[Translation for Reference and Convenience Purposes Only]

Notice of Convocation of
the 92nd 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 92nd 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.
This fiscal period was also marked with parts supply restrictions due to continued semiconductor shortage. But
to produce and deliver as many cars as possible to our customers, we have promoted various initiatives across theentire value chain such as evolving our company-wide activities (e.g., flexibly adjusting our production plans) and
implementing sales tactics such as improving price policies and sales structure, reducing cost, etc. As a result, wewere able to increase our revenue and profit. Revenue grew to 3.7745 trillion yen (37.5% yoy increase) and operating
profit grew to 267.5 billion yen (195.7% yoy increase) . In light of this, we have decided to increase shareholder
dividends by 10 yen per share for both the interim and year-end dividends compared to the forecast at the beginningof the fiscal year, as well as repurchase and retire up to 40 billion yen of treasury stock to improve capital efficiency.
Regarding the production of BEVs*, we have announced our “Strategic Reorganization of Domestic Production ”
in May 2022. Now, one year later, we are preparing to increase the production capacity of the Yajima Plant fromthe initially planned 100,000 units per year to 200,000 units by around 2026 to build a production system that canbetter flexibly respond to regulatory and market trends. Moreover, our production capacity for 2028 and beyond(including the Oizumi Plant to be newly established) is expected to be around 400,000 units. Our target global sales
for 2026 is 200,000 units. By the end of 2026, we plan to have a lineup of 4 BEV models by newly launching 3
BEVs in addition to Solterra, a model jointly developed by Toyota Motors that is already in the market.
Since being inaugurated as the President in 2018, we have been navigating a turbulent business environment(e.g., recovery of trust from inappropriate incidents related to final vehicle inspections; business continuity during
the COVID-19 crisis; ongoing supply issues for semiconductors and other parts). However, we have persevered byfocusing on our missions of strengthening corporate governance, reforming product quality and organizational
culture, strengthening relationship with Toyota Motors, and improving the value of the SUBARU brand. My
endeavor has been to responsibly pass the management baton to my successor. As there have been signs ofimprovement in our corporate and profit structures, we have deepened our discussions at the Executive Nomination
Meeting that is also participated by our outside directors during the past year, and have resolved and announced
our decision, during the Board of Directors meeting in March 2023, to inaugurate a new President.
Mr. Osaki, who is scheduled to be the next president, possesses all the qualities in light of the "ideal CEO image"defined by Subaru. Although I plan to step back from the front lines of execution after the conclusion of this Ordinary
General Meeting of Shareholders, I, as the Chairman, plan to thoroughly watch over and support the new president
and provide full support to our new system.
We hope to have a continued support from our shareholders.
Tomomi Nakamura
Representative Director, President and CEO

Tomomi Nakamura*

Battery Electric Vehicle- 1 -Atsushi Osaki

[Translation for Reference and Convenience Purposes Only](Securities Code: 7270)
June 1, 2023
(Start date of electronic provision measures: May 23, 2023)
1-20-8, Ebisu, Shibuya-ku, Tokyo, Japan

Notice of Convocation of
the 92nd Ordinary General Meeting of Shareholders
To our Shareholders:
You are cordially invited to attend the 92nd 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 92nd 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 20, 2023, after reviewing
the reference documents for the General Meeting of Shareholders described below.
Sincerely,
Tomomi Nakamura,
Representative Director, President and CEO

1 Date10 a.m., Wednesday, June 21, 2023 (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
1. Business report, consolidated financial statements, and reporting of results of audits on
Matters forconsolidated financial statements by accounting auditors and the Board of Corporate
Reporting
Auditors for the 92nd fiscal period (April 1, 2022 to March 31, 2023)
2. Report on non-consolidated financial statements for the 92nd fiscal period (April 1,
2022 to March 31, 2023)

3 Purposes

Matters for
Resolution

Proposal No. 1: Approval of the Proposed Appropriation of Retained Earnings
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- 2 -[Translation for Reference and Convenience Purposes Only][Exercise of Voting Rights by Mail]
4 Exercise of
Voting Rights Please indicate your vote for or against each of the proposals on the enclosed voting form, and return theform to the Company so that it arrives no later than 6:00 p.m., Tuesday, June 20, 2023 (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/)” designatedby the Company. This site is provided in Japanese only. Once on the site, please enter the Voting Codeand 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 20, 2023 (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 the Company.
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 to measures for
5 Othertheelectronic
provision of information delivered in response to request for documents. Among thematters
matters
subject
to measures for the electronic provision of information, the following matters are notconcerningstatedintheconcerned
documents in accordance with relevant laws and regulations and the provisions
Generalof
Article15oftheArticlesof Incorporation of the Company. Instead, such matters are posted on the
Meeting ofCompany's
website,
etc.
on
the
Internet as “Matters Omitted in the Documents Accompanying the Notice
Shareholders
of Convocation of the 92nd 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.
[1] “Main Businesses,” “Major Places of Business, Etc.,” “Main Lenders,” “Basic Approach to
Corporate Governance,” “Summary of Company Organizational Bodies and Key Meetings,” “Policy
and Procedures on Nomination of Candidates for Directors and Corporate Auditors,” “Outside
Directors and Corporate Auditors,” “Summary of Contract for Limitation of Liability,” “Summaryof Directors and Officers Liability Insurance,” “Summary of Evaluation of the Effectiveness of theBoard of Directors,” “Information on Shares Issued by the Company,” “Information on Shares Heldby the Company,” “Company Framework and Policies,” and “Accounting Auditors” of Business
Report[2] “Consolidated Statements of Financial Position,” “Consolidated Statements of Income,”“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 Reporton Non-consolidated Financial Statements,” and “Board of Corporate Auditors’ Report” of
Audit Report
In preparing the audit report, Corporate Auditors audited [1], [2] and [3] above in addition to Business
Report described in this document, and Accounting Auditors audited [2] and [3].
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 provision of
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: No later than 6:00 p.m., Tuesday, June 20, 2023
- 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 the return to shareholders as an important managerial issue and have adopted
performance linked approach based on continuous and stable dividend payouts, taking into account the businessperformance, investment plans, and business environment for each fiscal period. The Company decides the amountof dividend for each fiscal year based on the policy of consolidated dividend payout ratio of 30% to 50% by taking
into account various conditions.
The Company would like to propose the dividends for the 92nd fiscal period in the manner described below,
taking into account the financial results for the fiscal year under review, future business development, andmanagement environment among other factors, in accordance with its most recent dividend forecast.
1. Type of Dividend

Cash

2. The Matters Regarding theAssignment of the Dividend
Property to Shareholders and the
Total Amount Thereof¥38 per share of the Company’s common stock
Total dividends: ¥29,160,508,704

3. Effective Date

June 22, 2023

The total annual dividend for the year under review would be ¥76 per share including
the paid interim dividend of ¥38 per share(Reference) Trends of Dividends

Annual dividend per share(Yen)
240

50.3

56.1

Total return ratio(%)
61.3

Consolidated dividend payout ratio(%)
49.1

180
120

29.1

100

60

56

56

90th
FYE2021

91st
FYE2022

76

0

89th
FYE2020

92nd
FYE2023（Planned）

Notes: The total payout ratio includes the acquisition and amortization of 40 billion yen worth of treasury stock. For details, please refer to thetimely disclosure “Notice Regarding Repurchase and Cancellation of Own Shares” dated May 11, 2023.
https://www.subaru.co.jp/news-en/2023_05_11_183340/

- 4 -

70
60
50
40
30
20
10
0
-10
-20
-30

[Translation for Reference and Convenience Purposes Only]

Proposal No. 2

Election of Eight (8) Directors of the Board

The terms of office of all nine (9) Directors of the Board will expire at the conclusion of this Ordinary General
Meeting of Shareholders. It is hereby proposed that a total of eight (8) Directors of the Board, five (5) insidedirectors and three (3) outside directors, be elected, a reduction of one inside director for improving corporate
governance and enabling flexible decision making.
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 longterm. 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 thenomination of officers sufficiently deliberated on and approved by its members, a majority of which is accounted
for by independent 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:
Current title in thecompany

Attendance at theBoard of Directors
meetings for the year

TenureasDirector

Male

Director,
Executive Vice President

13 of 13 meetings(100%)

2 years

Candidate for Fumiaki
reelection
HayataMale

Director,
Executive Vice President

13 of 13 meetings(100%)

2 years3

Candidate for Tomomi
reelection
Nakamura

Male

Representative Director,
President

13 of 13 meetings(100%)

5 years

4

Candidate for Katsuyuki
reelection
MizumaMale

Director,
Executive Vice President

13 of 13 meetings(100%)

2 years

TetsuoFujinuki

Male

Executive Vice President--

Yasuyuki
Abe

Male

Outside Director

13 of 13 meetings(100%)

4 years

MiwakoDoi

FemaleOutside Director

13 of 13 meetings(100%)

3 years

Fuminao
Hachiuma

Male

-

-

No.

Name

1

Candidate for Atsushi
reelection
Osaki

2

5

6

7

8

New
candidate
Candidate forreelection
OutsideIndependent
Candidate forreelection
OutsideIndependentNew
candidateOutsideIndependent-

Notes:
1. The candidates have no special interest relationships with the Company.
2. In addition to the number of Board of Directors meetings held in the above table, one resolution was adopted in writing that wasdeemed to be a resolution of the Board of Directors in accordance with Article 370 of the Companies Act and the Articles ofIncorporation.
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 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 violationof law. The insurance premiums are fully borne by the Company, and the insured persons are not required to pay the premiums inreal 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 torenew the contract with similar terms and conditions.

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

No.

Name
(Date of Birth)

1

Atsushi Osaki(April 19, 1962)
Candidate forreelection
Male

Biography, Posts and Main Fields of Responsibilities in the Company,
Significant Positions Concurrently Held, Reasons for Nominating the
Candidates for Directors of the Board, and Attendance at the Board of
Directors Meetings during the Year under Review
Apr. 1998
Joined the Company
Apr. 2007
General Manager,
Subaru Product & Portfolio Planning DivisionJun. 2011
General Manager,
Engineering Administration Department
Subaru Engineering Division
Apr. 2016
Vice President, Senior General Manager,
Subaru Quality Assurance Division
Apr. 2017
Vice President, Chief General Manager,
Subaru Quality Assurance Division
Apr. 2018
Senior Vice President, Chief General Manager,
Subaru Quality Assurance Division & CQO
Jan. 2019
Senior Vice President Chief General Manager,
Quality Assurance Division
Chief General Manager
Customer Service Division & CQO
Apr. 2019
Executive Vice President
Chief General Manager,
Quality Assurance Division & CQO
Apr. 2020
Executive Vice President
Chief General Manager,
Quality Assurance Division & CQO
Director of Total Quality Management Office
Apr. 2021
Executive Vice President Chief General Manager,
Subaru Manufacturing DivisionJun. 2021
Director, Executive Vice President,
Chief General Manager,
Subaru Manufacturing Division
Apr. 2023
Director, Executive Vice President (to the present)

Number of theCompany’s
Shares Held

23,422shares(Main fields of responsibilities in the Company)(Significant Positions Concurrently Held)
Director, Subaru of Indiana Automotive, Inc. (SIA)(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
mainly in the fields of technology, product planning, quality,
customer service and manufacturing area. In order to realize theGroup’s sustainable growth, we are nominating him to serve as
Director again, strongly expecting him to supervise management
considering interests of all stakeholders and exhibit leadership in
promoting initiatives for creating new Subaru in the new era.
(Attendance at the Board of Directors meetings during the year
under review)
13 of 13 meetings (100%)
Note: In addition to the number of 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 of Incorporation.

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

No.

Name
(Date of Birth)

2

Fumiaki Hayata(March 18, 1964)
Candidate forreelection
Male

Biography, Posts and Main Fields of Responsibilities in the Company,
Significant Positions Concurrently Held, Reasons for Nominating the
Candidates for Directors of the Board, and Attendance at the Board of
Directors Meetings during the Year under Review
Apr. 1986
Joined the Company
Apr. 2007
General Manager,
Purchasing Planning Department,
Subaru Purchasing Division
Apr. 2015
Vice President,
Senior General Manager,
Subaru Overseas Sales & Marketing Division 1
General Manager,
North America Sales & Marketing Department
Apr. 2017
Senior Vice President,
General Manager, Corporate Planning Dept.
Apr. 2019
Senior Vice President,
Chief General Manager,
Corporate Planning Department
Apr. 2020
Executive Vice President,
Chief General Manager,
Overseas Sales &Marketing Division 1
Chairman & CEO,
Subaru of Indiana Automotive, Inc. (SIA)
Jun. 2021
Director, Executive Vice President,
Chief General Manager,
Overseas Sales & Marketing Division 1
Chairman & CEO,
Subaru of Indiana Automotive, Inc. (SIA)
Apr. 2023
Director, Executive Vice President (to the present)

Number of theCompany’s
Shares Held

10,256
shares(Main fields of responsibilities in the Company)
Secretarial Office, Human Resources Dept., sales, marketing(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. Fumiaki Hayata has abundant experience and knowledge
acquired through extensive service at the Company and the Group
mainly in procurement, sales & marketing, and corporate
planning, and overseas operation areas. In order to realize theGroup’s sustainable growth, we are nominating him to serve as
Director again, expecting him to supervise management
considering interests of all stakeholders and properly enhancesales and marketing of the entire Group both in Japan andoverseas.
(Attendance at the Board of Directors meetings during the year
under review)
13 of 13 meetings (100%)
Note: In addition to the number of 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 theCompanies Act and the Articles of Incorporation.

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

No.

Name
(Date of Birth)

3

Tomomi Nakamura(May 17, 1959)
Candidate forreelection
Male

Biography, Posts and Main Fields of Responsibilities in the Company,
Significant Positions Concurrently Held, Reasons for Nominating the
Candidates for Directors of the Board, and Attendance at the Board of
Directors Meetings during the Year under Review
Apr. 1982
Joined the Company
Jun. 2004
General Manager,
Marketing Planning Department,
Subaru Japan Sales & Marketing Division
Apr. 2011
Vice President,
Senior General Manager,
Strategy Development DivisionJun. 2011
Vice President,
Chief General Manager,
Strategy Development Division,
General Manager, Corporate Planning Department
Apr. 2013
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
Senior Vice President
Apr. 2014
Chief General Manager,
Subaru Overseas Sales & Marketing Division 1
Chairman & CEO, Subaru of America, Inc. (SOA)
Apr. 2016
Executive Vice President, Chief General Manager,
Subaru Overseas Sales & Marketing Division 1
Chairman & CEO, Subaru of America, Inc. (SOA)
Apr. 2018
Executive Vice President
Jun. 2018
Representative Director President & CEO(to the present)

Number of theCompany’s
Shares Held

40,733
shares(Main fields of responsibilities in the Company)
Aerospace Company, Quality(Significant Positions Concurrently Held)
Director, Subaru of Indiana Automotive, Inc. (SIA)
Director, Subaru of America, Inc. (SOA)
Representative Director and Chairman, Japan
Aircraft Development Corporation(Reasons for nominating the candidate for Director of the Board)
Mr. Tomomi Nakamura has abundant experience and knowledge
acquired through extensive service at the Company and the Group
mainly in sales & marketing, corporate planning, and overseas
operation areas. After assuming the post of Representative
Director of the Board and President in June 2018, Mr. Nakamura
drove forward strengthening of corporate governance, quality
enhancement, corporate culture reforms, the alliance with Toyota
Motor Corporation, and enhancement of Subaru brand value underthe “STEP” mid-term management vision. We are nominating him
to serve as Director again, expecting him to supervise managementtaking all stakeholders’ interests into account to achievesustainable growth of the Group.
(Attendance at the Board of Directors meetings during the year
under review)
13 of 13 meetings (100%)
Note: In addition to the number of 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 theCompanies Act and the Articles of Incorporation.
- 8 -[Translation for Reference and Convenience Purposes Only]

No.

Name
(Date of Birth)

4

Katsuyuki Mizuma(April 3, 1960)
Candidate forreelection
Male

Biography, Posts and Main Fields of Responsibilities in the Company,
Significant Positions Concurrently Held, Reasons for Nominating the
Candidates for Directors of the Board, and Attendance at the Board of
Directors Meetings during the Year under Review
Apr. 1984 Joined The Industrial Bank of Japan, Ltd
Apr. 2012 Executive Officer
General Manager of Asia & Oceania Division
Apr. 2014 Managing Executive Officer,
Head of Asia & Oceania excl. East Asia
Oct. 2015 Managing Executive Officer of Mizuho Financial
Group, Inc. (Concurrent post)
Apr. 2016 Joined the Company
Senior Vice President
Senior General Manager,
Subaru Overseas Sales &Marketing Division 2
Apr. 2017 Senior Vice President,
Chief General Manager,
Overseas Sales &Marketing Division 2
Apr. 2018 Executive Vice President,
Chief General Manager,
Overseas Sales &Marketing Division 1
Chief General Manager,
Overseas Sales &Marketing Division 2
Apr. 2020 Executive Vice President,
Chief General Manager,
Overseas Sales &Marketing Division 2
Apr. 2021 Executive Vice President, CFO, & CRMO
Jun. 2021 Director, Executive Vice President,
CFO and CRMO (to the present)

Number of theCompany’s
Shares Held

15,894
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)
Vice Chairman, Subaru of China Ltd.
(Reasons for nominating the candidate for Director of the Board)
Mr. Katsuyuki Mizuma has served in significant positions at afinancial institution. After joining Subaru, 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 financial affairs and accounting. In order to realize
sustainable growth of the Group based on his abundant experience,broad knowledge, and expertise, we are nominating him as a
Director candidate again, expecting him to supervise management
considering interests of all stakeholders and properly enhance theentire 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 number of 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 theCompanies Act and the Articles of Incorporation.

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

No.

Name
(Date of Birth)

5

Tetsuo Fujinuki(August 30, 1963)
New candidate
Male

Biography, Posts and Main Fields of Responsibilities in the Company,
Significant Positions Concurrently Held, Reasons for Nominating the
Candidates for Directors of the Board, and Attendance at the Board of
Directors Meetings during the Year under Review
Apr. 1986 Joined the Company
Jan. 2010
Deputy General Manager,
1st Vehicle Research & Experiment Department,
Subaru Engineering Division 1
Apr. 2019 Vice President, Senior General Manager,
Engineering Division 1
Aug. 2019 Vice President, Chief General Manager,
Engineering Management Division,
Senior General Manager, Engineering Division 1,
Chief General Manager,
Technical Research Center
Apr. 2020 Vice President, CTO, Chief General Manager,
Engineering Management Division,
Chief General Manager,
Technical Research Center
Apr. 2021 Senior Vice President, CTO,
Chief General Manager,
Engineering Division,
Chief General Manager,
Technical Research Center
Apr. 2023 Executive Vice President,
CTO (to the present)(Main fields of responsibilities in the Company)
Engineering Division, Technical Research Center, CTO Strategy
Office(Significant Positions Concurrently Held)
Director, Subaru Tecnica International Inc.
Director, Subaru Techno Corporation
Director, Subaru Research & Development Inc. (SRD)(Reasons for nominating the candidate for Director of the Board)
Mr. Tetsuo Fujinuki has abundant experience and knowledge
acquired through extensive service at the Company and the Group
mainly in the field of technology. In order to realize the Group’s
sustainable growth, we are newly nominating him to serve as
Director, expecting him to supervise management consideringinterests of all stakeholders and properly implement planning ofoverall manufacturing strategy including future technology,
manufacturing, and procurement.
(Attendance at the Board of Directors meetings during the year
under review)-- 10 -

Number of theCompany’s
Shares Held

11,403
shares[Translation for Reference and Convenience Purposes Only]

No.

Name
(Date of Birth)

6

Yasuyuki Abe(April 17, 1952)
Candidate forreelection
OutsideIndependent
Male

Biography, Posts and Main Fields of Responsibilities in the Company,
Significant Positions Concurrently Held, Reasons for Nominating the
Candidates for Directors of the Board, and Attendance at the Board of
Directors Meetings during the Year under Review
Apr. 1977 Joined Sumitomo Corporation
Jun. 2002 President and Representative Director,
Sumisho Electronics Co., Ltd.
(current SCSK Corporation)
Apr. 2005 President and Representative Director, Sumisho
Information System Co., Ltd.
(current SCSK Corporation)
Jun. 2009 Representative Director andManaging Executive Officer,
General Manager of Financial & Logistics
Business Unit, Sumitomo Corporation
Apr. 2010 Representative Director and Managing Executive
Officer, General Manager of New Industry
Development & Cross-Function Business Unit,
Sumitomo Corporation
Apr. 2011 Representative Director and Senior Executive
Operating Officer, General Manager of New
Industry Development & Cross-Function Business
Unit and General Manager of Finance
Department, Sumitomo Corporation
Apr. 2013 Representative Director and Senior Executive
Operating Officer, General Manager of Corporate
Planning & Coordination Department,
Sumitomo Corporation
Jun. 2015 Advisor, Sumitomo Corporation
Jun. 2016 Outside Corporate Auditor, Subaru Corporation
Jun. 2018 Retired from Advisor to Sumitomo Corporation
Jun. 2019 Retired from Outside Corporate Auditor,
Subaru Corporation
Jun. 2019 Outside Director, Subaru Corporation(to the present)(Significant Positions Concurrently Held)
Outside Director, HOYA Corporation[Continued to the next page]- 11 -

Number of theCompany’s
Shares Held

5,200
shares[Translation for Reference and Convenience Purposes Only]

No.

Name
(Date of Birth)

Yasuyuki Abe(April 17, 1952)

6

Candidate forreelection
OutsideIndependent
Male

Biography, Posts and Main Fields of Responsibilities in the Company,
Significant Positions Concurrently Held, Reasons for Nominating the
Candidates for Directors of the Board, and Attendance at the Board of
Directors Meetings during the Year under Review[Continued from the previous page](Reasons for nominating the candidate as an Outside Director
and outline of expected roles)
As Representative Director and Senior Executive Operating
Officer of Sumitomo Corporation, Mr. Yasuyuki Abe has been
involved in management in both a supervisory and executional
capacity, possesses extensive experience and knowledge inbusiness management, and has an advanced understanding of the
field of IT. Mr. Abe has served as the Company’s independent
outside corporate auditor for three years since June 2016. During
this period, he audited execution of duties by directors and often
made honest and truthful remarks to the management teamappropriately and in a timely manner. As he has served as an
Independent Outside Director since June 2019 and madebeneficial proposals for the Company’s management, we expect
him to provide sufficient advice and supervision regarding
management in general from 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
under review)
13 of 13 meetings (100%)

Number of theCompany’s
Shares Held

5,200
shares

Notes:
1. In addition to the number of Board of Directors meetings held in the above table, one resolution was adopted inwriting that was deemed to be a resolution of the Board of Directors in accordance with Article 370 of theCompanies Act and the Articles of Incorporation.
2. To allow the Company’s Directors and Corporate Auditors fulfill the roles expected of them, the Company’s
Articles of Incorporation 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 compensation 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. Yasuyuki
Abe which limits his liability for the compensation of damages to the amount stipulated in Article 425, Paragraph
1 of the Companies Act. If his 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 him and the Company.
3. The Company designates Mr. Yasuyuki Abe 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 thedesignation. 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.

- 12 -

[Translation for Reference and Convenience Purposes Only]

No.

Name
(Date of Birth)7

Miwako Doi(June 2, 1954)
Candidate forreelection
OutsideIndependent
FemaleBiography, Posts and Main Fields of Responsibilities in the Company,
Significant Positions Concurrently Held, Reasons for Nominating the
Candidates for Directors of the Board, and Attendance at the Board of
Directors Meetings during the Year under Review
Apr. 1979 Joined Research & Development Center,
Tokyo Shibaura Electric Corporation(Toshiba Corporation)
Jul. 2005
Senior Fellow, Human Centric Laboratory,
Corporate Research & Development Center
Toshiba Corporation
Jul. 2006
Senior Fellow,
Corporate Research & Development Center
Jul. 2008
Chief Fellow,
Corporate Research & Development Center
Jun. 2014 Retired from Toshiba Corporation
Jun. 2020 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%)- 13 -

Number of theCompany’s
Shares Held

400
shares[Translation for Reference and Convenience Purposes Only]
Notes:
1. In addition to the number of Board of Directors meetings held in the above table, one resolution was adopted inwriting that was deemed to be a resolution of the Board of Directors in accordance with Article 370 of theCompanies Act and the Articles of Incorporation.
2. To allow the Company’s Directors and Corporate Auditors fulfill the roles expected of them, the Company’s
Articles of Incorporation 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 compensation 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 1of 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 and the 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 thedesignation. 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.
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 July8, 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 fallunder 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 the viewpoint of legal compliance at the Company'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 in the Group, including the Company
and its subsidiaries, to inform all employees of the incident and to strengthen employee education throughdeliberations at the Company's Board of Directors meetings.

- 14 -

[Translation for Reference and Convenience Purposes Only]

No.

8

Name
(Date of Birth)

Biography, Posts and Main Fields of Responsibilities in the Company,
Significant Positions Concurrently Held, Reasons for Nominating the
Candidates for Directors of the Board, and Attendance at the Board of
Directors Meetings during the Year under Review
Apr. 1983 Joined Ajinomoto Co., Inc.
July 1998 President, PT AJINOMOTO SALES INDONESIA
Jul. 2008
Director and Vice President,
America Ajinomoto, Inc.
Jun. 2013 Executive Officer, Ajinomoto Co., Inc.
Jun. 2015 Managing Executive Officer,
Ajinomoto Co., Inc.
Jun. 2015 Representative Director, President,
J-OIL MILLS, INC.
Jun. 2016 Representative Director, President,
J-OIL MILLS, INC.
Apr. 2022 Director, J-OIL MILLS, INC.
June 2022 Retired from Director,
J-OIL MILLS, INC.

Fuminao Hachiuma(Significant Positions Concurrently Held)(December 8, 1959)
None applicable(Reasons for nominating the candidate as an Outside Director
New Candidate
and outline of expected roles)
Mr. Fuminao Hachiuma has abundant experience and knowledge
Outsideacquired through his involvement in management in a broad
range of fields including overseas business at Ajinomoto Co.,
Independent
Inc. and its group companies as well as promotion ofstrengthening of corporate governance and management reformMaleof J-OIL MILLS, INC. as Representative Director and President.
We are nominating him as a candidate for Outside Director,
expecting him to provide sufficient advice and supervision
regarding management in general from an independent position
as Outside Director of the Company.
(Attendance at the Board of Directors meetings during the year
under review)-- 15 -

Number of theCompany’s
Shares Held0shares[Translation for Reference and Convenience Purposes Only]
Notes:
1. To allow the Company’s Directors and Corporate Auditors fulfill the roles expected of them, the Company’s
Articles of Incorporation 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 compensation of damages under Article 423, Paragraph 1 of the Companies Act.
Based on this provision, if Mr. Fuminao Hachiuma is appointed as a Director in this Annual General Meetingof 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. Fuminao Hachiuma meets the criteria for Independent Director set forth by the Tokyo Stock Exchange, andthe Company plans to designate him as 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 thecriteria for independence of outside officers set forth by the Company.

- 16 -

[Translation for Reference and Convenience Purposes Only]

Proposal No. 3

Election of One (1) Corporate Auditor

The terms of office of Corporate Auditors Mr. Shigeru Nosaka and Ms. Kyoko Okada will expire at the conclusionof 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)

Yasumasa Masuda(February 27, 1957)
New candidate
OutsideIndependent
Male

Biography, Posts in the Company,
Significant Positions Concurrently Held,and Reasons for Nominating the Candidates for Corporate Auditors
Apr. 1980 Joined Fujisawa Pharmaceutical Co., Ltd.
(current Astellas Pharma Inc.)
June 2008 Corporate Executive, Vice President,
Corporate Finance & Control, Astellas Pharma Inc.
Jun. 2011 Corporate Executive, Vice President,
Corporate Finance & Control, and Chief Financial
Officer (CFO), Astellas Pharma Inc.
Apr. 2012 Corporate Executive,
Vice President, and Chief Financial Officer (CFO),
Astellas Pharma Inc.
June 2012 Senior Corporate Executive,
Senior Vice President and Chief Financial Officer(CFO), Astellas Pharma Inc.
Apr. 2017 Senior Corporate Executive, Senior Vice President andAssistant to President, Astellas Pharma Inc.
June 2017 Independent Non-Executive,
Deloitte Touche Tohmatsu LLC
Jun. 2018 Independent Non-Executive,
Deloitte Tohmatsu LLC
Jun. 2018 Outside Director, Olympus Corporation
Jun. 2021 Outside Director, Chairman of the Audit Committee,
Olympus Corporation (to the present)(Significant Positions Concurrently Held)
Outside Director, Chairman of the Audit Committee, Olympus
Corporation(Reasons for nominating the candidate for Corporate Auditor)
Mr. Yasumasa Masuda has experience in corporate planning and served
as CFO at Astellas Pharma Inc. and has deep insight in overallmanagement with focus on financial and accounting. He has also served
as Independent Non-Executive at Deloitte Tohmatsu LLC and Outside
Director and Chairman of the Audit Committee at Olympus
Corporation, giving him a broad perspective and a high level of insight.
Based on his background, broad experience and high-level insight as
described above, we expect that he will appropriately perform his duties
as an Outside Corporate Auditor of the Company from an independent
standpoint, and have newly nominated him as a candidate for Outside
Corporate Auditor.

- 17 -

Number of theCompany’s
Shares Held0shares[Translation for Reference and Convenience Purposes Only]
Notes:
1. To allow the Company’s Directors and Corporate Auditors fulfill the roles expected of them, the Company’s
Articles of Incorporation 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 compensation of damages under Article 423, Paragraph 1 of the Companies Act.
Based on this provision, if Mr. Yasumasa Masuda is appointed as the Corporate Auditor 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 theCompanies 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 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 Mr.
Yasumasa Masuda is appointed as a Corporate Auditor, he will be included in the list of insured under the
insurance contract. The insurance contract will expire in the middle of his term of office, and the Company
intends to renew the contract with similar terms and conditions.
3. Mr. Yasumasa Masuda meets the criteria for Independent Director set forth by the Tokyo Stock Exchange, andthe 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 thecriteria for independence of outside officers set forth by the Company.

- 18 -

[Translation for Reference and Convenience Purposes Only]

Proposal No. 4

Election of One (1) Substitute Corporate Auditor

At the commencement of the 92nd Ordinary General Meeting of Shareholders, the resolution on the election of
the Substitute Auditor, made at the 91st Ordinary General Meeting of Shareholders held on June 22, 2022, 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
Apr. 2003
Apr. 2004

Hirohisa Ryu(August 4, 1964)
OutsideIndependent
MaleJun. 2013
May 2017
Nov. 2020

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.

- 19 -

Number of theCompany’s
Shares Held0shares[Translation for Reference and Convenience Purposes Only]
Notes:
1. To allow the Company’s Directors and Corporate Auditors fulfill the roles expected of them, the Company’s
Articles of Incorporation provides that the Company may conclude a contract with its Directors of theBoard(excluding those who are executive directors, managers or other employees of the Company or its
subsidiaries) to limit their liabilities for the compensation of damages under Article 423, Paragraph 1 of theCompanies Act. Based on this provision, if Mr. Hirohisa Ryu assumes office as the Corporate Auditor, theCompany will conclude a contract for limitation of liability with him which limits his liability for thecompensation 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 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 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 to renew
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.

- 20 -

[Translation for Reference and Convenience Purposes Only](Reference)
Structure of the Board of Directors and Board of Corporate Auditors after approval of Proposals No. 2 and 3
If Proposals No. 2 and 3 are approved without amendment, the structure of the Board of Directors and Boardof 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 the total fivemembers 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 threefemales (25%).

Corporate Auditors

Director

Notes: 1. ◎ and ○ indicate attendance of the chairman and other members, respectively.
2. The list below does not cover the entire scope of knowledge held by the Directors and Corporate Auditors.

Reasonsforselection

Experience, insight,
and leadership
required for making
important strategic
decisionsDefinitionofexperience

Experience ofserving as top
management of alisted company
Businessmanagement(executive
experience)

Board of Executive Executive
Total years Board of
GenderCorporate Nomination Compensationof service Directors
Auditors Meeting Meeting

Name

Title at the Company

Atsushi Osaki

Representative Director,
President (CEO)Male

2 years○

Fumiaki Hayata

Representative Director,
Deputy President

Male

2 years○

Tomomi Nakamura

Director, ChairmanMale

5 years◎

Katsuyuki Mizuma

Director, Executive Vice
President (CFO,
CRMO)

Male

2 years○

Tetsuo Fujinuki

Director, Executive Vice
President (CTO)

Male

Yasuyuki Abe

Independent Outside
Directors

Miwako Doi

New

○

○

◎

◎

candidate○Male

4 years○○○

Independent Outside
Directors

Female3 years○○○

Fuminao Hachiuma

Independent Outside
DirectorsMalecandidate○○○

Yoichi Kato

Standing Corporate
AuditorMale

2 years○◎

Hiromi Tsutsumi

Standing Corporate
AuditorFemale3 years○○

Yuri Furusawa

Independent Outside
Corporate Auditor

Female1 year○○Yasumasa Masuda

Independent Outside
Corporate Auditor

Male

○

○

New

New
candidate- 21 -●

Requiredskills●●[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

Business
administration/
financial/accounting

●

●

●

●

●

●

●

●

●

●

Legal affairs/
compliance/risk management

Human capital/
labor

●

●

●
●

●
●

●

●

●
●

●

●
●

●

●

●

●

●
●

●

●

●

- 22 -●

[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]Sound incentivization of director
compensation
Effective use of independent Outside
Directors
Establishment of an independent
Executive Nomination Meeting
Establishment of an independent
Executive Compensation Meeting(Page for reference)

Proportion of performancecompensation

40–45%

Proportion of restricted stock units

20–25%

Proportion of independent Outside
Directors
Proportion of independent Outside
Directors
Proportion of independent Outside
Directors
Proportion of female Directors

Principle 4-11

Prerequisites for ensuring theeffectiveness of the Board of Directors
and Board of Corporate Auditors

Board of Directors(Independence)

Proportion of female Corporate
Auditors
Evaluation of the Effectiveness of theBoard of Directors45

3/8 (37.5%)*1
3/5 (60.0%)*1
3/5 (60.0%)*1

21

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

Executive
Nomination Meeting

Executive
Compensation Meeting

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

Independent
Outside Directors
3/5
60.0%

FemaleFemaleCorporate
Directors
Auditors
2/4 60.0％Female1/8 12.5％
executives
3/12
25.0％

Independent
Outside Directors
3/8
37.5%

Independent
Outside Directors
3/5
60.0%

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
*1:
*2:
*3:
*4:
*5:

(Page for reference)

Cross-shareholdings

Ensure diversity in the appointment ofcore personnel, etc.

Whistle blowing

Details of cross- shareholdings

2 issues, 1,962 million yen*2

Number of female managers

27*2

Number of non-Japanese managers

3*2

Number of managers employed in mid175 persons*2
careerNumber of cases reported to the
270 cases*2
whistle blowing system

*4

37

*5

After approval of Proposal No. 2 and Proposal No. 3
As of March 31, 2023
Please refer to p. 4 of Matters Omitted in Documents Accompanying the Notice of Convocation of the 92nd Ordinary General Meeting of Shareholders.
Please refer to p. 8 of Matters Omitted in Documents Accompanying the Notice of Convocation of the 92nd Ordinary General Meeting of Shareholders.
Please refer to p. 13 of Matters Omitted in Documents Accompanying the Notice of Convocation of the 92nd Ordinary General Meeting of Shareholders- 23 -

[Translation for Reference and Convenience Purposes Only]

Report on non-consolidated financial statements for the 92nd fiscal period(April 1, 2022 to March 31, 2023)
1.

Matters concerning the status of SUBARU GROUP(1) Progress and Results
In fiscal 2022, the global economy showed a recovery trend as the impact of the spread of the COVID-19 infection
gradually decreased. Meanwhile, the situation continues to be unstable given the prolonged uncertainties over theRussia-Ukraine situation, acceleration of inflation reflecting rising energy costs and the like, sudden foreignexchange fluctuation caused by interest rate policies of various countries, and financial crises in the U.S. and Europe.
Under such circumstances, we, at the Subaru Group, steadily pushed forward reforms with focus on “corporate
culture reform,” “quality enhancement,” and “evolution of the Subaru difference”—the priority initiatives under the
medium-term management vision “STEP.” Further, we implemented initiatives for ensuring profits in companywide efforts to produce and deliver as many vehicles as possible to our customers, while promoting various measuresthroughout the value chain such as improvement of pricing policies and sales mix as well as cost reduction.
In the current consolidated fiscal year, revenue increased by 1,029.9 billion yen (37.5%) to 3,774.5 billion yen
owing to the increase in unit sales, improvement in pricing policies and sales mix, and revenue contribution fromforeign exchange fluctuation.
Despite surging raw material costs and an increase in SG&A expenses, operating profit increased by 177.0 billion
yen (195.7%) to 267.5 billion yen, profit before tax rose by 171.4 billion yen (160.2%) to 278.4 billion yen, andprofit for the year attributable to owners of parent increased by 130.4 billion yen (186.3%) to 200.4 billion yen ona year-on-year basis owing to the revenue increase.
Amount of money(Millions of Yen)
Revenue

Change(%)

3,774,468

37.5

Operating Profit

267,483

195.7

Profit before tax

278,366

160.2

Profit for the period attributable to owners of parent

200,431

186.3

Impreza

Crosstrek

24

[Translation for Reference and Convenience Purposes Only](Automobile Division)
Overall automobile demand in the United States, our mainstay market, was approximately 14.2 million units,roughly unchanged from the previous fiscal year. Total automobile demand in Japan increased by around 4% toapproximately 4.35 million units.
Under such business environment, despite production constraints caused by shortage of semiconductor supply
throughout the year, production increased year on year by 147,000 units (20.3%) as we strived to minimize theimpact by flexibly adjusting the production plan.
Demand for SUBARU vehicles was strong primarily in the U.S., which is our mainstay market, and overseas anddomestic unit sales increased year on year by 108,000 units (16.8%) to 753,000 units and by 10,000 units (11.4%)
to 100,000 units, respectively. This resulted in an increase in combined overseas and domestic unit sales by 118 ,000
units (16.1%) to 852,000 units.
Revenue increased by 1,013.1 billion yen (37.8%) to 3,690.6 billion yen due to profit contribution from foreignexchange fluctuation, an increase in unit sales, and improvement in pricing policies and sales mix, as mentioned
earlier. Despite surging raw material costs and an increase in SG&A expenses, due to the increase in revenue,
segment profit increased by 170.7 billion yen (184.5%) to 263.3 billion yen.
Consolidated Unit Sales in the Fiscal Year Ended March 2023

Unit sales(in 10 thousand units)

Change(in 10 thousand units)

Change
(%)

10.0

1.0

11.4

Passenger cars

8.1

0.9

11.7

Minicars

1.9

0.2

10.3

Total Overseas

75.3

10.8

16.8

North America

63.5

8.0

14.3

Europe

2.3

0.8

54.8

Australia

4.4

1.1

32.2

China

1.0

(0.4)

(26.8)

Other regions

4.1

1.3

49.2

85.2

11.8

16.1

Total in Japan

Total

Forester

Outback

25

[Translation for Reference and Convenience Purposes Only](Aerospace Division)
Revenue increased by 16.7 billion yen (26.9%) to 79.0 billion yen due to deliveries of components for Boeing
777, P-1 maritime patrol aircraft and the like and an increase in production of components for transport aircraft C2. Segment loss improved year-on-year by 4.9 billion yen (70.3%) to a loss of 2.1 billion yen.
The Aerospace Division, which was affected by the COVID-19 pandemic, will continue with the structuralreforms, and aim to realize growth with the three pillars of defense demand, civil aviation demand, and helicoptersgiven the recovery in demand for civil aviation aircraft, the formulation of the Defense Buildup Program, and strong
orders for utility helicopters UH-2 and SUBARU BELL 412EPX.

UH-2 utility helicopter(Other Businesses)
Revenue increased by 0.1 billion yen (2.8%) to 4.9 billion yen. Segment profit increased by 1.5 billion yen(30.9%) to 6.3 billion yen.

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

Revenue

Segment Profit

91st
FYE2022

92nd
FYE2023

ChangeAutomobile Div.

2,677,465

3,690,551

1,013,086

37.8

92,541

263,261

170,720

184.5

Aerospace Div.

62,29179,01916,72826.9(7,005)(2,082)

4,923

70.3

Other

4,764

4,898

134

2.8

4,782

6,261

1,479

30.9

-

-

-

-

134

43

(91)

(67.9)

2,744,520

3,774,468

1,029,948

37.5

90,452

267,483

177,031

195.7

Adjustments
Total

Percentage
Change

91st
FYE2022

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

26

92nd
FYE2023

ChangePercentage
Change[Translation for Reference and Convenience Purposes Only](2) Status of Assets and Profit/Loss
89th
FYE 2020

Category

90th
FYE 2021

91st
FYE 2022

92nd(Current)
FYE2023

Revenue(Millions of yen)

3,344,109

2,830,210

2,744,520

3,774,468

Operating profit(Millions of yen)

210,319

102,468

90,452

267,483

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

152,587

76,51070,007200,431

Ratio of operating profit to revenue

(%)

6.3

3.6

3.3

7.1

Profit for the year attributable toowners of parent for the period per(Yen)

198.99

99.77

91.28

261.33

share, basic
Total assets(Millions of yen)

3,293,908

3,411,712

3,543,753

3,944,150

Total equity(Millions of yen)

1,720,123

1,786,383

1,901,019

2,109,947

Ratio of equity attributable to owners ofparent to total assets

(%)

52.0

52.1

53.4

53.3

Equity attributable to owners of parent
per share(Yen)

2,233.76

2,318.17

2,465.41

2,739.27

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

(%)

9.0

4.4

3.8

10.0

Price earnings ratio(Times)

10.42

22.09

21.34

8.09

Operating activities(Millions of yen)

210,134

289,376

195,651

503,759

Investing activities(Millions of yen)

(25,844)(272,174)(179,723)(336,813)

Financing activities(Millions of yen)

(15,818)

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

Cash and cash equivalents(Millions of yen)

858,966

907,326

883,074

979,529

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

27

[Translation for Reference and Convenience Purposes Only](3) Issues That Must Be Addressed
The Company has set forth its corporate principles as follows:<Vision, value statement, corporate statement>
Our corporate statement is “We aim to be a compelling company with a strong market presence built upon ourcustomer-first principle.” This was stipulated in 2011.
The value the Group delivers to its customers is “Enjoyment and Peace of Mind.” This value statement was alsoestablished around the same time as the corporate statement. We recognize that we must have to deepen the Subaru
Difference, not influenced by the changes in the times or external environment and further enhance our brand.
Our vision is “Delivering happiness to all.” We established this vision in 2017, when we announced our newcompany name of Subaru Corporation. This vision has come to us as watching what our customers do: we learned
what Subaru should do from our customers.
We will raise the medium- to long-term corporate value by continuously growing the Automobile Division andAerospace Division as a global brand.
 “STEP” medium-term management vision
As the automobile industry undergoes major transformation, we need to identify the changes and respond to themwith a sense of speed. The Group in July 2018 announced the medium-term management vision “STEP” with theaim of becoming a company that is trusted by and resonates with our customers through the provision of “Enjoyment
and Peace of Mind.” and set forth the following three visions for 2025.
 <2025 Vision>
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.
3. Fulfill corporate social responsibilities by contributing to diversifying social needs.

28

[Translation for Reference and Convenience Purposes Only]To realize the vision, we have been taking various initiatives primarily centered on “Corporate culture reform,”“Quality enhancement,” and the “Evolution of the Subaru difference.” It has been about five years since its
announcement in 2018, and we have been steadily making progress in these key initiatives.
For “Corporate culture reform,” we promoted activities focused on growth and development of individual
employees and have moved on to a phase for strengthening engagement so that each employee can feel their growthand job satisfaction.
For “Quality enhancement,” we consider high quality as the bedrock of the Subaru brand and the source ofadditional values. We are currently at a stage to deliver results including the responses to new technology and are
driving forward such activities.
For “Evolution of the Subaru difference,” we further evolved technology that supports “Enjoyment and Peace ofMind” towards achievement of zero fatal traffic accident*1 and contribution to a carbon-free society announced at
the technology briefing in January 2020. We will continue to strengthen “Subaru difference” also in the age ofelectrification through utilization of all-wheel drive (AWD) control knowhow, our strength, in motor control andthrough other means.
We aim to become a brand that is “different” from others by enhancing distinctiveness through these initiatives
and further deepening the relationship between Subaru and our customers.
The deep relationship with our customers is truly an asset to the Subaru brand, and we strongly realize that wemust continue to enhance it.
We will be close to our customers’ lives and work together with them towards realization of an enjoyable,
sustainable society. We envisioned “Delivering happiness to all” from the desire to be Subaru that wishes to bringsmile to people, society, and even the earth.

[1] Implementation of the Business Continuity Plan (BCP)
In the Automobile Division, we were forced to adjust production through suspension of plants’ operations dueto the global semiconductor shortage that occurred in the second half of 2020 as a significant business risk. At thispoint, the production volume is showing a recovery trend, as we implemented company-wide activities including
strengthening of supply chain management system, promotion of switching to alternative parts, review of productspecs, and transfer of parts between models and plants among other efforts. However, some of the parts including
semiconductors procured from business partners still face supply risk, which we consider as a serious management
risk. We will continue to push forward such initiatives in company-wide efforts led by procurement andmanufacturing departments to offer as many products as possible to our customers as soon as possible.
We also consider as challenges the worsening of profitability resulting from soaring prices of raw materials suchas steel as well as those of energy used for manufacturing, and will implement initiatives for ensuring profits without
delay.
As for the impact of the Russia-Ukraine situation, we do not have local production in the affected region and thescale of local sales is considerably small. We, therefore, anticipate the current situation to have limited impact on
the Company. We will continue to pay close attention to the situation including other geopolitical risks.
Further, cyber-attacks, which have been increasing globally in recent years, have become a threat to supply chain
and they carry the risk of developing into situations such as suspension of parts supply and plant operations inaddition to the risk of leakage of personal information held by the Group including its dealers. We will work to
improve the level of cyber security measures that include not only the Group but also its business partners.
In the Aerospace Division, we have been strengthening logistics functions and supply chain management suchas organizational change in response to risks such as worsening of profitability caused by soaring prices of raw
materials and issues in supply chain.

*1 Fatal traffic accidents of Subaru drivers/passengers and pedestrians/cyclists Subaru cars collide with.
29

[Translation for Reference and Convenience Purposes Only][2] Promotion of the “STEP” mid-term management vision
In May 2021, we made a progress report on the medium-term management vision “STEP,” which we announced
in July 2018.
In the section below, we will describe the achievements to date and the direction of future initiatives for“Corporate culture reforms,” “Quality enhancement,” and the “Evolution of the Subaru difference,” which are key
initiatives.
● Corporate Culture ReformIn the fiscal year under review, we continued to use “change mindset, change behavior, change the company” as
our motto and drove forward the company-wide activities. In particular, continuing from the previous fiscal year,
we pursued measures to expand the initiative to change the mindset of the management layer to include all
employees, so as to change their mindset and behavior, through implementation of “Dialogue with President” and“External Dialogue,” which invite management leaders of companies in other industries. We also newly launched
an activity called “Team-Window” in the current fiscal year. In the activity, general employees chosen as
representatives of each division get together on a regular basis and receive explanation regarding major topics ofthe moment such as management policy and information regarding other divisions, and return to their workplaces
and spread the information in their own words, thereby enhancing understanding and permeation of key informationof the company. In addition to spreading information using the existing management line, the members chosen as
the representatives of divisions laterally share information in easy-to-understand language within their divisions,which deepen individual understanding of information and lead to changes in individual employees’ mindset andbehaviors.
Further, spontaneous company-wide communication cutting across various departments and job positions havebeen continuously taking place by utilizing IT tools and other means, which is helping in revitalizing theorganization.
We are also continuing to operate the new personnel system and open-call job rotation, thereby further
permeating a mechanism for employees to independently realize their career visions.
Going forward, we will aim to bridge individual growth to organizational growth, while further improving
employee engagement through job achievements and sense of accomplishment.
● Quality enhancement
We are advancing efforts for quality enhancement, which started in 2018, in the following three key domains.
The first one is “Thorough implementation of Quality First mindset and reinforcement of the organizational
efforts and structure.” We have been further enhancing individual employees’ quality awareness by continuously
implementing awareness-raising and review activities to improve company-wide quality awareness such ascontinued implementation of Quality Caravan to introduce actual cases of defects and measures to prevent
recurrence.
The second one is “Execution quality enhancement,” which aims to prevent the spread of defects in the mass
production stage. This field includes swiftly taking measures to solve the defects that have occurred in market. In
the current fiscal year, we continued to strive to shorten the time it takes to make improvements through measures
such as enhancement of the QA lab facilities to strengthen capacity of defect investigation and expansion of thescope of parts traceability. Starting in August 2022, the new final vehicle inspection facility for conducting stricter
final vehicle inspection began operations. We plan to expand it to other production lines.
The third one is “Innate Quality enhancement,” which starts in the upstream of new model development, coveringfrom initial studies to business partners. We strengthened the authority of employees in charge of development toensure quality all the way from the very start of development down through component logistics and production.
Through these initiatives, the number of cases and vehicles repaired in market and the total quality-related costs
have been declining steadily. In 2023, we introduced new model Crosstrek, in which we incorporated the above
three quality enhancement activities. The Group will continue to pursue realization of quality that makes ourcustomers smile in the era of changes including accelerating shift towards electric vehicles by relentlessly stepping
up our efforts for quality enhancement.

30

[Translation for Reference and Convenience Purposes Only]● Evolution of the Subaru difference
We will enhance technologies that support “Enjoyment and Peace of Mind,” the value the Company delivers tocustomers, in order to realize our goals of “zero fatal traffic accidents in 2030” and making “contribution to thecreation of a carbon-free society.”
Towards achieving zero fatal traffic accidents, following the 2020 market introduction of “EyeSight X,” Subaru’s
advanced driver assistance system, we, in 2022, announced the addition of a wide-angle single-lens camera, which
enhances the recognition capability of EyeSight, on the Outback for the North American Market as well as for the
new model Crosstrek and Impreza for the Japanese market to enhance prevention and safety functions. We willfurther improve the driver assistance system to avoid and mitigate accidents, and reduce at-fault traffic accidents.
We will also strongly drive forward initiatives for achieving zero fatal traffic accidents by adding technologies such
as AACN*2 for accidents caused by other vehicles.
For contribution to a carbon-free society, we are making preparations to enhance the BEV*3 production capacityof Yajima Plant, where in-house production of BEVs is scheduled to start around 2025 as announced in May 2022,
from the initial 100,000 vehicles per year to 200,000 vehicles per year in 2026 by building a structure that can
respond more flexibly to the regulatory trends and market conditions. The move is expected to enable BEV
production capacity of 400,000 vehicles a year from 2028 onwards together with the Oizumi Plant, where BEV
production facilities will be newly constructed.
The Group aims to sell 200,000 BEVs a year globally in 2026. In addition to “SOLTERRA,” which was launchedin 2022, the Group plans to introduce three more BEV models in the SUV category to enhance the SUV lineup,
which is our strength.
To realize products with Subaru difference and market competitiveness while responding to the rapid changes,
we have been striving to switch to a company-wide optimal development system. In April 2023, CTO*4 and CTO
Strategy Office were made independent from Engineering Management Division with the aim of formulating
engineering strategy in an environment that maintains sufficient distance from practical operations and is closer tomanagement. They will also develop an overall manufacturing strategy including manufacturing and procurement
beyond future technologies[3] Enhancement of Alliances
Innovation surrounding the automobile industry has been accelerating and we are required to deal with the socalled CASE*5 field.
We will flexibly respond to changes by strengthening and expanding collaboration with Toyota Motor
Corporation (hereinafter referred to as “Toyota”) in such areas as electrification technologies, connected vehicles,
and autonomous driving.
In particular, we introduced to the market “SOLTERRA,” which was developed by combining the two companies’
strengths, and are steadily preparing for the start of production of vehicles installed with the next-generation eBOXER, which adopts the Toyota Hybrid System, in 2025.
Moreover, we are participating in the Super Taikyu Series from the 2022 season with a racing vehicle using
carbon neutral fuel in an endeavor to expand options for utilizing internal-combustion engines. While promoting“creation of ever-better car with focus on motor sports” in cooperation with and by competing with Toyota, we are
implementing activities aimed at nurturing engineers and realizing a carbon neutral society.

*2 Advanced Automatic Collision Notification*3 Battery Electric Vehicle*4 Chief Technology Officer*5 Connected, Autonomous, Shared, and Electric
31

[Translation for Reference and Convenience Purposes Only](Reference) Efforts for Sustainable Growth of the Company and Increase in Medium- to
Long-term Corporate Value
1.

Sustainability of Subaru GroupIn the medium-term management vision “STEP,” Subaru described its vision of “delivering happiness to all,”guided by our corporate statement of “We aim to be a compelling company with a strong market presence built
upon its customer-first principle.” To achieve this vision, we have adopted the “Six Priority Areas for CSR”
approach and will continue to promote initiatives based on the Subaru Global Sustainability Policy and to fulfill
our corporate social responsibilities, thereby providing “Enjoyment and Peace of Mind” to our customers andother stakeholders. As a true global company, the Group will contribute to the realization of an enjoyable,
sustainable society, while aiming for sustainable growth propelled by the growth of each and every employee.

Refer to the link below for Subaru Global Sustainability Policy.
https://www.subaru.co.jp/en/csr/subaru_csr/philosophy.html

2.

2025 Vision for Six Priority Areas for CSR and Contribution to SDGs

By clarifying visions for 2025 regarding the Group’s Six Priority Areas for CSR, Subaru will reinforce its
efforts in each priority area to achieve the goal of “delivering happiness to all” and make positive contributions
toward achieving the SDGs.
Six Priority Areas forContribution to
Vision for 2025
CSR
SDGs
People-oriented
Car Culture

Become a company that enriches people’s lives and minds as a partner.

Resonance andCoexistence

Become a company that is widely trusted by, resonates and coexists withsociety.

Peace of Mind

Become a company that provides the utmost peace of mind to all
stakeholders.

Diversity

Promote businesses that create diverse forms of market values while
respecting the diverse values of all people.

Environmental
Technologies

Cherish and protect the global environment – the earth, the sky and nature– through Group- wide activities.

Compliance

Act in good faith and become a company that is trusted by and resonateswith society.
32

[Translation for Reference and Convenience Purposes Only]3.

Actions toward Zero Fatal Accidents in 2030

Subaru has laid out a goal of achieving zero fatal accidents*1 in 2030, and we believe that we can achieve
it by realizing functions and performance that enable our customers to use our products with peace of mind
at affordable prices, and by making them widespread in the market.
We are honing our technologies that support automobiles’ fundamental functions, for example Subaru
Global Platform and AWD technologies, to avoid accidents in an emergency, in addition to preventing
accidents through further development of advanced driver-assistance systems such as the EyeSight, andfurther working on introduction of new technologies and services such as automatic accident reporting
system.
We are committed to continuously advancing these technologies—Subaru’s strengths—while enhancing
safety in all situations by combining advanced sensing technologies with AI recognition ability.
*1 Zero fatal traffic accidents of Subaru drivers/passengers and zero fatal collision accidents between pedestrians/cyclists andSubaru cars

Subaru Earns Five IIHS Awards for 2023 Model Lineup
Now it has 69 models with Top Safety Pick+; the largest cumulative
number since 2013 as a single brandSome of our 2023 models sold in the U.S., our mainstay
market, received five 2023 safety awards from the InsuranceInstitute for Highway Safety (IIHS) of the US, three of whichwere 2023 Top Safety Pick+ (TSP+) awards and two were2023 Top Safety Pick (TSP) awards.
With the three 2023 TSP+ awards added, Subaru has received
a cumulative total of 69 Top Safety Pick+ awards since its
introduction in 2013, which is more than those won by any
domestic U.S. brand*2.
*2 As of February 2023

33

Models with 2023 TSP+
AscentSOLTERRA(Models manufactured from
November 2022 or later)
Outback

Models with 2023 TSPAwards Received
6 consecutive years

TSP+

First time

TSP+

15 consecutive years TSP

Awards Received

Legacy18 consecutive years TSP

FORESTER

17 consecutive years TSP

Only US-market models are considered for TSP award. Source:
Results of research by Subaru of America and Subaru Canada

[Translation for Reference and Convenience Purposes Only]

4.

Climate change-related initiatives(1) Management System
Subaru has established the Environment Committee, which discusses measures from broad and medium- tolong-term perspectives that accommodate environmental standards required by future societies, and evaluates the
progress of related implementations and achievements. Management of climate change-related activities is
included in the responsibilities of the environmental management structure, and major issues are reported to theBoard of Directors via the Sustainability
Board of Directors
Committee. In addition, in order to contribute to the
Executive Management Board Meeting
realization of a decarbonized society through the
Sustainability Committee
reduction of CO2 emissions throughout the life
cycle of our business activities, Subaru has
Environment Committee
designated departments in charge of the five areasof “product use,” “materials and components,”“transportation,” “disposal,” and "manufacturing"from FYE2022. The Company operates crosscompany forums aimed at the reduction of CO2
emissions throughout the life cycle, and these
efforts are overseen by the Environment Committee
as initiatives to achieve carbon neutrality.
(Presided over by the chairperson: President and Representative Director)(Chaired by the President and Representative Director)(Chaired by the Executive Officer in charge of the Sustainability Division
appointed by the Board of Directors)

Production & Environment Subcommittee

Global Warming Prevention
Working Group

Domestic Affiliated Companies’
Environment Subcommittee

Product Use

Sales and Service
Environment Subcommittee

Materials and Components

Logistics Environment Subcommittee

Transportation

CN Promotion Meeting

Disposal

Manufacturing(2) Strategy
Subaru recognizes that climate change is one of the most critical issues as it pursues the manufacture ofenvironmentally responsible automobiles, and recognize climate change-related transition risks in policy andregulation, technology, markets, and other items. We believe that the key to promoting Subaru’s electrification
strategy is to provide product value meeting the expectations of customers while assessing the convenience of
BEVs*3, including customer requirements and changes in preferences and values, as well as for infrastructure andthe changes in markets and regulations toward a decarbonized society. In order to further expand the lineup of EV
models and production of own BEV in the future, SUBARU is implementing a strategic restructuring of its
domestic production system and plans to invest 250.0 billion yen over five years starting from FYE2024. We will
work on building a production system that allows us to flexibly change the production ratios of BEVs, hybrid
vehicles, and gasoline vehicles while closely monitoring environmental restrictions and market trends. We will
drive forward product development and building of production system based on the idea of “flexibility andexpandability” to ensure customer satisfaction and enable us to expand production straightaway when we reach astage where the future becomes more certain.
*3 Battery Electric Vehicle34

[Translation for Reference and Convenience Purposes Only](3) Medium- to Long-term Goals (Vision and Milestones)
In order to contribute to a decarbonized society, Subaru has set long-term goals (long-term vision) for 2050
and medium-term goals (milestones) for around 2030, regarding the product (Scope 3) and production phases(Scope 1 and 2).
Category

Time frame
2050

Products(Scope 3)

Early 2030s
Up to 2030

FYE March 2051
Plants/Offices(Scopes 1 and 2) FYE March 2031

TargetReduce average well-to-wheel CO2 emissions from new vehicles(in operation) by 90% or more compared to 2010 levels
Apply electrification technologies to all SUBARU vehicles
produced and sold worldwide
Make at least 40% of SUBARU global sales electric vehicles (EVs)or hybrid electric vehicles (HEVs)
Achieve carbon neutrality
Reduce CO2 emissions by 30% compared with FYE March 2017
(total volume basis)(4) Endorsement of the Task Force on Climate-related Financial Information Disclosure(TCFD) Recommendations
Subaru considers climate change-related initiatives as one of the most important issues and has been
disclosing information related to climate change. The Company endorsed the TCFD Recommendations in
April 2023.
See TCFD Content Index (https://www.subaru.co.jp/en/csr/tcfd/) for Subaru’s information disclosure
regarding the disclosure items recommended by TCFD.

5.

Actions to Protect Human Rights

The Group established its Human Rights Policy*4 in FYE2021 considering that respect for individual
human rights and individuality is a key management challenge in achieving its corporate philosophy of“promoting harmony between people, society, and the environment” while contributing to the prosperity ofsociety. Based on the policy, we implemented a “human rights due diligence” program, which is aimed at
identifying human rights risks in business scenes and developing/implementing countermeasures, startingwith the personnel and procurement areas. The Group will continue to promote risk mitigation by steadily
pursuing countermeasures for key risks in particular for the Subaru Group that were identified in the process.
The Company is also extending its human rights initiatives by urging its business partners and other parties
involved in its operations, including its supply chain, to respect human rights based on this policy and carryout risk reduction measures. If a company commits an act with human rights issues, it not only results in lossof trust of customers but also damages its brand image, significantly affecting the business foundation, andtherefore Subaru recognizes respecting human rights as a risk related to its industry and business operations.
*4 Refer to the following link for Subaru’s Human Rights Policy.
https://www.subaru.co.jp/en/csr/social/human_rights.html

35

[Translation for Reference and Convenience Purposes Only](4) Employees (as of March 31, 2023)[1] SUBARU GroupBy Business Segment

Number of employees (persons)

Change from end of previous fiscal year
(persons)

Automobile Division

34,247(7,455)651(-183)

Aerospace Division

2,716

(217)

-29

(-89)

Other Businesses

558

(412)

-11

(-6)

Total

37,521(8,084)611(-278)

Note: Number of employees refer to number of workers. Average annual number of contingent workers (seasonal
staffs, casual workers, part-time workers, secondees from external parties, support staffs, guest engineers)
are shown in brackets.
[2] Company
Number of employees(persons)

Change from end of
previous fiscal year
(persons)

Average age

Average years of service

Male

15,941

230

39.5

16.2

Female

1,287

37

36.9

14.7

Total

17,228

267

39.3

16.1

By Business Segment

Number of employees (persons)

Change from end of previous fiscal year
(persons)

Automobile Division

15,115(5,287)350(26)

Aerospace Division

2,113

(161)

-83

(-97)

Total

17,228(5,448)267(-71)
Note: Number of employees refer to number of workers. Average annual number of contingent workers (seasonal
staffs, casual workers, part-time workers, secondees from external parties, support staffs, guest engineers)
are shown in brackets.

36

[Translation for Reference and Convenience Purposes Only](Reference)[1] Concepts and initiatives regarding securing diversity of the core human resources

In order to enable employees who possess different personalities and values to demonstrate their individual
abilities, the Group values all genders, nationalities, cultures, and lifestyles of employees and strives to create acomfortable workplace environment. Our subsidiaries and affiliates in Japan and abroad also are working onreflecting their respective business contents and characteristics of their regions.

<Human resource development policy and policy for development of workplace environment>
Subaru aims to develop human resources who act autonomously and lead changes and also is advancing
development of corporate culture that encourage individual employees to think over their own career development
and take on challenges and development of environment that allows diverse human resources to take active part.
We have introduced a new personnel system, education program, and open-call job rotation to offer opportunities
for employees to independently learn and take on challenges.
In January 2015, we established the Diversity Promotion Office for employee-friendly workplaceenvironment, human resource distribution enabling the right person in the right place, and humanresource development so as to facilitate active participation by all human resources including female
employees, mid-career hires, and foreign employees.
<Promoting active roles for female employees>
Subaru has traditionally positioned assistance for balancing work and childcare as an important initiative, andhas been operating at a level higher than that required by laws with respect to various systems such as childcare
leave and short working hours. Further, in nurturing female employees in managerial posts, with support forcareer development at the core, we aim to more than double the number of female employees in managerial
positions by 2025 compared with the level in 2021. As of the end of FYE2023, 27 out of 1,084 employees inmanagerial posts were female. Specific measures include promotion of Women’s Leadership Program (WLP),
which engages with each and every female employee aiming to become managerial staff and offer guidance andeducation appropriate for each individual, and conducting various trainings for charting a career that is uniquely
one’s own. In the fiscal year under review, we also held a Director’s Forum, a meeting for interacting with female
directors, with the aim of spurring the success of female managers. Further, we are also developing a corporate
culture that promotes female participation and establishment of workplace environment through female leader
training and unconscious bias training, primarily for superiors.
<Foreign national employees>
The Group has been hiring human resources appropriate from the perspective of the policy of each base andbusiness irrespective of their nationalities, and there are 88 foreign national employees in the company as of theend of FYE2023. There are three foreign national employees in managerial posts at manufacturing andengineering departments. We will continue to hire foreign nationals based on individual capabilities and quality
and carry out promotion and human resource distribution without discrimination.
<Mid-career hires>
We have been actively going ahead with mid-career recruitment in recent years to respond to environmental
changes and achieve sustainable growth. Of the full-time employees as of the end of FYE2023, 4,171 were midcareer hires and 175 of them were in managerial positions. Further, we established SUBARU Lab, an AI
development base, in Shibuya, which has a cluster of IT companies, in December 2020 as part of an initiative forenabling smooth and precise hiring of human resources required for AI development. We will continue to promote
mid-career hires so as to bring in new wisdom and values to improve the corporate value.

37

[Translation for Reference and Convenience Purposes Only]

Employee survey
Subaru counts corporate culture reform as one of the Issues to Be Addressed (pp. 28–32) and has been
implementing various initiatives. Based on the human resource development policy and policy for developmentof workplace environment (p. 37), we have been also introducing a new personnel system and education programs
to promote enhancement of growth of individuals. These initiatives have raised individual employees’ motivationand vitalized organizations. Subaru believes that the effect of the initiatives is showing in the results of theemployee attitudes survey, and has been incorporating the result of the employee attitudes survey as part ofremunerations of executive officers from FYE2023 (the 92nd fiscal period; see pp. 45–46).
We have been conducting the employee attitudes survey since FYE2018 and 17,049 full-time employees(97.2%) responded to the survey in FYE2023, posting a record high response rate for the third year in a row. The
scores showed a declining trend in general compared with the previous fiscal year as unstable operating conditions
persisted in the global economy, affected by the uncertainties in the business environment and the parts supply
issues primarily of semiconductors. We will continue to strive to improve the corporate values and achievesustainable growth of the company by linking the growth of individual employees to the growth of the organization
primarily through efficient operation of the newly introduced personnel system and enhancement of theeducational programs.

[2][3] Certified as Excellent Enterprise of Health and Productivity Management for the third
consecutive year
Based on the Subaru Global Sustainability Policy, Subaru Corporation
formulated its Health Declaration*1 and has been engaged in health promotion
activities. In recognition of these activities, the Company was certified as an“Excellent Enterprise of Health and Productivity Management” in the large
enterprise category under the Certified Health and Productivity Management
Organization Recognition Program*2 administered by the Ministry of Economy,
Trade and Industry (METI) and the Nippon Kenko Kaigi (public-private healthpromotion organization) for the third consecutive year. We will continue toaccelerate efforts to improve the health of employees and their family members.
*1 Please refer to our website (https://www.subaru.co.jp/en/csr/social/resources/health.html) for the details of the declaration.
*2 A system that honors small, medium, and large enterprises and other corporations that practice particularly excellent healthmanagement based on the health promotion initiatives led by Nippon Kenko Kaigi.

38

[Translation for Reference and Convenience Purposes Only](5) Status of Principal Subsidiaries, Etc. (as of March 31, 2023)[1] Status of principal subsidiaries
Holding
Ratio of
Name
Address
Capital stock
VotingRightsMain Businesses

Fuji Machinery Co., Ltd.

Gunma

480
Millions of yen

100.0%

Manufacture and sales of automotiveparts

Ichitan Co., Ltd.

Gunma

480
Millions of yen

100.0%

Manufacture and sales of automotiveparts

KIRYU INDUSTRY Co., Ltd.

Gunma

400
Millions of 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
Millions of yen

100.0%

Shipping, land freight and warehousingof Subaru vehicles, etc.

H. B. C. Co., Ltd.

Kanagawa

490
Millions of yen

68.0%

Storing and shipping of Subaru vehicles

Hokkaido Subaru Inc.

Hokkaido

98
Millions of yen

100.0%

Sales of Subaru vehicles and components

Miyagi Subaru Inc.

Miyagi

80
Millions of yen

100.0%

Sales of Subaru vehicles and components

Niigata Subaru Inc.

Niigata

100
Millions of yen

100.0%

Sales of Subaru vehicles and components

Kanagawa Subaru Inc.

Kanagawa

100
Millions of yen

100.0%

Sales of Subaru vehicles and components

Chiba Subaru Inc.

Chiba

100
Millions of yen

100.0%

Sales of Subaru vehicles and components

Tokyo Subaru Inc.

Tokyo

100
Millions of yen

100.0%

Sales of Subaru vehicles and components

Nagoya Subaru Inc.

Aichi

100
Millions of yen

100.0%

Sales of Subaru vehicles and components

Osaka Subaru Inc.

Osaka

100
Millions of yen

100.0%

Sales of Subaru vehicles and components

Hiroshima Subaru Inc.

Hiroshima

92
Millions of yen

100.0%

Sales of Subaru vehicles and components

Fukuoka Subaru Inc.

Fukuoka50
Millions of yen

100.0%

Sales of Subaru vehicles and components

Subaru Finance Co., Ltd.

Tokyo

2,000
Millions of yen

100.0%

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

US

USD
869,757,000

100.0%

Provision of corporate services to US
subsidiaries

Subaru of Indiana Automotive,
Inc. (SIA)

US

USD
794,045,000

100.0%

Subaru of America, Inc. (SOA)

US

USD
241,000

100.0%

North America Subaru Inc.
(NASI)

US

USD
5,000

100.0%

39

Purchasing of production parts for
Subaru vehicles, sales of completed
vehicles to Subaru of America Inc.
(SOA) and others
Sales of Subaru manufactured vehicles,
Subaru of Indiana Automotive, Inc.
(SIA) manufactured vehicles and parts
Technical investigation for Subaru
manufactured vehicles, Subaru ofIndiana Automotive, Inc. (SIA)
manufactured vehicles in North America
market, automobile related regulatorycompliance in the US

[Translation for Reference and Convenience Purposes Only]

Name

Address

Capital stock

Holding
Ratio of
VotingRightsMain Businesses

Subaru Canada, Inc. (SCI)

CanadaCND
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 andcomponents

Subaru of China Ltd. (SOC)

China

CNY
187,354,000

60.0%

Sales of Subaru vehicles and components

Yusoki Kogyo K. K.

Aichi

100
Millions of yen

100.0%

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

Tokyo

30
Millions of yen

100.0%

Inspection, service and maintenance of
aircrafts

Subaru Kohsan Co., Ltd.

Tokyo

675
Millions of yen

100.0%

Rental and management of real estate

SUBARU IT CREATIONSCORPORATIONS

Saitama100
Millions of yen

100.0%Development and operation of theGroup’s IT systems

Note: As of end of March 2023, there are 73 consolidated subsidiaries including the above 27 companies, and 10
equity method affiliates.
[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 2023, Toyota held 153,600,000 shares (20.2% 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 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.
*Battery Electric Vehicle

Left: GR86

Right: SUBARU BRZ

40

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

[Translation for Reference and Convenience Purposes Only](6) Capital Expenditures
The amount of capital expenditures incurred by the Group during the current fiscal year was 122.8 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)

Descriptions of Facilities

Funding Method

Automobile Division

118,539

Automobile production,
R&D, and selling facilities

Own funds andborrowing

Aerospace Division

3,636

Aircraft production facilities

Same as above

Other Businesses

665

Welfare facilities, etc.

Same as above

Total
Notes:
1.
2.
3.
4.

122,840--

The above amounts do not include consumption tax, etc.
There was no retirement or sale of important facilities, except for the retirement or sale of ordinary facilities for
replacement purposes.
In addition to the above, the Automobile Division invested 2.6 billion yen to acquire business assets such as vehicles forlease.
Capital expenditures by business segment
The Automobile Division incurred capital expenditures of 59.0 billion yen, most of which was invested in production
facilities for new products, R&D facilities, and improvement of quality and work environment of the Company.
Furthermore, in Subaru of Indiana Automotive Inc. (SIA), the division incurred capital expenditures of 44.6 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 3.6 billion yen, which was mainly invested into the production
facilities for new businesses and improvement of workplace environment at Subaru Corporation.

(7) Status of Fund Procurement[1] The Company took out long-term loans totaling 30.0 billion yen in the fiscal year under review.
[2] The Company has entered into a commitment line agreement totaling 198.5 billion yen.

41

[Translation for Reference and Convenience Purposes Only]

2. Directors and Corporate Auditors(1) Name of Directors and Corporate Auditors (as of March 31, 2023)
Title

Name

Main fields of
responsibilities in the
CompanySignificant Positions
Concurrently Held

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

Secretarial Office
Human Resources Dept.

-

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

Tomomi Nakamura

CEO (Chief Executive
Officer)
Aerospace Company
Quality

Director,
Executive Vice President

Katsuyuki Mizuma

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

Director,
Executive Vice
President

Tetsuo Onuki

Purchasing Div.
Product Planning Div.

Director,
Executive Vice President

Atsushi Osaki

Manufacturing

Director,
Executive Vice President

Fumiaki Hayata

Overseas Sales &Marketing Div. 1

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

42

Director, Subaru of Indiana
Automotive, Inc. (SIA)
Director, Subaru ofAmerica, Inc. (SOA)
Representative Director,
Japan Aircraft
Development Corporation(appointed in June 2022)
Director, Subaru USA
Holdings Inc. (appointed in
April 2022)
Director, Subaru of Indiana
Automotive, Inc. (SIA)
Director, Subaru ofAmerica, Inc. (SOA)
Vice Chairman, Subaru of
China Ltd.
Director, Subaru ofIndiana Automotive, Inc.
(SIA)
Director, Subaru USA
Holdings Inc. (appointed in
April 2022)
Director, Subaru of Indiana
Automotive, Inc. (SIA)
Director, Subaru ofAmerica, Inc. (SOA)

Outside Director, HOYA
Corporation

[Translation for Reference and Convenience Purposes Only]

Title

Main fields of
responsibilities in
the Company

Name

Outside Directors(independent)[Member of the Executive
Nomination Meeting][Member of the Executive
Compensation Meeting]Natsunosuke Yago-

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

Miwako Doi-

Standing Corporate Auditor[Chairman of the Board of
Corporate Auditors]

Yoichi Kato-

Standing Corporate Auditor

Hiromi Tsutsumi-

Outside Corporate Auditors(independent)

Shigeru Nosaka-

Outside Corporate Auditors(independent)

Kyoko Okada-

Outside Corporate Auditors(independent)

Yuri Furusawa-

43

Significant Positions
Concurrently Held
President, Ebara
Hatakeyama Memorial
Foundation
Outside Director, J. FRONTRETAILING Co., Ltd.
Outside Director, PARCO
CO.,LTD. (retired in May
2022)
Auditor, National Instituteof Information andCommunications
Technology (part-time)
Executive Vice President,
Tohoku University (parttime)
Executive Director, Nara
Institute of Science andTechnology (part-time)
External Director, Isetan
Mitsukoshi Holdings Ltd.
Outside Director, NGK
Spark Plug Co., Ltd.
Corporate Auditor, Ichitan
Co., Ltd.
Corporate Auditor, Tokyo
Subaru Inc.
Corporate Auditor, dotD,
Inc. (retired in March 2023)
Advisor, AI Dynamics Inc.
Japan (retired in December
2022)
Outside Audit &Supervisory Board
Member, Daio Paper
Corporation
Outside Director, JACCS
CO., LTD.
Outside Audit &Supervisory Board
Member, NEC Corporation(appointed June 2022)
Outside Audit &Supervisory Board
Member, Kubota
Corporation

[Translation for Reference and Convenience Purposes Only]
Notes:
1. Corporate Auditor Yuri Furusawa was elected and appointed at the 91st Ordinary General Meeting of
Shareholders held on June 22, 2022.
2. Directors Yasuyuki Abe, Natsunosuke Yago, and Miwako Doi are outside directors as prescribed in Article 2,
Item 15 of the Companies Act. The Company has no significant transaction with HOYA Corporation, forwhich Mr. Yasuyuki Abe concurrently serves as an outside director. The Company has no significant
transaction with Ebara Hatakeyama Memorial Foundation, for which Mr. Natsunosuke Yago concurrently
serves as president, as well as J. FRONT RETAILING Co., Ltd., for which he concurrently serves as outside
director, and PARCO CO., LTD., for which he used to concurrently serve as outside director. The Company
has no significant transaction with National Institute of Information and Communications Technology, forwhich Ms. Miwako Doi concurrently serves as auditor, Tohoku University, for which she concurrently serves
as executive vice president, Nara Institute of Science and Technology, for which 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.
3. Corporate Auditors Shigeru Nosaka, Kyoko Okada, and Yuri Furusawa are outside statutory auditors asprescribed in Article 2, Item 16 of the Companies Act. The Company has no significant transaction with dotD,
Inc., for which Mr. Shigeru Nosaka used to concurrently serve as corporate auditor, and AI Dynamics Inc.
Japan, for which he used to concurrently serve as advisor. The Company has no significant transaction with
JACCS CO., LTD., for which Ms. Kyoko Okada concurrently serves as outside director, as well as Daio Paper
Corporation and NEC Corporation, for which she concurrently serves as outside audit and supervisory board
member. The Company has no significant transaction with Kubota Corporation, for which Ms. Yuri Furusawa
concurrently serves as outside audit and supervisory board member.
4. Corporate Auditor Shigeru Nosaka long served in the accounting and finance divisions of Oracle Corp. Japan,
and has significant knowledge in finance and accounting.
5. Corporate Auditor Kyoko Okada long served in CSR and corporate culture divisions at Shiseido Co, Ltd., andhas significant knowledge in these areas.
6. Corporate Auditor Yuri Furusawa has held key positions in the Ministry of Land, Infrastructure, Transport andTourism, and has been involved in the promotion of workstyle reform, active participation by women anddiversity in the Cabinet Secretariat, and has significant knowledge in these areas.
7. The Company has reported Directors Yasuyuki Abe, Natsunosuke Yago, and Miwako Doi, as well as
Corporate Auditors Shigeru Nosaka, Kyoko Okada, and Yuri Furusawa 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.
8. Key responsibilities of the directors as of April 1, 2023 are shown below.
Title

Name

Main fields of responsibilities in
the Company

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

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

Tomomi Nakamura

CEO, Aerospace Company, Quality

Director, Executive Vice President

Katsuyuki Mizuma

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

Director, Executive Vice President

Tetsuo Onuki

Director, Executive Vice President

Atsushi Osaki

Director, Executive Vice President

Fumiaki Hayata
44

Representative Director, President, SUBARUTECHNO CORPORATION
Secretarial Office, Human Resources Dept.,
sales, marketing[Translation for Reference and Convenience Purposes Only](2) Policy and Procedure for Determination of Compensation for Directors[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 compensation by cash
at a certain time of the year. The specific amount is determined according to a compensation table byposition 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 mediumand long-term strategy targets, a portion of the restricted stock compensation to be granted as nonmonetary compensation (see (3) below) will be set as Performance Share Units (PSUs), in which thenumber of shares granted is linked to the degree to which target business results are achieved.
Consolidated return on equity (ROE), a key financial indicator in the mid-term strategy, as well as
employee engagement as a non-financial indicator will be adopted as KPIs for PSUs. The Company willappropriately review the KPIs for annual performance-linked bonuses and PSUs based on changes inthe 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(1 unit = 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.
45

[Translation for Reference and Convenience Purposes Only]
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 the baseamount).
Basiccompensation
Fixed Monetary
Compensation

Breakdown
AnnualRestricted stock compensation
performancelinked
PSU
RS
Compensation●

Performancelinked
Compensation●

Non-monetary
Compensation

●
●

●

Rate
President

Directors
other than the
President

45%

50%

45%*1

40%*2

25%*1

20%*2

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 heor 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, the Executive
Compensation Meeting shall, by a resolution of the Board of Directors, be structured so that the majority ofits members are outside directors, and its chairman shall be appointed by a resolution of the Board of 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%).
(Reference) Compensation System for Directors (Representative Director President and CEO)
Short-term incentives

Mid-and long-term incentives

Basic compensation

Annual performancelinked bonuses

Restricted stock compensation

45%

30%

Fixed portion

Variablecompensation type

Fixedcompensation
type(PSU)15%(RS)10%financial

46

nonfinancial

[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 pertaining to the provisions of the said resolution was eight(including two outside directors). 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 bewithin 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 pertaining to the said resolution was four.
[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 aredescribed in 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 aresolution of the Board of Directors.
The Executive Compensation Meeting in the fiscal period under review comprised of three outside directors(Yasuyuki Abe, Natsunosuke Yago, and Miwako Doi) and two internal directors (Tomomi Nakamura and Kazuo
Hosoya) and Kazuo Hosoya served as its chair.
The Executive Compensation Meetings were held four times in the fiscal period under review. The body
verified the Directors’ compensation system introduced in the fiscal year under review and discussed theexecutive compensation level using external research data. It also made decisions on matters such as performancelinked compensation levels for Directors (except for Outside Directors) based on performance evaluation, and theamount of monetary compensation claims for individuals regarding restricted stock units.
[4] Total Compensation for Directors and Corporate Auditors for the Fiscal Period
Total compensation (millions of yen)
Category

Number of
persons

Restricted stockcompensation

Basic compensation(paid in fixed monthly
installments)

Short-term
performance-linked
compensation

PSU

RS

Directors(of which Outside
Directors)

9
(3)

293
(38)

147
(-)

23
(-)

58
(-)

521
(38)

Corporate Auditors(of which Outside
Corporate Auditors)

5
(3)

85
(29)

(-)

(-)

(-)

85
(29)

Note:

The restricted stock compensation in the above table includes the cost of phantom stock grated to nonresidents.

47

[Translation for Reference and Convenience Purposes Only][5] Matters regarding performance-linked remuneration
In “STEP2.0,” the progress report on the medium-term management vision announced on May 11, 2021, theCompany announced it aims to maintain a ratio of shareholders’ equity to total assets of 50% and to aim aminimum ROE of 10%. In accordance with these goals, the Executive Compensation Meeting, upon authorizationby the Board of Directors, decides the annual performance-linked bonuses for Directors based on the consolidated
profit before tax for FYE2023 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 achievementof the Group's medium- and long-term strategy targets, the Company has adopted the Performance Share Units(PSU), in which the number of shares granted is linked to the degree of achievement of the targets for key financial
indicator (ROE) and non-financial indicator (employee engagement), for a portion of the restricted stockcompensation to be granted as non-monetary compensation. Annual performance-linked bonuses and restricted
stock compensation are not granted to outside directors in view of their roles of fulfilling monitoring and oversightfunctions of corporate management from an independent position.
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)).
Performance indicators

Results

Consolidated profit before tax

278.4 billion yen

ROE

10.0%

Employee engagement indicator
improvement points-3 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 thefiscal period under review (p.7),” “3. Information on Shares Issued by the Company,” of Matters Omitted in theDocuments Accompanying the Notice of Convocation of the 92nd Ordinary General Meeting of Shareholders
and the above [1] 2 (3).

- 48 -