
Chief General Manager,
Customer Service Division and CQO
Executive Vice President
Chief General Manager,
Quality Assurance Division and CQO
Executive Vice President
Chief General Manager,
Quality Assurance Division and CQO
Director of Total Quality Management Office
Executive Vice President
Chief General Manager,
Subaru Manufacturing Division
Director, Executive Vice President,
Chief General Manager,
Subaru Manufacturing Division
Director, Executive Vice President
Representative Director President and CEO(to the present)[Continued to the next page]-6-

30,521 shares

[Translation for Reference and Convenience Purposes Only]

No.

Name
(Date of Birth)

Biography, Posts and Main Fields of Responsibilities in the Company,
Number of
Significant Positions Concurrently Held, Reasons for Nominating
the Company’s
the Candidates for Directors of the Board, and Attendance at
Shares Heldthe Board of Directors Meetings during the Year under Review[Continued from the previous page]

Atsushi Osaki(April 19, 1962)
1

Candidate forreelection
Male

Note:

(Main fields of responsibilities in the Company)(Significant Positions Concurrently Held)
Director, Subaru of Indiana Automotive, Inc. (SIA)
Director, Subaru of America, Inc. (SOA)(Reasons for nominating the candidate for Director of the Board)
Mr. Atsushi Osaki has abundant experience and knowledge
acquired through extensive service at the Company and the Group
companies mainly in the fields of technology, product planning,
quality, customer service and manufacturing areas. After assuming
the post of Representative Director, President and CEO in June
2023, he announced SUBARU’s vision for 2030 of global vehicle
sales of 1.2 million-plus units, with BEV* accounting for 50% of
those sales, as well as his determination for the five years till 2028
looking ahead to 2030, and has been pursuing initiatives aimed atbuilding the SUBARU Group’s foundation for a new era. In orderto realize the Group’s sustainable growth, we are nominating him
to serve as Director again, strongly expecting him to supervise
management considering interests of all stakeholders and demonstrateleadership to achieve the vision of a company delivering happinessto all.
(Attendance at the Board of Directors meetings during the year
under review)
13 of 13 meetings (100%)

30,521 shares

In addition to the Board of Directors meetings held in the above table, one resolution was adopted in writing that was deemed
to be a resolution of the Board of Directors in accordance with Article 370 of the Companies Act and the Articles ofIncorporation of the Company.

-7-

[Translation for Reference and Convenience Purposes Only]

No.

Name
(Date of Birth)

Biography, Posts and Main Fields of Responsibilities in the Company,
Number of
Significant Positions Concurrently Held, Reasons for Nominating
the Company’s
the Candidates for Directors of the Board, and Attendance at
Shares Heldthe Board of Directors Meetings during the Year under Review
Apr. 1986
Apr. 2007

Apr. 2015

Apr. 2017
Apr. 2019

Apr. 2020

2
Fumiaki Hayata(March 18, 1964)
Candidate forreelection

Jun. 2021

Male

Apr. 2023
Jun. 2023

Joined the Company
General Manager,
Purchasing Planning Department,
Subaru Purchasing Division
Vice President,
Senior General Manager,
Subaru Overseas Sales & Marketing Division 1
General Manager,
North America Sales & Marketing Department
Senior Vice President,
General Manager, Corporate Planning Dept.
Senior Vice President,
Chief General Manager,
Corporate Planning Department
Executive Vice President,
Chief General Manager,
Overseas Sales &Marketing Division 1
Chairman and CEO,
Subaru of Indiana Automotive, Inc. (SIA)
Director, Executive Vice President,
Chief General Manager,
Overseas Sales & Marketing Division 1
Chairman and CEO,
Subaru of Indiana Automotive, Inc. (SIA)
Director, Executive Vice President
Representative Director, Deputy President(to the present)

16,607 shares(Main fields of responsibilities in the Company)
Secretarial Office, Human Resources Dept., sales, marketing,cost, procurement(Significant Positions Concurrently Held)
Director, Subaru of America, Inc. (SOA)(Reasons for nominating the candidate for Director of the Board)
Mr. Fumiaki Hayata has abundant experience and knowledge
acquired through extensive service at the Company and theGroup companies mainly in procurement, sales and marketing,corporate planning, and overseas business areas.
He was appointed as Representative Director and Deputy
President in June 2023, and in order to realize the Group’s
sustainable growth, we are nominating him to serve as Director
again, expecting him to supervise management consideringinterests of all stakeholders and properly enhance sales andmarketing as well as cost and procurement of the entire Groupboth in Japan and overseas.
(Attendance at the Board of Directors meetings during the year
under review)
13 of 13 meetings (100%)Note:

In addition to the Board of Directors meetings held in the above table, one resolution was adopted in writing that was deemed
to be a resolution of the Board of Directors in accordance with Article 370 of the Companies Act and the Articles ofIncorporation of the Company.

-8-

[Translation for Reference and Convenience Purposes Only]

No.

Name
(Date of Birth)

Biography, Posts and Main Fields of Responsibilities in the Company,
Number of
Significant Positions Concurrently Held, Reasons for Nominating
the Company’s
the Candidates for Directors of the Board, and Attendance at
Shares Heldthe Board of Directors Meetings during the Year under Review
Apr. 1982
Jun. 2004
Apr. 2011
Jun. 2011

Apr. 20133

Apr. 2014
Tomomi Nakamura(May 17, 1959)
Candidate forreelection

Apr. 2016

Male

Apr. 2018
Jun. 2018
Jun. 2023

Joined the Company
General Manager, Marketing Planning Department,
Subaru Japan Sales & Marketing Division
Vice President, Senior General Manager,
Strategy Development Division
Vice President, Chief General Manager,
Strategy Development Division,
General Manager, Corporate Planning Department
Vice President,
Senior General Manager,
Subaru Global Marketing Division
Senior General Manager,
Subaru Overseas Sales & Marketing Division 1
Senior General Manager,
Subaru Overseas Sales & Marketing Division 2
50,825 shares
Senior Vice President Chief General Manager,
Subaru Overseas Sales & Marketing Division 1
Chairman and CEO,
Subaru of America, Inc. (SOA)
Executive Vice President, Chief General Manager,
Subaru Overseas Sales & Marketing Division 1
Chairman and CEO,
Subaru of America, Inc. (SOA)
Executive Vice President
Representative Director President and CEO
Director, Chairman (to the present)(Main fields of responsibilities in the Company)(Significant Positions Concurrently Held)
Representative Director and Chairman, Japan Aircraft
Development Corporation(Reasons for nominating the candidate for Director of the Board)
Mr. Tomomi Nakamura has been in charge of the Company’s
management from 2018 to 2023 as the Representative Director
and has extensive experience and knowledge in business
management in the Company and the Group companies overmany years. Since June 2023, he has been focusing exclusively
on monitoring overall management as a Director with no specificarea of responsibility, working to strengthen corporate
governance. As Chairman of the Board, he has been promoting
free and open discussions while drawing out the knowledge ofoutside officers, and his handling of the proceedings of the Board
meetings has been highly appreciated by the members from both
inside and outside the Company. Based on the above, we arenominating him to serve as Director again, expecting him tosupervise management considering interests of all stakeholders
to realize the Group’s sustainable growth.
(Attendance at the Board of Directors meetings during the year
under review)
13 of 13 meetings (100%)Note:

In addition to the Board of Directors meetings held in the above table, one resolution was adopted in writing that was deemed
to be a resolution of the Board of Directors in accordance with Article 370 of the Companies Act and the Articles ofIncorporation of the Company.

-9-[Translation for Reference and Convenience Purposes Only]

No.

Name
(Date of Birth)

Biography, Posts and Main Fields of Responsibilities in the Company,
Number of
Significant Positions Concurrently Held, Reasons for Nominating
the Company’s
the Candidates for Directors of the Board, and Attendance at
Shares Heldthe Board of Directors Meetings during the Year under Review
Apr. 1984
Apr. 2012
Apr. 2014
Oct. 2015
Apr. 2016

Apr. 2017

Apr. 2018

4
Katsuyuki Mizuma(April 3, 1960)
Candidate forreelection

Apr. 2020

Male

Apr. 2021
Jun. 2021

Joined The Industrial Bank of Japan, Ltd
Executive Officer
General Manager of Asia & Oceania Division
Managing Executive Officer,
Head of Asia & Oceania excl. East Asia
Managing Executive Officer of Mizuho Financial
Group, Inc. (Concurrent post)
Joined the Company
Senior Vice President
Senior General Manager,
Subaru Overseas Sales &Marketing Division 2
Senior Vice President,
Chief General Manager,
Overseas Sales &Marketing Division 2
Executive Vice President,
Chief General Manager,
Overseas Sales &Marketing Division 1
Chief General Manager,
Overseas Sales &Marketing Division 2
Executive Vice President,
Chief General Manager,
Overseas Sales &Marketing Division 2
Executive Vice President, CFO, and CRMO
Director, Executive Vice President,
CFO, and CRMO (to the present)

21,497 shares(Main fields of responsibilities in the Company)
Finance & Accounting Dept.
(Significant Positions Concurrently Held)
Director, Subaru USA Holdings Inc.
Director, Subaru of Indiana Automotive, Inc. (SIA)
Director, Subaru of America, Inc. (SOA)(Reasons for nominating the candidate for Director of the Board)
Mr. Katsuyuki Mizuma has served in significant positions at afinancial institution. After joining the Company, he accumulated
experience from a non-insider viewpoint in the area of overseas
marketing as a whole, including our core North American market
as well as finance and accounting. Since 2021, he has been
serving as CFO and CRMO, and has abundant experience, broad
knowledge, and insights. In order to realize sustainable growthof the Group, we are nominating him as a Director candidate
again, expecting him to supervise management consideringinterests of all stakeholders and properly enhance the entire
Group’s financial structure and corporate governance.
(Attendance at the Board of Directors meetings during the year
under review)
13 of 13 meetings (100%)Note:

In addition to the Board of Directors meetings held in the above table, one resolution was adopted in writing that was deemed
to be a resolution of the Board of Directors in accordance with Article 370 of the Companies Act and the Articles ofIncorporation of the Company.

- 10 -

[Translation for Reference and Convenience Purposes Only]

No.

Name
(Date of Birth)

Biography, Posts and Main Fields of Responsibilities in the Company,
Number of
Significant Positions Concurrently Held, Reasons for Nominating
the Company’s
the Candidates for Directors of the Board, and Attendance at
Shares Heldthe Board of Directors Meetings during the Year under Review
Apr. 1986
Jan. 2010

Apr. 2019
Aug. 2019

Apr. 2020

5

Apr. 2021
Tetsuo Fujinuki(August 30, 1963)
Candidate forreelection
MaleApr. 2023
Jun. 2023

Joined the Company
Deputy General Manager,
1st Vehicle Research & Experiment Department,
Subaru Engineering Division 1
Vice President, Senior General Manager,
Engineering Division 1
Vice President, Chief General Manager,
Engineering Management Division,
Senior General Manager, Engineering Division 1,
Chief General Manager,
Technical Research Center
Vice President and CTO, Chief General Manager,
Engineering Management Division,
Chief General Manager,
Technical Research Center
Senior Vice President and CTO,
Chief General Manager,
Engineering Division,
Chief General Manager,
Technical Research Center
Executive Vice President and CTO
Director, Executive Vice President and CTO(to the present)

15,810 shares(Main fields of responsibilities in the Company)
Engineering Division, Technical Research Center, CTO Strategy
Office(Significant Positions Concurrently Held)
Director, Subaru Tecnica International Inc.
(Reasons for nominating the candidate for Director of the Board)
Mr. Tetsuo Fujinuki has been serving as CTO since 2020, andhas abundant experience and knowledge acquired throughextensive service at the Company and the Group companies
mainly in technology. In order to realize sustainable growth of
the Group, we are nominating him once again to serve as
Director, expecting him to supervise management consideringinterests of all stakeholders and properly plan the overall
manufacturing strategy primarily for future technologies,
manufacturing, and procurement.
(Attendance at the Board of Directors meetings during the year
under review)
10 of 10 meetings (100%)
Notes:1. Mr. Fujinuki’s attendance at Board of Directors meetings during the year under review covers only his attendance at Board of
Directors meetings held after his appointment on June 21, 2023.
2. In addition to the number of the Board of Directors meetings held in the above table, one resolution was adopted in writingthat was deemed to be a resolution of the Board of Directors in accordance with Article 370 of the Companies Act and the
Articles of Incorporation of the Company.

- 11 -

[Translation for Reference and Convenience Purposes Only]

No.

Name
(Date of Birth)

Biography, Posts and Main Fields of Responsibilities in the Company,
Number of
Significant Positions Concurrently Held, Reasons for Nominating
the Company’s
the Candidates for Directors of the Board, and Attendance at
Shares Heldthe Board of Directors Meetings during the Year under Review
Apr. 1979

Jul. 2005

Jul. 2006
Jul. 2008
Jun. 2014
Jun. 2020

6
Miwako Doi(June 2, 1954)
Candidate forreelection
OutsideIndependent
FemaleJoined Research & Development Center,
Tokyo Shibaura Electric Corporation(Toshiba Corporation)
Senior Fellow, Human Centric Laboratory,
Corporate Research & Development Center
Toshiba Corporation
Senior Fellow,
Corporate Research & Development Center
Chief Fellow,
Corporate Research & Development Center
Retired from Toshiba Corporation
Outside Director, Subaru Corporation(to the present)(Significant Positions Concurrently Held)
Auditor, National Institute of Information and Communications
Technology (part-time)
Executive Vice President, Tohoku University (part-time)
Executive Director, Nara Institute of Science and Technology(part-time)
External Director, Isetan Mitsukoshi Holdings Ltd.
Outside Director, NGK Spark Plug Co., Ltd.
(Reasons for nominating the candidate as an Outside Director
and outline of expected roles)
Ms. Miwako Doi long worked for Toshiba Corp. for many years
as researcher and supervisor in the area of information
technology. As an expert of the area, she has made many
achievements. In recognition of her high expertise and abundant
experience and knowledge, she has been appointed togovernmental advisory bodies. As she has served as an
Independent Outside Director since June 2020 and madebeneficial proposals to the Company’s management for thegeneration of new innovation, we expect her to provide sufficientadvice and supervision regarding management in general froman independent position as an Outside Director of the Company,
and thus proposed her again as a candidate for Outside Director.
(Attendance at the Board of Directors meetings during the year
under review)
13 of 13 meetings (100%)- 12 -

400 shares

[Translation for Reference and Convenience Purposes Only]
Notes:

1. In addition to the Board of Directors meetings held in the above table, one resolution was adopted in writing that was deemed
to be a resolution of the Board of Directors in accordance with Article 370 of the Companies Act and the Articles ofIncorporation of the Company.
2. To allow the Company’s Directors and Corporate Auditors fulfill the roles expected of them, the Company’s Articles ofIncorporation provides that the Company may conclude a contract with its Directors of the Board (excluding those who are
executive directors, managers or other employees of the Company or its subsidiaries) to limit their liabilities for thecompensation of damages under Article 423, Paragraph 1 of the Companies Act. Based on this provision, the Company has
concluded a contract for limitation of liability with Ms. Miwako Doi which limits her liability for the compensation of damages
to the amount stipulated in Article 425, Paragraph 1 of the Companies Act. If her reelection as Director is approved in this Annual
General Meeting of Shareholders, we intend to continue with the contract for limitation of liability concluded between her andthe Company.
3. The Company designates Ms. Miwako Doi as Independent Director as set forth by the Tokyo Stock Exchange. If her reelection
is approved in this Annual General Meeting of Shareholders, the Company will continue the designation. The candidate meetsthe criteria for independence of outside officers set forth by the Tokyo Stock Exchange and the criteria for independence ofoutside officers set forth by the Company.
4. Ms. Miwako Doi was appointed as an External Director of Isetan Mitsukoshi Holdings Ltd. in June 2019, but its subsidiary,
MI Card Co., Ltd., received from the Consumer Affairs Agency an order to take measures on July 8, 2019, and a surcharge
payment order on March 24, 2020, for having made misleading representations regarding transactions of services for “MI
Card Plus Gold,” a credit card supplied by the subsidiary, that fall under Article 5, Item 1 or Item 2 of the Act Against
Unjustifiable Premiums and Misleading Representations. While she had regularly been making various proposals from theviewpoint of legal compliance at Isetan Mitsukoshi Holdings Ltd.’s Board of Directors meetings as a Director, she has also
been making, in the wake of the revelation of the incident, efforts to formulate measures to prevent the recurrence of such an
incident the Isetan Mitsukoshi Group, including Isetan Mitsukoshi Holdings Ltd. and its subsidiaries, to inform all employeesof the incident and to strengthen employee education through deliberations at the Board of Directors meetings of Isetan
Mitsukoshi Holdings Ltd.

- 13 -

[Translation for Reference and Convenience Purposes Only]

Name(Date of Birth)No.

Biography, Posts and Main Fields of Responsibilities in the Company,
Number of
Significant Positions Concurrently Held, Reasons for Nominating
the Company’s
the Candidates for Directors of the Board, and Attendance at
Shares Heldthe Board of Directors Meetings during the Year under Review
Apr. 1983
Jul. 1998
Jul. 2008
Jun. 2013
Jun. 2015
Jun. 2015
Jun. 2016
Apr. 2022
Jun. 2022
Jun. 2023

Joined Ajinomoto Co., Inc.
President, PT AJINOMOTO SALES INDONESIA
Director and Vice President,
America Ajinomoto, Inc.
Executive Officer, Ajinomoto Co., Inc.
Managing Executive Officer,
Ajinomoto Co., Inc.
Representative Director, President,
J-OIL MILLS, INC.
Representative Director, President,
J-OIL MILLS, INC.
Director, J-OIL MILLS, INC.
Retired from Director, J-OIL MILLS, INC.
Outside Director, Subaru Corporation (to the present)(Significant Positions Concurrently Held)
Outside Director, Seven & i Holdings Co., Ltd.
Outside Audit & Supervisory Board Member, YKK AP Inc.
(Reasons for nominating the candidate as an Outside Director
Fuminao Hachiuma
and outline of expected roles)(December 8, 1959)
Mr. Fuminao Hachiuma has abundant experience and insights acquired
through his involvement in management in a broad range of fields including
Candidate for reelection
overseas business at Ajinomoto Co., Inc. and its group companies as well as
promotion of strengthening of corporate governance and management reform
Outsideof J-OIL MILLS, INC. as Representative Director and President. As he has
Independent
served as an Independent Outside Director since June 2023 and presented
honest opinions regarding the Company’s management, we expect him toMale
provide sufficient advice and supervision regarding management in generalfrom an independent position as Outside Director of the Company, and thus
proposed him again as a candidate for Outside Director.
(Attendance at the Board of Directors meetings during the year underreview)
10 of 10 meetings (100%)

7

1,000 shares

Notes:

1. Mr. Hachiuma’s attendance at Board of Directors meetings during the year under review covers only his attendance at Boardof Directors meetings held after his appointment on June 21, 2023.

2. In addition to the number of the Board of Directors meetings held in the above table, one resolution was adopted in writingthat was deemed to be a resolution of the Board of Directors in accordance with Article 370 of the Companies Act and the
Articles of Incorporation of the Company.
3. To allow the Company’s Directors and Corporate Auditors fulfill the roles expected of them, the Company’s Articles ofIncorporation provides that the Company may conclude a contract with its Directors of the Board (excluding those who are
executive directors, managers or other employees of the Company or its subsidiaries) to limit their liabilities for thecompensation of damages under Article 423, Paragraph 1 of the Companies Act. Based on this provision, the Company has
concluded a contract for limitation of liability with Mr. Fuminao Hachiuma, which limits his liability for the compensation ofdamages to the amount stipulated in Article 425, Paragraph 1 of the Companies Act. If his reelection as Director is approvedin this Annual General Meeting of Shareholders, we intend to continue with the contract for limitation of liability concluded
between him and the Company.
4. The Company designates Mr. Fuminao Hachiuma as Independent Director as set forth by the Tokyo Stock Exchange. If his
reelection is approved in this Annual General Meeting of Shareholders, the Company will continue the designation. The
candidate meets the criteria for independence of outside officers set forth by the Tokyo Stock Exchange and the criteria for
independence of outside officers set forth by the Company.

- 14 -

[Translation for Reference and Convenience Purposes Only]

No.

Name
(Date of Birth)

Biography, Posts and Main Fields of Responsibilities in the Company,
Number of
Significant Positions Concurrently Held, Reasons for Nominating
the Company’s
the Candidates for Directors of the Board, and Attendance at
Shares Heldthe Board of Directors Meetings during the Year under Review
Mar. 1981
Feb. 1997
Jul. 2004
Apr. 2007

Apr. 2009
Apr. 2011

Apr. 20128

Shigeru Yamashita(February 14, 1958) Apr. 2013
Apr. 2019
Mar. 2023
New candidate
OutsideIndependent
Male

Joined Pigeon Corporation
President and Representative Director,
Pigeon Industries (Thailand) Co., Ltd.
President and Representative Director,
Lansinoh Laboratories, Inc.
Managing Officer,
Overseas Business Division Manager,
Pigeon Corporation
Director, Overseas Business Division Manager,
Pigeon Corporation
Managing Executive Officer in charge of Human
Resources and General Affairs Division,
Overseas Business Division,
China Business Division, Pigeon Corporation
Director, Managing Executive Officer,
Overseas Business Division Manager,
Pigeon Corporation
President and CEO, Pigeon Corporation
Chairman of the Board, Pigeon Corporation
Retired as Chairman of the Board, Pigeon
Corporation (to the present)

0 shares(Significant Positions Concurrently Held)
Not applicable(Reasons for nominating the candidate as an Outside Director
and outline of expected roles)
Mr. Shigeru Yamashita has abundant experience and knowledge
acquired through his involvement in management in a broad
range of fields including overseas business at Pigeon
Corporation and its group companies and, once he was appointed
the representative director of the company, he strived to promotemanagement reform, strengthen corporate governance, and led
initiatives for maximizing corporate values. We are nominating
him as a candidate for Outside Director, expecting him toprovide sufficient advice and supervision regarding management ingeneral from an independent standpoint as Outside Director of theCompany.
(Attendance at the Board of Directors meetings during the year
under review)-Notes:1．To allow the Company’s Directors and Corporate Auditors fulfill the roles expected of them, the Company’s Articles ofIncorporation provides that the Company may conclude a contract with its Directors of the Board (excluding those who are
executive directors, managers or other employees of the Company or its subsidiaries) to limit their liabilities for thecompensation of damages under Article 423, Paragraph 1 of the Companies Act. Based on this provision, if Mr. Shigeru
Yamashita is appointed as a Director in this Annual General Meeting of Shareholders, the Company will conclude a contract
for limitation of liability with him which limits his liability for the compensation of damages to the amount stipulated in Article
425, Paragraph 1 of the Companies Act.
2．Mr. Shigeru Yamashita meets the criteria for Independent Director set forth by the Tokyo Stock Exchange, and the Company
plans to designate him as the Independent Director as set forth by Tokyo Stock Exchange. The candidate meets the criteria
for independence of outside officers set forth by the Tokyo Stock Exchange and the criteria for independence of outside
officers set forth by the Company.

- 15 -

[Translation for Reference and Convenience Purposes Only]

Proposal No. 3

Election of One (1) Corporate Auditor

The term of office of Corporate Auditor Ms. Hiromi Tsutsumi will expire at the conclusion of this Ordinary
General Meeting of Shareholders. It is hereby proposed that one (1) Corporate Auditor be elected.
The proposal has been approved by the Board of Corporate Auditors.
The candidate for Corporate Auditor is as follows.
Name(Date of Birth)

Biography, Posts in the Company,
Significant Positions Concurrently Held, and Reasons for
Nominating the Candidates for Corporate Auditors
Apr. 1980
Jun. 2002
Jun. 2006
Apr. 2013
Apr. 2015

Apr. 2017

Hiromi Tsutsumi(April 25, 1957)
Candidate forreelection
FemaleApr. 2020
Jun. 2020

Joined the Company
General Manager,
Corporate Communications Department
General Manager, Product Planning Dept.,
Product Planning Div.
Executive Officer, General Manager,
Subaru Customer Center
Vice President General Manager,
Human Resources Department Senior Vice President
General Manager, Career Support Office President,
Subaru Bloom Co. Ltd
Managing Executive Officer,
General Manager,
Human Resources Department
Managing Executive Officer
Standing Corporate Auditor (to the present)

Number of
the Company’s
Shares Held

19,056 shares(Significant Positions Concurrently Held)
Corporate Auditor, Osaka Subaru Inc.
(Reasons for nominating the candidate for Corporate Auditor)
Ms. Hiromi Tsutsumi has abundant experience and knowledge in wideranging fields acquired through extensive service at the Company and
the Group companies mainly in marketing, product planning, customer
service, and corporate communications. After striving to build thehuman resource strategy for the Group for long as managing executive
officer and general manager of the Human Resources Department, Ms.
Tsutsumi has engaged in audit of the Company’s management as a fulltime corporate auditor since 2020. Based on her background and thewide range of experience described above, we expect her to continue
to appropriately perform her duties as a corporate auditor, thus
proposing Ms. Tsutsumi as a candidate for corporate auditor.
Attendance at the Board of Corporate Auditors meetings
12 of 12 meetings (100%)

Notes:1．To allow the Company’s Directors and Corporate Auditors fulfill the roles expected of them, the Company’s Articles ofIncorporation provides that the Company may conclude a contract with its Directors of the Board(excluding those who are
executive directors, managers or other employees of the Company or its subsidiaries) to limit their liabilities for the compensationof damages under Article 423, Paragraph 1 of the Companies Act. Based on this provision, the Company has concluded a contract
for limitation of liability with Ms. Hiromi Tsutsumi, which limits her liability for the compensation of damages to the amountstipulated in Article 425, Paragraph 1 of the Companies Act. If her reelection as Corporate Auditor is approved in this Ordinary
General Meeting of Shareholders, we intend to continue with the contract for limitation of liability concluded between her andthe Company.
2．Ms. Hiromi Tsutsumi is currently a Corporate Auditor of the Company, and the Company has entered into a directors andofficers liability insurance contract with an insurance company, under which she is included in the list of insured persons.
The insurance policy covers compensation for damages and legal expenses to be borne by the insured in cases when theyreceive a claim for damages as a result of their wrongful acts conducted in their capacity as directors and officers. However,there are certain liabilities that are not covered under the policy, such as those arising from actions performed knowing that
it is a violation of law. The insurance premiums are fully borne by the Company, and the insured persons are not required to
pay the premiums in real terms. If the appointment of Ms. Hiromi Tsutsumi is approved, she will be included in the list of
insured persons under the insurance contract. The insurance contract will expire in the middle of her term of office, and theCompany intends to renew the contract with similar terms and conditions.

- 16 -

[Translation for Reference and Convenience Purposes Only]

Proposal No. 4

Election of One (1) Substitute Corporate Auditor

At the commencement of the 93rd Ordinary General Meeting of Shareholders, the resolution on the election of
the Substitute Auditor, made at the 92nd Ordinary General Meeting of Shareholders held on June 21, 2023, expires.
Accordingly, the election of one (1) Substitute Outside Auditor is proposed in preparation for the event that the
number of Corporate Auditors will be insufficient as required by law.
The candidate for the position of Substitute Auditor for Outside Corporate Auditor is as follows:
The validity of the resolution to be adopted at this Ordinary General Meeting of Shareholders regarding theelection of Mr. Hirohisa Ryu shall expire at the opening of the first Ordinary General Meeting of Shareholders tobe held after the said resolution is made, and can be nullified by resolution of the Board of Directors, with theconsent of the Board of Corporate Auditors Meeting, only before he assumes office.
The proposal has been approved by the Board of Corporate Auditors Meeting.
Name(Date of Birth)

Biography, Significant Positions Concurrent Held, and Reasons for
Nominating the Candidate for Substitute Corporate Auditor
Apr. 1994
Apr. 2001

Hirohisa Ryu(August 4, 1964)
OutsideIndependent
Male

Apr. 2003
Apr. 2004
Jun. 2013
May 2017
Nov. 2020

Number of
the Company’s
Shares Held

Certified as an attorney and joined Tokyo Hatchobori
Law Office.
Assistant Chief of Financial Crisis Response Office,Planning and Management Division, Supervision Bureauof Finance Services Agency (under fixed-term contract).
Returned to Tokyo Hatchobori Law Office.
Partner at Tokyo Hatchobori Law Office (to the present)
Outside Corporate Auditor, eGuarantee, Inc. (to the present)
Outside Auditor, Renown Incorporated
Retired from Outside Auditor, Renown Incorporated(Reasons for nominating the candidate for Outside Substitute Corporate
Auditor)With his long career as an attorney, and having worked as an outside
corporate auditor and a fixed-term official of FSA, Mr. Hirohisa Ryu
has both scholarly knowledge and practical experience regarding
corporate legal affairs. Although he has no experience dealing directlywith corporate management other than as an outside auditor, he has
expert knowledge of corporate management acquired through his
extensive hands‑on experience in corporate legal, accounting andfinancial affairs. Based on the above, the Company concluded that heis capable as an Outside Corporate Auditor and should be able to fulfill
the relevant duties appropriately if he takes office.

0 shares

Notes:1．To allow the Company’s Directors and Corporate Auditors fulfill the roles expected of them, the Company’s Articles ofIncorporation provides that the Company may conclude a contract with its Directors of the Board(excluding those who are
executive directors, managers or other employees of the Company or its subsidiaries) to limit their liabilities for the compensationof damages under Article 423, Paragraph 1 of the Companies Act. Based on this provision, if Mr. Hirohisa Ryu assumes officeas the Corporate Auditor, the Company will conclude a contract for limitation of liability with him which limits his liability forthe compensation of damages to the amount stipulated in Article 425, Paragraph 1 of the Companies Act.
2．The Company has entered into a directors and officers liability insurance contract with an insurance company. The insurance
contract provides coverage for liability of an insured when a compensation claim is filed against the insured as a result of an
improper act he/she committed utilizing his/her position, as well as other damages including litigation costs. However, there
are certain liabilities that are not covered under the policy, such as those arising from actions performed knowing that it is aviolation of law. The insurance premiums are fully borne by the Company, and the insured persons are not required to pay
the premiums in real terms. If Mr. Hirohisa Ryu is appointed as a Corporate Auditor, he will be included in the list of insured
under the insurance contract. If the insurance contract will expire in the middle of his term of office, the Company intends torenew the contract with similar terms and conditions.
3．After Mr. Ryu assumes office, the Company will register him as the Independent Auditor set forth by Tokyo Stock Exchange.
The candidate meets the criteria for independence of outside officers set forth by the Tokyo Stock Exchange and the criteria
for independence of outside officers set forth by the Company.

- 17 -

[Translation for Reference and Convenience Purposes Only]

Experience of serving as
top management of alisted company

○

●

◎

◎

●

○

○

○

1 year

○

○

○

●

Male

New
candidate

○

○

○

●

Standing Corporate
AuditorMale

3 years○ ○HiromiTsutsumiStanding Corporate
AuditorFemale4 years○ ○Yuri
Furusawa

Independent Outside
Corporate Auditor

Female2 years○ ○Yasumasa
MasudaIndependent Outside
Corporate AuditorMale

1 year○ ○GenderAtsushi
Osaki

Representative Director,
President (CEO)Male

3 years○

FumiakiHayataRepresentative Director,
Deputy President

Male

3 years○

TomomiNakamura

Director, ChairmanMale

6 years◎

Katsuyuki Director, Executive Vice
Mizuma President (CFO, CRMO)

Male

3 years○

TetsuoFujinuki

Director, Executive Vice
President (CTO)Male

1 year○MiwakoDoi

Independent Outside
Directors

Female4 years

Fuminao
Hachiuma

Independent Outside
Directors

Male

Shigeru
Yamashita

Independent Outside
Directors

YoichiKato- 18 -

Business management(executive experience)

Required skills

Title at the Company

Board ofCorporate
Auditors○

Name

Board ofDirectors

Executive
Compensation
Meeting◎ and ○ indicate attendance of the chairman and other members, respectively.
The list below does not cover the entire scope of knowledge held by the Directors andCorporate Auditors.

Experience, insight, andleadership required formaking important
strategic decisions

Executive
Nomination
Meeting1.
2.

Total years ofservice

Corporate Auditors

Director

Notes:

Reasons forselection

If Proposals No. 2 and 3 are approved without amendment, the structure of the Board of
Directors and Board of Corporate Auditors will be as follows at the Board of Directors
meeting as well as Board of Corporate Auditors meeting following this Ordinary General
Meeting of Shareholders.
The total eight Directors will include three independent Outside Directors (37.5%), and thetotal five members of the Executive Nomination Meeting and the Executive Compensation
Meeting will include three independent Outside Directors (60.0%). The total 12 Directors
and Corporate Auditors will include three females (25.0%).

Definition ofexperience(Reference) Structure of the Board of Directors and Board of Corporate Auditors after approval of Proposals No. 2 and 3

[Translation for Reference and Convenience Purposes Only]

Promotion of business strategies for accelerating responses to major transformation

Strengthening of management infrastructure that
supports the Company’s sustainable growthExperience and track record as an officer in charge of each business division

Knowledge, experience, and competency as an officer
in charge of a field or employee with experience inhighly specialized operations

Promotion of business strategies
Technology/
development

Manufacturing/purchase●●●

Sale/marketing

Strengthening of management infrastructure

GlobalIT/digital

Legal affairs/
Human capital/
compliance/laborrisk management

●
●

●

●

●

●

●

●

●

●

●

●

●

●

●

Business
administration/
financial/accounting

●

●

●

●

●

●
●

●

●

●

●

●

●

●

●
●

●

●

●

- 19 -●

[Translation for Reference and Convenience Purposes Only](Reference) Data on Corporate Governance CodeMatters concerning responsibilities of the Board of Directors, etc.
Principle 4-2 [1]Principle 4-8
Principle 4-10 [1]Principle 4-11

Sound incentivization of director
compensation*1
Effective use of independent
Outside Directors
Establishment of an independent
Executive Nomination Meeting
Establishment of an independent
Executive Compensation Meeting
Prerequisites for ensuring theeffectiveness of the Board of
Directors and Board of Corporate
Auditors

Board of Directors(Independence)(Page for reference)

Proportion of performancecompensation
Proportion of restricted stockunits
Proportion of independent
Outside Directors
Proportion of independent
Outside Directors
Proportion of independent
Outside Directors
Proportion of female
Directors
Proportion of female
Corporate Auditors
Evaluation of theEffectiveness of the Board of
Directors

0.9 to 1 of basic
compensation
0.6 to 0.7 of basic
compensation26

3/8 (37.5%)*2
3/5 (60.0%)*2
3/5 (60.0%)*2

18

1/8 (12.5%)*2
2/4 (50.0%)*2
Implemented every year
since FYE2016*3

Executive
Nomination Meeting

Executive
Compensation Meeting

Board of Directors andBoard of Corporate Auditors(Independence)(Independence)(Gender Diversity)

The criteria for determining the independence of Outside Officers are posted on the Company’s website on the Internet.
Please refer to the attachment at the end of the “Corporate Governance Guidelines.”
https://www.subaru.co.jp/en/outline/pdf/governance_guideline_e.pdf
Other matters
Principle 1-4

Principle 2-4 [1]Principle 2-5(Page for reference)

Cross-shareholdings
Ensure diversity in theappointment of core personnel,
etc.
Whistle blowing

Details of crossshareholdings

2 issues, 3,636 million yen*4

Number of female managers

31*4

Number of non-Japanesemanagers
Number of managers
employed in mid- career
Number of cases reported to
the whistle blowing system

5*4

*5

*6

193*4
317 cases*4*7*1. After approval of Proposal No. 5*2. After approval of Proposal No. 2 and Proposal No. 3*3. Please refer to p. 7 of Matters Omitted in Documents Accompanying the Notice of Convocation of the 93rd Ordinary General Meeting of
Shareholders.
*4. As of March 31, 2024
*5. Please refer to p. 11 of Matters Omitted in Documents Accompanying the Notice of Convocation of the 93rd Ordinary General Meeting of
Shareholders.
*6. Please refer to pp. 2 and 3 of Matters Omitted in Documents Accompanying the Notice of Convocation of the 93rd Ordinary General Meetingof Shareholders.
*7. Please refer to p. 15 of Matters Omitted in Documents Accompanying the Notice of Convocation of the 93rd Ordinary General Meeting of
Shareholders.

- 20 -

[Translation for Reference and Convenience Purposes Only]

Proposal No. 5
1.

Determination of Compensation for Granting Restricted Stock to Directors

Determination of Compensation for Granting Restricted Stock to Directors
The Company has introduced a proposal to revise the “Restricted Stock Compensation Plan” (hereinafter,
the “Stock Compensation Plan”) employing variable compensation (PSU*1), in which the number of shares
granted to Directors is linked to the degree of achievement of target business performance, for the purpose ofproviding its Directors an incentive for sustained improvement of the Company’s corporate value for the
medium and long term and further value sharing with the shareholders.
In this meeting, it is hereby proposed that the Stock Compensation Plan be approved including a revision topart of clawback provisions aimed at improving compensation governance and to change the base amount of
the paid-in amount per share as it increases the ratio of the stock compensation to the overall compensation aspart of the revision of the executive compensation system. The amount and details of compensation, etc. under
the Stock Compensation Plan after the revision are as described in 2. and 3. to be described later, and there areno substantial changes to the content approved by the 91st Ordinary General Meeting of Shareholders held on
June 22, 2022, except for the addition of 2. (6) and changes to 3. (4).
Upon reviewing the Stock Compensation Plan, the Board of Directors at its meeting held on May 15, 2024,
approved the policy for determining the details of individual compensation, etc. to the Company’s Directors
for the 94th fiscal period (FYE2025; included in p. 26 and 27 as reference information) taking into account thecontents of the deliberation and decision at the Executive Compensation Meeting, and on the condition that
this proposal would be approved without amendment at this General Meeting of Shareholders. It judged thatthe content of this proposal is relevant given that the proposal is necessary for awarding compensation to
Directors in accordance with the said policy and its content is appropriate.
If Proposal No. 2 Election of Eight (8) Directors of the Board is approved without amendment at this General
Meeting of Shareholders, the number of Directors entitled to the compensation based on the Stock
Compensation Plan will be five.
*1. Performance Share Unit

- 21 -

[Translation for Reference and Convenience Purposes Only]
2. Details of Compensation and other matters under the Stock Compensation Plan
(1) Persons to whom
Directors (excluding Outside Directors and non-resident officers)
the system applies(2) Total amount of
Up to 200 million yen per year.
monetary
The 85th Ordinary General Meeting of Shareholders held on June 28, 2016 approved
compensation to be the amount of compensation, etc. to be paid to Directors for one year to be within 1.2
paid for granting
billion yen (including 200 million yen for Outside Directors), and monetarystock compensation compensation for the grant of stock compensation shall be paid within this amount.
The total number of shares in fixed compensation (RS*2) and variable compensation(PSU) shall not exceed 150,000 shares.
Based on the resolution of the Board of Directors, Directors shall wholly contribute the(3) Upper limit on themonetary compensation claim in the form of properties contributed in kind, and shallnumber of thereceive shares of the Company’s common stock through issuance or disposal.
Company’s shares
The paid-in amount per share will be determined by the Board of Directors based on
granted to Directors
the simple average closing price of the Company’s common stock on the Tokyo Stock
Exchange during the one-month period immediately preceding the date of theresolution of the Board of Directors.
Shares of the Company’s common stock that are equivalent to a
Fixedstandard amount determined by taking into consideration thecompensation Company’s business performance, the scope of responsibilities of(RS)
Directors, etc., and various other circumstances at a certain time of theyear shall be granted.
At a certain time of the year, the Company shall grant a number ofunits (1 unit = 1 share) that are equivalent to a standard amountdetermined by taking into consideration the Company’s performance,
the scope of each Director’s responsibilities, and various othercircumstances. After the business results for the evaluation period are(4) Method ofdetermined, shares of the Company’s common stock shall be granted
calculation of thein a number calculated by multiplying the number of units by anumber of thepayment ratio that is determined in conjunction with the degree toCompany’s shares,
which the business performance indicator targets have been achieved.
etc. granted to
Variable
In principle, shares shall not be granted to those who have resigned as
Directors
compensation Directors prior to the expiration of the evaluation period. However, in(PSU)
the event of retirement due to death or in the event that Executive
Compensation Meeting recognizes valid reasons for granting shares,
the Executive Compensation Meeting may determine a reasonable rateof payment (50% to 100%).
*The evaluation period shall be the single fiscal year that includes thedate on which units are granted.
*Performance indicators shall be set as quantitative (financial) andqualitative (non-financial) indicators, and shall be reviewed inconjunction with the update of the medium-term management planand management targets.
The period shall be from the date of grant until his/her retirement as Director. However,(5) Restricted transfer if he/she continues to serve as an executive officer after retiring as a Director, theperiodrestricted transfer period shall be extended until he/she retires from such executive
officer’s position.
In the event of a Director engaging in certain acts of misconduct and certain eventsoccur by the day on which three years elapse after the expiration of the restricted(6) Clawback
transfer period, the Board of Directors, based on a resolution taking into account theprovisions
deliberation and decision at the Executive Compensation Meeting, may demand he/she
return all or part of the said shares in common stock or pay the equivalent fair value ofthe said shares.
*2. Restricted Stock- 22 -

[Translation for Reference and Convenience Purposes Only]
3.

Restricted transfer agreement regarding the shares of the Company’s stock to be granted to Directors
When issuing or disposing of shares of the Company’s common stock under the Stock Compensation Plan,
the Company and the Director shall enter into a restricted stock allotment agreement (hereafter, “Allotment
Agreement”) that generally includes the following details.
(1) Directors shall not transfer the shares of the Company’s common stock allocated to them under the
Allotment Agreement (hereafter, “Allotted Shares”), use them to create a security interest, or otherwise
dispose of them (hereafter, restrictions on transfer) during the period until they retire from office as Director(hereafter, the “Restricted Transfer Period”).
(2) In principle, restrictions on transfer shall be lifted at the expiration of the Restricted Transfer Period on
condition that the Director continues to hold the position of Director during the period of execution ofduties (from the date of issuance of shares or grant of units until the conclusion of the Ordinary General
Meeting of Shareholders for the fiscal year that includes the said date)(3) If a Director resigns before the expiration of the period of execution of duties, the Company shall naturally
acquire the Allotted Shares without compensation, except in the case of resignation due to death or in thecase where the resignation is justified by a resolution of the Board of Directors.
(4) In the event of misconduct committed by an officer during the Restricted Transfer Period or within three
years after lifting of the restriction, or in the event of the discovery of a material error in his/her trackrecord on which shares were granted, the Company, based on deliberation and decision at the Executive
Compensation Meeting, and with the approval by the Board of Directors shall acquire all or part of the
Allotted Shares without compensation, as determined by the Executive Compensation Meeting. Or, theCompany shall demand the said Director pay an amount equivalent to the fair value of the said shares.
(5) Notwithstanding the provisions of (1) above, in the event that a merger agreement in which the Company
becomes a defunct company, a share exchange agreement or share transfer plan in which the Company
becomes a wholly owned subsidiary, or other matters related to organizational restructuring, etc. isapproved at a General Meeting of Shareholders of the Company, etc. during the period of execution ofduties, the Company shall, by a resolution of the Board of Directors, lift the restriction on transfer of the
Allotted Shares, the number of which shall be reasonably determined based on the period from the dateon which the period of execution of duties begins to the date of approval of such organizational
restructuring, etc., prior to the effective date of the said organizational restructuring, etc.
(6) In the provision stipulated in (5) above, the Company shall naturally acquire without compensation the
Allotted Shares for which the restriction on transfer has not yet been lifted as of the time immediately
after the lifting of the restriction on transfer in accordance with the provision stipulated in (5) above.
*If the proposal is approved without amendment, the Company plans to introduce a similar Stock
Compensation Plan also for executive officers.

- 23 -

[Translation for Reference and Convenience Purposes Only](Reference) Overview of the revision to the executive compensation system
1. Increasing the composition ratio of stock compensation
The Company introduced restricted stock compensation (RS type) to the executive compensation plan in
FYE2018 with a view towards incentivizing Directors and Officers to achieve sustained improvement of theCompany’s value over the mid- and long-term and to share more of that value with shareholders. In FYE2023,
the Company added a performance share unit (PSU type) in a bid to raise the ratio of stock compensation instages.
These revisions are intended to further raise the ratio of stock compensation and link enhancement of theCompany’s corporate value more closely to compensation. The basic composition ratios of compensation
among basic compensation, annual performance-linked bonuses, and restricted stock compensation of theRepresentative Director of the Board, President and CEO will be 1:0.5:0.7 (0.5 in PSU + 0.2 in RS).
Compensation of Outside Directors remains unchanged and consists solely of basic compensation.
2.

Addition of key performance indicators (KPIs) to PSU
As KPIs for the PSU portion of the Plan, in FYE2023, the Company adopted consolidated ROE andemployee engagement (employee satisfaction rating) for quantitative (financial) evaluation and qualitative(non-financial) evaluation, respectively, in a bid to achieve the priority initiatives laid out in the Subaru Group’s
mid- and long-term strategies.
On this occasion, the Company has added relative total shareholder return (TSR) (vs. dividend-included TOPIX
growth rate) which represents improvement of corporate value as a KPI for quantitative (financial) evaluation.

3.

Introduction of clawback provisions
To enhance governance over compensation, the Company is taking this opportunity of raising the ratio ofstock compensation to introduce clawback provisions to the plan. In the event of misconduct committed by an
officer during the restricted transfer period or within three years after lifting of the restriction, or in the eventof the discovery of a material error in his/her track record on which shares were granted, the Company, basedon deliberation and decision at the Executive Compensation Meeting, and with the approval by the Board of
Directors shall acquire all or part of the allotted shares held by the said executive without compensation or
demand that the said executive pay an amount equivalent to the fair value of the said shares.

Compensation System for Directors (Representative Director President and CEO) after revisions
Fixed

Short-term incentive

Medium-/long-term incentive
Restricted stock compensation(Composition ratio*)

Basic compensation

Annual performance-linked
bonuses1

0.5

Variable compensation type
(PSU)

Fixed
compensation
type
(RS)

0.5

0.2

* Theratiosofannualperformance-linkedbonusesandrestrictedstockcompensation(variablecompensationtype/fixedcompensationtype)aredeterminedbyassumingthatofbasiccompensationbeing1.

- 24 -

[Translation for Reference and Convenience Purposes Only](Reference) The Policy for Determining Details of Compensation for Individual Directors for the 94th
Fiscal Period (FYE2025)
1. Basic policy
As a basic policy, compensation for directors of the Company is determined in view of the following items:
1. Compensation is at a level commensurate with the roles and responsibilities of directors and is appropriate, fair,and balanced.
2. The compensation structure is determined by giving consideration to providing motivation for sustained improvement
in corporate performance and corporate value and securing excellent human resources.
Specifically, compensation for Directors, excluding Outside Directors, will consist of base compensation, annual
performance-linked bonus, and compensation in restricted stock (for non-residents, phantom stock, instead ofrestricted stock). For outside directors, the Company pays only basic compensation in view of their roles of fulfillingmonitoring and oversight functions of corporate management from an independent position. The total amount ofcompensation for individual directors and the levels of each compensation item are set for every position depending
on difference in responsibility by utilizing the research data compiled by outside specialized agencies.

2. Policy for determining the amount of monetary compensation excluding performance-linked
compensation (hereinafter, the “Fixed Monetary Compensation”), performance-linked compensation,and non-monetary compensation (including the policy for determining the timing or conditions for
granting such compensation)
1. Policy for the Fixed Monetary Compensation
Directors receive the Fixed Monetary Compensation monthly as basic compensation. The amount for individual
directors is determined based on their positions, taking into consideration elements such as the businessenvironment.
2. Policy for Performance-linked Compensation
Directors, excluding Outside Directors, shall receive annual performance-linked bonus by cash at a certain time of
the year. The specific amount is determined according to a compensation table by position prepared based on the
consolidated profit before tax for the current fiscal year as a key performance indicator (KPI).
In addition, in order to facilitate the achievement of the Group’s medium- and long-term strategy targets, a portionof the restricted stock compensation to be granted as non-monetary compensation (see (3) below) will be set as
Performance Share Units (hereafter, “PSUs”), in which the number of shares granted is linked to the degree to whichtarget business results are achieved. To set KPIs for PSUs, the Company will adopt consolidated return on equity, a
key financial indicator in the mid-term strategy, and total shareholder return, which contributes to improvement incorporate value in the medium to long term, as financial indicators as well as employee engagement as a non-financial
indicator.
The Board of Directors at its meeting deliberate and decide annual performance-linked bonus and KPIs for PSUs
and composition ratio of each KPI in response to changes in the environment based on the proposal approved by the
Executive Compensation Meeting.
3. Policy for Non-monetary Compensation
The Company grants restricted stock units to Directors (excluding Outside Directors) for the purpose ofstrengthening the incentive for sustained improvement of the Company’s corporate value and further value sharing
with the shareholders.
A portion of the restricted stock compensation shall be granted as fixed compensation and the remainder as variable
compensation, both of which shall be prohibited from being transferred during the term of office and the restriction
on transfer shall be lifted upon retirement.
Restricted stock compensation in the form of fixed compensation (RS) shall be granted as shares of the Company’scommon stock that are equivalent to a standard amount determined by taking into consideration the Company’sbusiness performance, the scope of each Director’s responsibilities, and various other circumstances at a certain timeof the year.
At a certain time of the year, the Company shall grant restricted stock compensation in the form of fixedcompensation (PSU) in a number of units (1 unit = 1 share) that are equivalent to a standard amount determined bytaking into consideration the Company’s performance, the scope of each Director’s responsibilities, and various othercircumstances. After the evaluation period, shares of the Company’s common stock shall be granted in a number
calculated by multiplying the number of units by a payment ratio that is determined in conjunction with the degree towhich the target business performance indicators have been achieved.

- 25 -

[Translation for Reference and Convenience Purposes Only]
The total number of shares of the Company’s common stock to be allocated to Directors as restricted stockcompensation as part of RS and PSUs shall be limited to 150,000 shares per year. In addition, the Company andDirectors shall enter into a restricted stock allotment agreement that includes an overview and provisions that state(1) Directors shall not, for a set period of time period during his/her term of office as an officer of the Company,
transfer, create a security interest on, or otherwise dispose of the shares of the Company’s common stock that havebeen allotted to them, and (2) the Company may acquire the said shares of its common stock without compensation
if certain events occur. In the event of a Director engaging in certain acts of misconduct and certain events occur by
the day on which three years elapse after the expiration of the restricted transfer period, the Board of Directors, basedon a resolution taking into account the deliberation and decision at the Executive Compensation Meeting, may
demand he/she return all or part of the said shares in common stock or pay the equivalent fair value of the said shares(clawback).
Compensation for a Director who is a non-resident at the time of granting shares will be paid in the form of aphantom stock equivalent to the said stock compensation instead of restricted stock compensation, thereby being
treated in accordance with the restricted stock allotment agreement.
3. Policy for determining the proportion of the Fixed Monetary Compensation, performance-linked

compensation, and non-monetary compensation to the total amount of compensation, etc. for individual
directors
The Company shall appropriately determine the proportion of compensation by type of directors excluding outside
directors in reference to the compensation levels and compensation mix of companies of a similar scale to the Company
or industry peers obtained through an external research company, and in consideration of factors such as the Company’s
overall salary level and social situations. The following proportions are generally used as rough standards (forperformance-linked compensation, the proportions are those of the base amount).
Breakdown
AnnualRestricted stock compensation
Basic
performancecompensation
RS
PSU
linked bonuses
Fixed Monetary
Compensation
Performance- linked
Compensation
Non-monetary
Compensation●●●

President

Rate
Average of Directors
other than the
President

1

1

●

1

0.9

●

0.7

0.6

The Company shall appropriately review the compensation level and compensation mix in consideration of theCompany’s business environment, as well as the situation of companies of a similar scale to the Company or industry
peers, and other circumstances based on the contents of the proposal approved by the Executive Compensation Meeting.

4. Matters concerning the determination of details of compensation, etc. for individual directors
To ensure fairness and transparency of the executive compensation determination process, the Board of Directors shallestablish the Executive Compensation Meeting, a voluntary committee which is structured so that the majority of its
members are independent outside directors. The chairman of the Executive Compensation Meeting shall be appointed bya resolution of the Board of Directors.
The Executive Compensation Meeting, by a resolution by the General Meeting of Shareholders and that by the Boardof Directors, is delegated by the Board of Directors to determine specific amounts of basic compensation, annual
performance-linked bonus, restricted stock compensation, etc. for Directors, and their payment schedule, following
sufficient deliberation by its members including independent outside directors. For restricted stock units, the number ofshares allotted to individual directors is determined by the resolution of the Board of Directors based on the standard
amount decided by the Executive Compensation Meeting.
With regard to revisions of the executive compensation system and other matters pertaining to compensation overall,the Board of Directors deliberates and makes decision taking into consideration the content of proposal approved by the
Executive Compensation Meeting.
(Supplementary Provisions)This policy shall take effect at the conclusion of the 93rd Ordinary General Meeting of Shareholders, provided that the
proposal regarding the Stock Compensation Plan is approved at the 93rd Ordinary General Meeting of Shareholders. These
Supplementary Provisions shall be deleted on the effective date.

- 26 -

[Translation for Reference and Convenience Purposes Only]

Proposal No. 6

Revision to Amount of Compensation to Corporate Auditors

The amount of compensation to the Company’s Corporate Auditors was approved to be 100 million yen or less ayear at the 75th Ordinary General Meeting of Shareholders held on June 27, 2006, and it has been unchanged to date.
In this meeting, It is hereby proposed to set the amount of compensation to its corporate auditors at 200 million
yen or less a year considering the changes to the Company’s business environment and increasing expectations onroles to be played and responsibilities to be taken by the corporate auditors, who will play a part in the Company’s
corporate governance structure, which it is further reinforcing.
If Proposal No. 3 Election of One (1) Corporate Auditor is approved without amendment at this General Meeting of
Shareholders, the number of corporate auditors will be four.

- 27 -

[Translation for Reference and Convenience Purposes Only]

Report on non-consolidated financial statements for the 93rd fiscal period(April 1, 2023 to March 31, 2024)
1. Matters concerning the status of SUBARU GROUP(1) Progress and Results
In fiscal 2023, the outlook for the global economy continued to be uncertain given the heightened geopolitical risks
from the prolonged Russia-Ukraine situation and the conflict in the Middle East as well as interest rate hikes reflecting
rising prices. Meanwhile, various restrictions were eased in Japan with COVID-19 being reclassified as Class 5, which
resulted in recovery trend in both supply and demand.
Under such circumstances, we, at the Subaru Group, pursued enjoyment and peace of mind, the value we offer, forrealizing our vision of delivering happiness to all and worked towards our goal of becoming a compelling company
with a strong market presence built upon our customer-first principle, which is our corporate statement. In conjunction
with the transition to the new management structure in June 2023, the Company announced the New Management
Policy on August 2 of the same year and has been strongly driving forward initiatives of Monozukuri Innovation andValue Creation.
In the current consolidated fiscal year, revenue increased by 928.5 billion yen (24.6%) to 4,702.9 billion yen owing
to the increase in unit sales and revenue contribution from foreign exchange fluctuation.
Despite an increase in SG&A expenses, etc., operating profit increased by 200.7 billion yen (75.0%) to 468.2 billion
yen, profit before tax rose by 254.2 billion yen (91.3%) to 532.6 billion yen, and profit for the year attributable toowners of parent increased by 184.7 billion yen (92.1%) to 385.1 billion yen on a year-on-year basis owing to theincrease in unit sales and revenue contribution from foreign exchange fluctuation.
Amount of money(Millions of Yen)

Change(%)

4,702,947

24.6

Operating profit

468,198

75.0

Profit before tax

532,574

91.3

Profit for the year attributable to owners of parent

385,084

92.1

Revenue

LAYBACKCROSSTREK- 28 -

[Translation for Reference and Convenience Purposes Only](Automobile Division)
Overall automobile demand in the United States, our mainstay market, increased from the previous fiscal year by
about 11% to approximately 15.8 million units. Total automobile demand in Japan increased by around 3% toapproximately 4.50 million units.
Under such business environment, production in Japan increased year on year by 27,000 units (4.7%) to 602,000
units and production overseas rose 69,000 units (23.0%) to 368,000 units on a year-on-year basis as we continued to
implement various initiatives in production and purchasing. This resulted in an increase in combined overseas anddomestic production of 96,000 units (10.9%) year on year to 970,000 units.
Demand for SUBARU vehicles was strong primarily in North America including the U.S., which is our mainstay
market, as well as Canada, and unit sales remained strong. Overseas unit sales increased year on year by 125,000 units(16.6%) to 878,000 units. While domestic unit sales decreased year on year by 1,000 units (0.8%) to 99,000 units,
combined overseas and domestic unit sales rose year on year by 124,000 units (14.5%) to 976,000 units.
Revenue increased by 903.1 billion yen (24.5%) to 4,593.6 billion yen owing to the increase in unit sales and revenue
contribution from foreign exchange fluctuation. Segment profit increased year on year by 198.3 billion yen (75.3%) to
461.5 billion yen thanks to the increase in unit sales and profit contribution from foreign exchange fluctuation despite
the increase in SG&A expenses.
Consolidated Unit Sales in the fiscal year ended March 2024

Unit sales(in 10 thousand units)

Change(in 10 thousand units)

Change
(%)

9.9

(0.1)

(0.8)

Passenger cars

8.7

0.5

6.7

Minicars

1.2

(0.6)

(33.7)

Total Overseas

87.8

12.5

16.6

North America

76.3

12.8

20.2

Europe

2.7

0.4

17.3

Australia

4.7

0.3

7.8

China

0.6

(0.4)

(37.5)

Other regions

3.4

(0.7)

(17.3)

97.6

12.4

14.5

Total in Japan

Total

FORESTERSOLTERRA- 29 -

[Translation for Reference and Convenience Purposes Only](Aerospace Division)
Delivery and orders increased in all of defense, private sector, and helicopter businesses. Revenue increased by 25.3
billion yen (32.0%) year on year to 104.3 billion yen owing in particular to an increase in delivery of Boeing 787
aircraft and rising sales of UH-2 utility helicopter. Segment profit improved by 4.7 billion yen year on year to 2.7
billion yen, turning profitable for the first time in four fiscal years.
The Aerospace Company will see growth in each of its three pillars: defense demand, civil demand, and helicopters,
due to a recovery in air passenger demand, increases in defense budgets, and solid orders for the UH-2/SUBARUBELL 412EPX.

UH-2Japan Ground Self-Defense Force Multi-Purpose Helicopter(Other Businesses)
Revenue increased by 0.1 billion yen (1.9%) to 5.0 billion yen on a year-on-year basis. Segment profit increased by
2.6 billion yen (42.0%) to 3.6 billion yen.

(In Japanese yen in million except for percentage change from the previous year)

By Business
Segment
Automobile

92nd
FYE2023

Revenue
93rd
ChangeFYE2024

3,690,551 4,593,639

Percentage
92ndChange FYE2023

Segment Profit
93rdChangeFYE2024

903,08824.5

263,261

461,524

198,263

Percentage
Change75.3

Aerospace

79,019104,317

25,29832.0(2,082)

2,667

4,749

-

Other

4,898

4,991

93

1.9

6,261

3,633

(2,628)(42.0)

Adjustments

-

-

43

374

331

769.8

267,483

468,198

200,715

75.0

Total

3,774,468 4,702,947--

928,479

24.6

Notes: 1. Revenue is the revenue from external customers.
2. Adjustment to segment profit refers to the elimination of intersegment transactions.

- 30 -

[Translation for Reference and Convenience Purposes Only](2) Status of Assets and Profit/Loss
90th
FYE2021

91st
FYE2022

92nd
FYE2023

93rd(current)
FYE2024

Revenue(Millions of yen) 2,830,210

2,744,520

3,774,468

4,702,947

Operating profit(Millions of yen)

102,468

90,452

267,483

468,198

Profit for the period attributable toowners of parent(Millions of yen)

76,51070,007200,431385,084

Ratio of operating profit to revenue

(%)

3.6

3.3

7.1

10.0

Profit for the year attributable toowners of parent for the period pershare, basic

(Yen)

99.77

91.28

261.33509.20Total assets(Millions of yen) 3,411,712

3,543,753

3,944,150

4,814,149

Total equity(Millions of yen) 1,786,383

1,901,019

2,109,947

2,565,394

Category

Ratio of equity attributable to ownersof parent to total assets

(%)

52.1

53.4

53.3

53.2

Equity attributable to owners ofparent per share(Yen)

2,318.17

2,465.41

2,739.27

3,409.45

Ratio of profit to equity attributable toowners of parent (ROE)

(%)

4.4

3.8

10.0

16.5

Price earnings ratio(Times)

22.09

21.34

8.09

6.77

Operating activities(Millions of yen)

289,376

195,651

503,759

767,665

Investing activities(Millions of yen) (272,174)(179,723)(336,813)(703,699)

Financing activities(Millions of yen)

13,966(98,502)(122,307)(66,469)

Cash and cash equivalents(Millions of yen)

907,326

883,074

979,529

1,048,000

Note: Profit for the period per share, basic is calculated based on the average number of shares during the period, and basic share
attributable to owners of parent is calculated based on the number of shares issued at the end of the period, excluding treasury
stock..

- 31 -

[Translation for Reference and Convenience Purposes Only](3) Issues That Must Be Addressed<Vision, value statement, corporate statement>
The Subaru Group, under its corporate statement of “We aim
to be a compelling company with a strong market presence built
upon our customer-first principle,” will evolve the value it
offers, which is Enjoyment and Peace of Mind, towards
achieving our vision of becoming a “company delivering
happiness to all.” At the same time, along with continuously
growing the Automobile Division and Aerospace Division as an
attractive global brand, we will strive for the sustainable growthof the Subaru Group and the realization of an enjoyable andsustainable society by seeking empathy from its customers,
retailers, local communities and all other stakeholders withrespect to our business activities.
We switched to a new management structure in 2023 and on August 2 of the same year we held a briefing on the
new management structure policies, in which we announced an update to our electrification plan targeting the year
2030 and our resolution to see our challenges through in the coming five years to 2028 with an eye to 2030.
In the new management structure policies also, there will be no change to our three visions set forth in themedium-term management vision STEP, viz. 1. Become a brand that is “different” from others by enhancing
distinctiveness, 2. Engage in business activities that resonate with customers by putting them center-stage, and 3.
Fulfill corporate social responsibilities by contributing to diversifying social needs. Similarly, our efforts in thepriority areas to date of corporate culture reforms and quality enhancement are positioned as the foundations
underlying Subaru’s sustainable growth, and under the new management structure also we will continue our actions
toward them as the basis for enhancing our competitiveness. Furthermore, in order to continue to pursue ourunwavering value statement of Enjoyment and Peace of Mind in the BEV*¹ era, we will step up our efforts toward“Evolution of the SUBARU Difference,” moving these up to the next stage in the form of two new initiatives:
Monozukuri Innovation and Value Creation.
*1. Battery Electric Vehicle<Surviving in the period of major transformation>
The automotive industry is experiencing a once-in-a-century transformation, and in recent years the changes havebeen even more non-linear and occurring at an unprecedented speed. We will adapt to these rapid changes in a more
timely manner, mindful of the concepts of flexibility and expandability.
[1] Subaru’s vision for 2030
⚫ Electric vehicle sales ratio target for 2030
The Company aims to reduce its well-to-wheel*2 CO2 emissions by 90% or more from 2010 levels by 2050 inworking to bring about a decarbonized society. To this end, we will apply electrification technology to all its vehicles
sold worldwide by the early 2030s. Further, regarding our milestone for 2030, we reviewed the target in our new
management structure policies and have set the target to make BEVs alone to account for 50% of our total global
sales. In this transition period when internal combustion engine (ICE) vehicles are being replaced by BEVs, theCompany believes that the popularity of BEVs will ebb and flow while gradually gaining market acceptance. We
will steadily pursue initiatives towards electrification while firmly grasping the changes in customer preferences
and market trends.
*2. Approach to calculating emissions including the emissions produced by the generation of electricity to be used by EVs and other vehicles⚫ EV lineup
As for the launch of BEVs in the market, we are planning to introduce four SUV models by the end of 2026 andadditional four models by the end of 2028 for a line-up of eight models in total. Of the four models to be launchedby end of 2026, Solterra, launched in the market in 2022, was jointly developed with Toyota Motor Corporation(hereinafter referred to as “Toyota”), bringing together the strengths of both companies. The remaining three models
will also be jointly developed by leveraging the knowledge and strengths in BEV development that Subaru andToyota have built up over the years, with one model produced at the Company’s Yajima Plant and another at Toyota’s
plant in the U.S. These will then be supplied to each other. In this era when it is hard to foresee the future, we will
launch attractive BEVs one after another in the market while mitigating risks and ensuring development andproduction flexibility leveraging the alliance.
- 32 -

[Translation for Reference and Convenience Purposes Only]
We are planning to install next-generation e-BOXER transmission, SUBARU’s unique HEV*3 equipped with a
BOXER engine based on Toyota Hybrid System, in the new Forester model to be introduced followed by Crosstrek.
We will also be ensuring product flexibility in the electrification transitional phase by enhancing HEV products.
*3. Hybrid Electric Vehicle⚫ Production system reorganization plan
The Company has been updating its reorganization plan for production of EVs in stages since May 2022. In
Japan, we are planning to start production of transaxles, the core unit of the next generation e-BOXER, in the fallof 2024 at the Kitamoto Plant and install them in vehicles produced at the Main Plant and Yajima Plant. We are alsoplanning to start mixed production of ICEs and BEVs at Yajima Plant and plan to supply BEVs produced there to
Toyota as well. In addition, we are also proceeding with various initiatives related to the addition of the dedicated
BEV line at the Oizumi Plant to be operational around 2027 or later. We are also planning on production of nextgeneration e-BOXER in the U.S., and the global production capacity in the transitional period will be about 1.2
million units.
As for production system in the age of electrification, we are preparing ourselves so as to be able to flexibly
respond in terms of balance between ICE, HEV, and BEV and the production ratio between the U.S. and Japan
reflecting the speed at which BEVs are spreading as well as market and customer trends bearing in mind the conceptsof flexibility and expandability.

[2] Determination for 2028
In order to realize our vision for 2030, we consider the period up to 2028 as very important and will work on two
key areas: Monozukuri Innovation and Value Creation. Our goal is to become a world leading company inMonozukuri and Value Creation, so that we do not fall behind in this era of major transformation in the automobile
industry. In this transition period when ICE vehicles are being replaced by BEVs, we aim to achieve our Monozukuri
Innovation and Value Creation at an early stage by shifting our focus and resources to BEVs while updating ourdevelopment process and product planning concurrently with our decision to update our production system byreorganizing our plants in Japan and overseas. We are determined to take on these challenges and see them throughthem by 2028.
⚫ Monozukuri Innovation
Through Monozukuri Innovation, we will promote high-density manufacturing by integrating our supply chain,including product development to production and the supply chain to create “one SUBARU,” something that can
only be achieved through nimbleness granted by our scale. Based on this approach, we will strive to achieve worldleading manufacturing by cutting the development process and lead time in half, the number of configurations andparts in half, and the production process and lead time in half.
In our operations, each segmented function, such as product concept, design, and production, waits for theprevious process to complete its work, and then passes the work on to the next process like a relay. Through our
Monozukuri Innovation initiatives, we will make the process agile, which will lead to a 50% reduction in
manufacturing time. In addition to this, by relentlessly advancing these initiatives, we will reduce the development- 33 -

[Translation for Reference and Convenience Purposes Only]
period and lead time in existing domains and strengthen our ability to respond to domains experiencing non-linear
transformation in this age of uncertainty.

⚫ Value Creation
In the U.S., Love Promise, the philosophy and initiatives to which our sales subsidiary Subaru of America (SOA)and its retailers are deeply committed has started bearing fruits. With SUBARU products at its core, the Subaru
Love Promise creates a strong bond between Subaru, its customers, its retailers, and its communities. We believe
this is the source of our value creation for society and the future, and we intend to protect and expand it. This
commitment will remain unchanged in the period of profound change and also in the era of the electric car. We willfurther enhance the value of our products that are at the heart of this strong relationship between SUBARU,
customers, retailers, and communities.
An important factor in creating value in the BEV era is to further enhance Enjoyment and Peace of Mind, theunwavering value that the Company offers to customers. As one example, we believe that our long-cultivated AWD(All-Wheel Drive) capability will be further enhanced by the precise control enabled by BEV technology, leading
to further enhancement of our strengths: safety and peace of mind. Further, we are pursuing new benefits for ourcustomers, such as a seamless and stress-free user experience in the age of the BEV. We will also provide further
benefits through our Retaining Value and Continuing to Deliver New-Car Feel initiatives, which are based on ourdesire for customers to have long relationships with their SUBARUs while maintaining the value of their vehicles.
We intend to realize these visions with our technologies. Through our products and technologies, we believe that
our customers can enjoy the unfading emotional value that comes from spending time with their SUBARU, such as“peace of mind,” “stimulated desire for self-challenge,” and their vehicles being “always up-to-date.” As the shift
to electrification progresses, SUBARU aims to become even closer to our customers’ lives through these efforts.
Various initiatives are being implemented so as to accelerate the achievement of Monozukuri Innovation andValue Creation. At its development base Innovation Hub, which started functioning in January 2024 in Ota City,
Gunma Prefecture, the Company’s employees gather together with business partners, without any barriers, in large
room activities to discuss development, production and other such matters. The Company is also collaborating withcompanies such as Aisin Corporation*4, Panasonic Energy Co., Ltd.*5, and AMD*6 and driving forward activities forachieving Monozukuri Innovation and Value Creation. Also, we have positioned the five fields of Monozukuri
Innovation, Battery Business, Digital Car, Connect Business, and Cost Reforms as Core Priority Themes andappointed five CXOs in charge of those fields. With these CXOs pursuing cross-divisional initiatives, we will speed
up Monozukuri Innovation and Value Creation.
*4. SUBARU and Aisin start collaboration related to eAxle for next-generation EV
https://www.subaru.co.jp/news-en/2024_03_12_114542/*5. SUBARU and Panasonic Energy concluded a basic collaboration agreement for supplying cylindrical lithium-ion batteries for vehicles
https://www.subaru.co.jp/news-en/2024_03_19_164541/*6. Subaru and AMD launch collaboration on SoC design, which combines stereo camera and AI inference processing
https://www.subaru.co.jp/news-en/2024_04_19_154452/- 34 -

[Translation for Reference and Convenience Purposes Only][3] Initiatives for realizing a carbon-free society
In order to contribute to a decarbonized society, Subaru has set long-term goals (long-term vision) for 2050 and
medium-term goals (milestones), regarding the product (Scope 3) and production phases (Scope 1 and 2). The
Company reviews these targets as necessary in response to non-continuous, rapid changes in the businessenvironment. In 2023, it raised the merchandise-related medium-term target to making BEVs account for 50% of
global sales in 2030 and the plant/office-related medium-term target to reducing the emissions by 60% FYE2036
compared with FYE2017. CO2 emissions from the use of products we sell account for most of the CO2 emissions
from the Company’s overall value chain, so it is important that we steadily implement initiatives for realizing
electrification of vehicles. We believe that proactive efforts by the Company to reduce direct CO2 emissions (Scope
1 and 2) of the SUBARU Group will enhance the emission reduction activities across the entire value chain, andtowards that end we are using renewable energy and upgrading to highly efficient machinery and equipment.
Meeting bodies aimed at reducing CO2 emissions in various fields manage initiatives towards creation of a carbonfree society throughout the value chain consisting of merchandise, plants, and offices as well as materials andcomponents, transportation, and disposal and ultimately they are supervised as a whole by the Environment Committee.
Category
Products(Scope 3)
Plants/Offices(Scopes 1 and 2)

Time frame

TargetReduce average well-to-wheel CO2 emissions of new vehicles (drive) by
2050
more than 90% compared with 2010*7
Apply electrification technologies*9 in all SUBARU vehicles*8
Early 2030s
produced and sold worldwide
2030
Aim to turn 50% of vehicles sold worldwide to BEVs
FYE March 2051 Achieve carbon neutrality
FYE2036
Reduce 60% compared with FYE March 2017 (total volume basis)*7. Reduce total CO2 emissions calculated based on the fuel efficiency (notified value) of all SUBARU automobiles sold across theworld by 90% or more compared to 2010 levels by 2050. Total volume basis. While changes in the sales quantity caused bychanges in the market environment shall be taken into consideration, it will not consider differences in running distance.
*8. Excluding models supplied by OEMs.
*9. Refers to technologies that foster the use of electricity such as EVs and hybrid vehicles.

<Human resource development>
Amid rapidly changing business environment, the driving force for Subaru to raise competitiveness and growsustainably is human resources, and fostering human resources is the source of our corporate competitiveness. The
three pillars of human resource development at SUBARU are encouraging autonomy, polishing individual ability,and building empathy, and we have been promoting various initiatives under key themes such as human resource
development and reform of organizational culture among others.
⚫ Human resource development that encourages independence and taking on challenges
Subaru has been implementing various initiatives to encourage employees to autonomously develop theircapabilities and take on challenges, supporting the growth of the individual. The Company offers the SUBARU
Vision Awareness Program to all employees with the aim of encouraging individual employees to take autonomous
actions for realizing its vision of “Delivering happiness to all,” and the program’s theme for FYE2024 was the new
management structure policies. In the program, employees deepen their understanding of initiatives under thepolicies, how they are linked to the realization of “Delivering happiness to all,” what individual employees arethinking and what actions they are about to take by watching videos and having discussions in workplaces, throughwhich it strives to encourage them to take autonomous actions.
Nurturing engineers, who are responsible for creating new technological values, is indispensable for us toconsistently meet the expectations of customers, which keep changing with the times. We are actively working to
upskill our engineers, a process to add new technical skills required in the era of the electric car to the technicalskills cultivated in internal combustion engines, and reinforce technical skills that embody the Subaru difference.
In particular, in FYE2023 we launched a training program for acquiring software skills at engineering departments
given the situation where creation of technological values is dependent on the software field. The training program
has two major course branches, one for new employees and another for existing employees, and we offer lecturesat the introductory, beginner, intermediate, and advanced levels in each branch.

- 35 -

[Translation for Reference and Convenience Purposes Only]⚫ Diversity management
In order to continuously create values unique to Subaru, the Group respects diversity of employees including
gender, nationality, culture, and lifestyle and strives to create a comfortable workplace environment where
employees with diverse range of individual characteristics and values can fully demonstrate their unique abilities.
The Company has been promoting assigning the right people to the right positions, cultivating human resources,
and promoting them to management positions so that they can play active roles and enhance their careers. We believethat the empowerment of women is of particular importance and have been working on the key issues of supporting
female employees in their pursuit of career development and in their efforts to balance work and childcare. Subaru
has been placing emphasis on nurturing female managers as part of support for their career development, and it aims
to more than double the number of female employees in managerial positions by 2025 compared with the level in
2021. Toward achieving this goal, we have been developing and implementing various training programs including
promotion of the Women’s Leadership Program, which provides guidance and education tailored to individual
female employees aspiring to become managers, and the Executive Forum for having dialogues with female
executives. In addition, the Company in November 2023 disseminated a message regarding further promotion of activeroles for female employees from top management to all employees. As a result of these initiatives, 43 out of 1,132
managerial employees were female as of the end of April 2024, up 1.8 times compared with 24 in 2021.
The Group has been implementing various initiatives, in addition to the above, for developing human resources.
By further deepening these measures, it aims to link the growth of the individual to the growth of the organization
and raise its corporate competitiveness, and at the same time create processes and technologies that will become thestandards of the new era by building an environment where these innovation leaders, who will bring about
Monozukuri Innovation and Value Creation, can fully demonstrate their abilities in the era of major transformation.

<Management conscious of cost of capital and stock price>
The Company believes that it is essential to implement management that is conscious of cost of capital and stock
price*10 for its sustainable growth. Our ROE has remained above cost of capital except for FYE2021 and FYE2022,
when the production volume declined significantly due to the shortage of semiconductor supply, and our PBR mostrecently has recovered to about one time mainly owing to normalization of production and sales environment andforeign exchange fluctuations. In this period of major transformation in the automobile industry, we will steadily
implement our world-leading Monozukuri Innovation and Value Creation and introduce competitive products with
the Subaru difference to pursue industry-leading profitability and an ROE of 10% or higher as long-term targets
with an eye to 2030.
Our PER is currently at around seven to eight times, which appears to be low in comparison with the average
PER of companies listed on the TSE Prime Market. This is attributable to the current situation where it is difficult
to raise expectations given the uncertainties in the medium- to long-term outlook caused by factors such as
electrification. We will further strengthen IR activities and disclose the progress being made in our strategy related
to electrification, which is expected to be a pillar of growth, to raise expectations for the Company.

*10. See “Action to Implement Management That Is Conscious of the Cost of Capital and Stock Price” announced on March 15, 2024,- 36 -

[Translation for Reference and Convenience Purposes Only]for details. https://www.subaru.co.jp/en/outline/pdf/governance_action_e.pdf(4) Status of Principal Subsidiaries, Etc. (as of March 31, 2024)[1] Status of principal subsidiaries
Name

Address

Capital Stock

Holding
Ratio of
Voting Rights

Main Businesses

Fuji Machinery Co., Ltd.

Gunma

480 million yen

100.0%

Manufacture and sales of automotiveparts

Ichitan Co., Ltd.

Gunma

480 million yen

100.0%

Manufacture and sales of automotiveparts

KIRYU INDUSTRY Co., Ltd.

Gunma

400 million yen

100.0%

Manufacturing of repair parts for Subaru
cars, Subaru vehicle rust prevention
works, manufacture of Subaru custombuild cars, etc.

Subaru Logistics Co., Ltd.

Gunma

96 million yen

100.0%

Shipping, land freight and warehousingof Subaru vehicles, etc.

H. B. C. Co., Ltd.

Kanagawa

490 million yen

68.0% Storing and shipping of Subaru vehicles

Hokkaido Subaru Inc.

Hokkaido

98 million yen

100.0% Sales of Subaru vehicles and components

Miyagi Subaru Inc.

Miyagi80 million yen

100.0% Sales of Subaru vehicles and components

Niigata Subaru Inc.

Niigata

100 million yen

100.0% Sales of Subaru vehicles and components

Kanagawa Subaru Inc.

Kanagawa

100 million yen

100.0% Sales of Subaru vehicles and components

Chiba Subaru Inc.

Chiba

100 million yen

100.0% Sales of Subaru vehicles and components

Tokyo Subaru Inc.

Tokyo

100 million yen

100.0% Sales of Subaru vehicles and components

Nagoya Subaru Inc.

Aichi

100 million yen

100.0% Sales of Subaru vehicles and components

Osaka Subaru Inc.

Osaka

100 million yen

100.0% Sales of Subaru vehicles and components

Hiroshima Subaru Inc.

Hiroshima

92 million yen

100.0% Sales of Subaru vehicles and components

Fukuoka Subaru Inc.

Fukuoka

50 million yen

100.0% Sales of Subaru vehicles and components

Subaru Finance Co., Ltd.

Tokyo

2,000 million yen

Leasing and rental of Subaru vehicles;
100.0% credit and financing related to Subaru
vehiclesSubaru USA Holdings Inc.

US

USD 869,757,000

100.0%

Subaru of Indiana Automotive,
Inc. (SIA)US

USD 794,045,000

100.0%

Subaru of America, Inc. (SOA)US

USD 241,000

North America Subaru Inc.
(NASI)US

USD 5,000- 37 -

Provision of corporate services to US
subsidiaries

Purchasing of production parts for
Subaru vehicles, sales of completed
vehicles to Subaru of America Inc.
(SOA) and others
Sales of Subaru manufactured vehicles,
100.0% Subaru of Indiana Automotive, Inc. (SIA)
manufactured vehicles and parts
Technical investigation for Subaru
manufactured vehicles, Subaru of Indiana
Automotive, Inc. (SIA) manufactured
100.0%
vehicles in North America market,
automobile related regulatory compliancein the US[Translation for Reference and Convenience Purposes Only]

Name

Address

Capital Stock

Holding
Ratio of
Voting Rights

Main Businesses

Subaru Canada, Inc. (SCI)

CanadaCAD 30,000,000

100.0%

Sales of Subaru manufactured vehicles,
Subaru of Indiana Automotive, Inc. (SIA)
manufactured vehicles and parts

Subaru Europe N. V./S. A. (SE)

Belgium

EUR 87,504,000

100.0%

Sales of Subaru vehicles and components

Subaru of China Ltd. (SOC)China

CNY 187,354,000

100.0%

Sales of Subaru vehicles and components

Yusoki Kogyo K. K.

Aichi

100 million yen

100.0%

Manufacture and sales of aircraft parts to
SubaruFuji Aircraft Maintenance Co., Ltd.

Tokyo

30 million yen

100.0%

Inspection, service and maintenance of
aircrafts

Subaru Kohsan Co., Ltd.

Tokyo

675 million yen

100.0%

Rental and management of real estate

SUBARU IT CREATIONSCORPORATIONS

Saitama

100 million yen

100.0%Development and operation of theGroup’s IT systems

Notes:1．As of end of March 2024, there are 73 consolidated subsidiaries including the above 27 companies, and nine equity method
affiliates.
2．The ratio of voting rights of Subaru of China Ltd. (SOC) increased from 60.0% to 100.0% as of June 20, 2023.
3．As of April 1, 2024, SUBARU IT CREATIONS CORPORATION will take measures to address the changes in the businessenvironment due to the rapid development and spread of digital technology.

[2] Other
In 2005, the Company agreed to sign a business alliance agreement with Toyota Motor Corporation and has beenstrengthening the alliance in stages. As of the end of March 2024, Toyota held 153,600,000 shares (20.42% of thecommon stock issued [excluding treasury shares] by the Company) in the Company. Similarly, the Company owned
44,868,000 shares in Toyota.
Since 2012, we have been manufacturing the sports cars “SUBARU BRZ” and “Toyota 86 (current GR86)”
jointly developed with Toyota at our Gunma Plant. In addition, the Company receives OEM vehicle supplies from
Daihatsu Motor Co, Ltd., a subsidiary of Toyota, which contributes to focusing our limited resources ondevelopment of models with higher profitability.
Moreover, under the shared slogan of creating “ever-better cars,” the two companies together developed BEVs
“SOLTERRA” and “bZ4X,” electric vehicles that combine Toyota’s electrification technologies and the Company’s
AWD(All-Wheel Drive) technology through the enhancement of the business and capital tie-up in 2019, and we
introduced the models to the market in 2022.
In order to survive this once-in-a-century profound transformation period faced by the automobile industry, thetwo companies will bring together their respective strengths by, for instance, expanding the use of the Toyota Hybrid
System in Subaru models, cooperating in the domain of connected vehicles, and ensuring technical collaboration in
the field of autonomous driving, and effectively leverage the business and capital alliance.

Left: GR86

Right: SUBARU BRZ- 38 -

Jointly developed BEV; model nameused by Subaru: “SOLTERRA”

[Translation for Reference and Convenience Purposes Only](5) Capital Expenditures
The amount of capital expenditures incurred by the Group during the current fiscal year was 167.5 billion yen.
The main purposes of use include production, R&D or marketing in the Automotive Business Unit. Capital
expenditures by business segment are stated below.
By Business Segment

Amount of Expenditures(in million yen)

Automobile Division

159,452

Aerospace Division

Descriptions of Facilities

Funding Method

6,087

Automobile production, R&D,
and selling facilities
Aircraft production facilities

Own funds andborrowing
Same as above

Other Businesses

1,956

Welfare facilities, etc.

Same as above

Total

167,495--

Notes: 1. The above amounts do not include consumption tax, etc.
2. There was no retirement or sale of important facilities, except for the retirement or sale of ordinary facilities for replacement
purposes.
3. In addition to the above, the Automobile Division invested 13.7 billion yen to acquire business assets such as vehicles for lease.
4. Capital expenditures by business segmentThe Automobile Division incurred capital expenditures of 91.4 billion yen, most ofwhich was invested in production facilities for new products, R&D facilities, and improvement of quality and work environmentof the Company. Furthermore, in Subaru of Indiana Automotive Inc. (SIA), the division incurred capital expenditures of 43.0
billion yen, a major part of which was invested in the production facilities for new products and improvement of quality and work
environment.
The Aerospace Division incurred capital expenditures of 6.0 billion yen, which was mainly invested to strengthen the
production foundation and improvement of workplace environment at Subaru Corporation.

(6) Status of Fund Procurement[1] The Company took out long-term loans totaling 119.5 billion yen in the fiscal year under review, and issued
eighth and ninth rounds of unsecured bonds worth 23.0 billion yen in November 2023.
[2] The Company has entered into a commitment line agreement totaling 201.0 billion yen.

- 39 -

[Translation for Reference and Convenience Purposes Only]2.

Directors and Corporate Auditors(1)

Name of Directors and Corporate Auditors (as of March 31, 2024)
Main fields of
Title
Name
responsibilities
in the Company

Director, Chairman[Chairman of the Board][Chairman of the Executive
Nomination Meeting][Chairman of the Executive
Compensation Meeting]
Representative Director,
President[Member of the Executive
Nomination Meeting][Member of the Executive
Compensation Meeting]
Representative Director,
Deputy President

Tomomi Nakamura-

Representative Director andChairman, Japan Aircraft
Development Corporation

Atsushi Osaki

CEO (Chief Executive
Officer)
Aerospace Company

Director, Subaru of Indiana
Automotive, Inc. (SIA)
Director, Subaru of America,
Inc. (SOA; appointed in April
2023)

Fumiaki Hayata

Secretarial Office,Human Resources Dept.
Sales, marketing

Director, Subaru of America,
Inc. (SOA)

Director,
Executive Vice President

Katsuyuki Mizuma

Director,
Executive Vice President

Tetsuo Fujinuki

Outside Directors(independent)[Member of the Executive
Nomination Meeting][Member of the Executive
Compensation Meeting]Yasuyuki Abe

Outside Directors(independent)[Member of the Executive
Nomination Meeting][Member of the Executive
Compensation Meeting](Significant Positions
Concurrently Held)

CFO (Chief Financial
Officer)
CRMO (Chief Risk
Management Officer)
Finance & Accounting
Dept.
CTO (Chief Technology
Officer)Engineering Division,
Technical ResearchCenter,CTO Strategy Office

Miwako Doi- 40 -

Director, Subaru USA
Holdings Inc.
Director, Subaru of Indiana
Automotive, Inc. (SIA)
Director, Subaru of America,
Inc. (SOA)

Director, Subaru Tecnica
International Inc.

-

Outside Director, HOYA
Corporation-

Auditor, National Institute ofInformation andCommunications Technology(part-time)
Executive Vice President,
Tohoku University (part-time)
Executive Director, Nara
Institute of Science andTechnology (part-time)
External Director, Isetan
Mitsukoshi Holdings Ltd.
Outside Director, NGK Spark
Plug Co., Ltd.

[Translation for Reference and Convenience Purposes Only]

Title
Outside Directors(independent)[Member of the Executive
Nomination Meeting][Member of the Executive
Compensation Meeting]Standing Corporate Auditor[Chairman of the Board of
Corporate Auditors]

Main fields of
responsibilities
in the Company(Significant Positions
Concurrently Held)

Fuminao Hachiuma-

Outside Director, Seven & i
Holdings Co., Ltd. (appointed
in May 2023)
Outside Audit & Supervisory
Board Member, YKK AP Inc.
(appointed in June 2023)

Yoichi Kato

-

-

Name

Standing Corporate Auditor

Hiromi Tsutsumi-

Outside Corporate Auditors(independent)

Yuri Furusawa-

Outside Corporate Auditors(independent)

Yasumasa Masuda-

Corporate Auditor, Ichitan
Co., Ltd. (retired in March2024)
Corporate Auditor, Tokyo
Subaru Inc. (retired in March2024)
Outside Audit & Supervisory
Board Member, Kubota
Corporation
Outside Director, Chairman of
the Audit Committee,
Olympus Corporation

Notes: 1. Directors Tetsuo Fujinuki and Fuminao Hachiuma and Corporate Auditor Yasumasa Masuda were elected and appointed at
the 92nd Ordinary General Meeting of Shareholders held on June 21, 2023.
2. Directors Yasuyuki Abe, Miwako Doi, and Fuminao Hachiuma are outside directors as prescribed in Article 2, Item 15 of
the Companies Act. The Company has no significant transaction with HOYA Corporation, for which Mr. Yasuyuki Abe
concurrently serves as an outside director. The Company has no significant transaction with National Institute ofInformation and Communications Technology, for which Ms. Miwako Doi concurrently serves as auditor, Tohoku
University, for which she concurrently serves as executive vice president, Nara Institute of Science and Technology, forwhich she concurrently serves as executive director, and Isetan Mitsukoshi Holdings Ltd. and NGK Spark Plug Co., Ltd.,for which she concurrently serves as outside director. The Company has no significant transaction with Seven & i Holdings
Co., Ltd., for which Mr. Fuminao Hachiuma concurrently serves as outside director, as well as YKK AP Inc., for which heconcurrently serves as outside Audit & Supervisory Board member.
3. Corporate Auditors Yuri Furusawa and Yasumasa Masuda are outside statutory auditors as prescribed in Article 2, Item 16of the Companies Act. The Company has no significant transaction with Kubota Corporation, for which Ms. Yuri Furusawa
concurrently serves as outside audit and supervisory board member. The Company has no significant transaction with
Olympus Corporation, for which Mr. Yasumasa Masuda concurrently serves as an outside director.
4. Corporate Auditor Yuri Furusawa has held key positions in the Ministry of Land, Infrastructure, Transport and Tourism, andhas been involved in the promotion of workstyle reform, active participation by women and diversity in the Cabinet Secretariat,
and has significant knowledge in these areas.
5. Corporate Auditor Yasumasa Masuda served as Senior Corporate Executive and CFO of Astellas Pharma Inc. andIndependent Non-Executive of Deloitte Tohmatsu LLC, and has significant knowledge in finance and accounting.
6. The Company has reported Directors Yasuyuki Abe, Miwako Doi, and Fuminao Hachiuma as well as Corporate Auditors
Yuri Furusawa and Yasumasa Masuda as independent officers to the Tokyo Stock Exchange. They meet the criteria for
independence of outside officers set forth by the Tokyo Stock Exchange and the criteria for independence of outside officers
set forth by the Company.

- 41 -

[Translation for Reference and Convenience Purposes Only]
7. Key responsibilities of the directors as of April 1, 2024 are shown below.

Main fields of
responsibilities in
the Company

Title

Name

Director, Chairman[Chairman of the Board][Chairman of the Executive Nomination Meeting][Chairman of the Executive Compensation Meeting]

Tomomi Nakamura-

Representative Director, President[Member of the Executive Nomination Meeting][Member of the Executive Compensation Meeting]Atsushi Osaki

CEO (Chief Executive Officer)

Representative Director, Deputy President

Fumiaki Hayata

Secretarial Office, Human Resources Dept.,
sales, marketing, cost, procurement

Director, Executive Vice President

Katsuyuki Mizuma

CFO (Chief Financial Officer)
CRMO (Chief Risk Management Officer)
Finance & Accounting Dept.

Director, Executive Vice President

Tetsuo Fujinuki

CTO (Chief Technology Officer), Engineering
Division, Technical Research Center, CTO
Strategy Office- 42 -

[Translation for Reference and Convenience Purposes Only](2) Policy and Procedure for Determination of Compensation for Directors (the fiscal year
under review [FYE2023])[1] Matters Concerning the Policy for Determining Details of Compensation for Individual Directors
The Company deliberated and decided on the proposal of the policy for determining details of compensation
for individual directors approved by the Executive Compensation Meeting at the Board of Directors meeting heldon March 3, 2022. The Board of Directors has judged that the content of the compensations for individual directors
for the fiscal year under review adhere to the decision policy, as the Executive Compensation Meeting has beendelegated by the Board of Directors to decide the details of the compensations, and they have been decided aftersufficient deliberations by the meeting members including outside directors.
Below is the summary of the decision policy regarding the content of compensation, etc. for individual directors.
1.

Basic policy
As a basic policy, compensation for directors of the Company is determined in view of the following items:(1) Compensation is at a level commensurate with the roles and responsibilities of directors and isappropriate, fair, and balanced.
(2) The compensation structure is determined by giving consideration to providing motivation for sustained
improvement in corporate performance and corporate value and securing excellent human resources.

2.

Composition of compensation
Compensation for Directors consists of base compensation, short-term performance-linked bonus, andcompensation in restricted stock (for non-resident officers, phantom stock, instead of restricted stock).
Compensations for outside directors and corporate auditors consist of base compensation alone taking into
consideration their independent position and duties.
(1) Policy for the Fixed Monetary Compensation
Directors shall receive the Fixed Monetary Compensation monthly as basic compensation. The amountfor individual directors shall be determined based on their positions, taking into consideration elements
such as the business environment.
(2) Policy for Performance-linked Compensation
Directors, excluding Outside Directors, shall receive annual performance-linked bonus by cash at a
certain time of the year. The specific amount is determined according to a compensation table by position
prepared based on the consolidated profit before tax for the current fiscal year as a key performanceindicator (KPI). In addition, in order to facilitate the achievement of the Group’s medium- and longterm strategy targets, a portion of the restricted stock compensation to be granted as non- monetarycompensation (see (3) below) will be set as Performance Share Units (PSUs), in which the number ofshares granted is linked to the degree to which target business results are achieved. Consolidated returnon equity (ROE), a key financial indicator in the mid-term strategy, as well as employee engagement asa non-financial indicator will be adopted as KPIs for PSUs. The Company will appropriately review the
KPIs for annual performance-linked bonuses and PSUs based on changes in the environment and reports
from the Executive Compensation Meeting.
(3) Policy for Non-monetary Compensation
The Company grants restricted stock units to Directors (excluding Outside Directors) for the purpose ofproviding them an incentive for sustained improvement of the Company’s corporate value and further
value sharing with the shareholders. A portion of the restricted stock compensation shall be granted as
fixed compensation and the remainder as variable compensation, both of which shall be prohibited frombeing transferred during the term of office and the restriction on transfer shall be lifted upon retirement.
Restricted stock compensation in the form of fixed compensation (RS) shall be granted as shares of theCompany’s common stock that are equivalent to a standard amount determined by taking into
consideration the Company’s business performance, the scope of each Director’s responsibilities, andvarious other circumstances at a certain time of the year. At a certain time of the year, the Company shall
grant restricted stock compensation in the form of fixed compensation (PSU) in a number of units (1unit = 1 share) that are equivalent to a standard amount determined by taking into consideration the
Company’s performance, the scope of each Director’s responsibilities, and various other circumstances.
After the evaluation period (the single fiscal year that includes the date on which units are granted),
shares of the Company’s common stock shall be granted in a number calculated by multiplying thenumber of units by a payment ratio (50% to 100%) that is determined in conjunction with the degree towhich the target business performance indicators have been achieved.
- 43 -

[Translation for Reference and Convenience Purposes Only]
The total number of shares of the Company’s common stock to be allocated to Directors as restricted
stock compensation as part of RS and PSUs shall be limited to 150,000 shares per year. In addition, theCompany and Directors shall enter into a restricted stock allotment agreement that includes an overview
and provisions that state (1) Directors shall not, for a set period of time period during his/her term ofoffice as an officer of the Company, transfer, create a security interest on, or otherwise dispose of theshares of the Company’s common stock that have been allotted to them, and (2) the Company may
acquire the said shares of its common stock without compensation if certain events occur.
3.

Policy for determining the proportion of the Fixed Monetary Compensation, performance-linked
compensation, and non-monetary compensation to the total amount of compensation, etc. forindividual directors
The Company shall appropriately determine the proportion of compensation by type of directors excluding
outside directors in reference to the compensation levels and compensation mix of companies of a similar
scale to the Company or industry peers obtained through an external research company, and in considerationof factors such as the Company’s overall salary level and social situations. The following proportions are
generally used as rough standards (for performance-linked compensation, the proportions are those of thebase amount).
Breakdown
Basiccompensation
Fixed Monetary
Compensation
Performance- linked
Compensation
Non-monetary
Compensation

Annualperformancelinked bonuses

Rate
Restricted stockcompensation
PSU

●
●

Directors otherthan thePresident

45%

50%

45%*1

40%*2

25%*1

20%*2

RS

●
●

President●

The Company shall appropriately review the compensation level and compensation mix in consideration of
the Company’s business environment, as well as the situation of companies of a similar scale to the Company
or industry peers, and other circumstances based on reports from the Executive Compensation Meeting.
4.

Matters regarding decision of compensations
The Executive Compensation Meeting, by a resolution of and upon delegation by the Board of Directors,
determines specific amounts of compensation, etc. of individual directors, following sufficient deliberation
by its members including outside directors. Its authorities include the determination of specific amounts ofbasic compensation, annual performance-linked bonuses, and restricted stock compensation (includes
phantom stock), and their payment schedule. With regard to revisions of the compensation system and othermatters pertaining to compensation overall, proposals approved by the Executive Compensation Meeting aredeliberated and decided on by the Board of Directors. The total amount of compensation for individual
directors and the levels of each compensation item are set depending on their responsibilities, and whether
he or she is an internal or outside director, by utilizing research data compiled by outside specialized agencies.
To ensure transparency and effectiveness of the executive compensation determination process, theExecutive Compensation Meeting shall, by a resolution of the Board of Directors, be structured so that the
majority of its members are outside directors, and its chairman shall be appointed by a resolution of the Boardof Directors.

*1. Each of the performance-based compensation (45%) and non-monetary compensation (25%) includes restricted
stock unit compensation (PSU) (15%).
*2. Each of the performance-based compensation (40%) and non-monetary compensation (20%) includes restricted
stock unit compensation (PSU) (10%).

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[Translation for Reference and Convenience Purposes Only][2] Matters concerning the resolutions of the General Meetings of Shareholders on compensation, etc. for
directors and corporate auditors
By a resolution passed at the 85th Ordinary General Meeting of Shareholders, held on June 28, 2016, themaximum total amount of annual compensation, etc., for directors is 1.2 billion yen (including 200 million yen
for outside directors). The number of directors was eight (including two outside directors) at the end of themeeting. By a resolution passed at the 91st Ordinary General Meeting of Shareholders on June 22, 2022, the total
amount of monetary compensation related to restricted stock units is required to be within the above maximum
total and up to 200 million yen annually. The number of directors (excluding outside directors and non-resident
directors) pertaining to the provisions of the said resolution was five.
By a resolution passed at the 75th Ordinary General Meeting of Shareholders, held on June 27, 2006, themaximum total amount of annual compensation, etc., for corporate auditors is 100 million yen. The number ofcorporate auditors was four at the end of the meeting.
[3] Status of the activities of Executive Compensation Meeting
The Company has set up an Executive Compensation Meeting, a voluntary committee, in order to enhance theeffective governance structure based on the existing organizational design (the details of its authority are describedin the above [1] 4). To ensure transparency and effectiveness of the executive compensation determination process,the Executive Compensation Meeting shall, by a resolution of the Board of Directors, be structured so that the
majority of its members are outside directors, and its chairman shall be appointed by a resolution of the Board of
Directors.
The Executive Compensation Meeting in the fiscal period under review comprised of three outside directors(Yasuyuki Abe, Miwako Doi, and Fuminao Hachiuma) and two internal directors (Tomomi Nakamura and Atsushi
Osaki) and Tomomi Nakamura served as its chair.
The Executive Compensation Meetings were held eight times in the fiscal period under review. The bodysubmitted a report on a proposed revision to a policy for determining the directors’ compensation system and thecontent of their individual compensations, etc. and discussed the level of compensation for officers utilizing datafrom external research. It also made decisions on matters such as performance-linked bonus amount for directors(except for outside directors) based on performance evaluation and individual standard amounts regarding
restricted stock units.
[4] Total Compensation for Directors and Corporate Auditors for the Fiscal Period
Total compensation (millions of yen)
Restricted stock
Basic compensation
Short-termcompensation(paid in fixed monthly performance-linked
installments)
bonuses
PSU
RS

Category

Inside directors (7)

213

244

69

65

591

Outside directors (4)

38

-

-

-

38

Inside corporate auditors (2)

63

-

-

-

63

Outside corporate auditors (4)

26

-

-

-

26

Total (17)

340

244

69

65

718

Directors (11)Corporate
auditors (6)Notes: 1. Figures in the above table include two internal directors and an outside director, and two outside corporate auditors who
resigned before the last day of the fiscal period under review. At the end of the period, there were eight directors, including
three outside directors, and four corporate auditors, including two outside corporate auditors.
2. The total amount of the above indicates the amount recorded as an expense at the end of the period and includes
undetermined compensation (phantom stock granted to non-residents, PSU, etc.).
3. The amounts of phantom stock and PSU were calculated using the closing price of the shares in the Company’s common
stock on Prime Market of the Tokyo Stock Exchange on March 31, 2024. When they are granted in reality, the Company
will apply the share price as of the issuance.

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[Translation for Reference and Convenience Purposes Only][5] Matters regarding performance-linked remuneration
The table below shows the results of key performance indicators (KPIs) used to calculate the annual
performance-linked bonus amounts and the number of PSUs granted corresponding to the financial results for the
fiscal year under review (the calculation method is described in the above [1] 2 (2)).
The Company decides the annual performance-linked bonuses for individual directors based on the
consolidated profit before tax by setting a compensation table in which the higher his/her position is, the moreclosely his/her compensation is linked to annual performance.
In addition, in order to facilitate the achievement of the Group’s medium- and long-term strategy targets, theCompany has adopted the Performance Share Units (PSU), in which the number of shares granted is linked to thedegree of achievement of the targets for key financial indicator (ROE) and non-financial indicator (employee
engagement), for a portion of the restricted stock compensation to be granted as non-monetary compensation. Annual
performance-linked bonuses and restricted stock compensation are not granted to outside directors in view of theirroles of fulfilling monitoring and oversight functions of corporate management from an independent position.
Performance indicators

Results

Consolidated profit before tax

532.6 billion yen

ROE
Employee engagement indicator
improvement points

16.5%-11 points[6] Details of non-monetary compensation
Details of Restricted Stock Compensation Plan and the grant status of the restricted stock units are provided in“(5) Status of the Company’s shares granted to directors as consideration for the execution of duties in the fiscal
period under review (p.13),” “3．Information on Shares Issued by the Company,” of Matters Omitted in theDocuments Accompanying the Notice of Convocation of the 93rd Ordinary General Meeting of Shareholders andthe above [1] 2 (3).

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