ANA : Corporate Governance Report

Corporate Governance Report

Last Update: December 14,2021

ANA HOLDINGS INC.

President and CEO: Shinya Katanozaka

Contact: Director,General Administration,Motoaki Ueno

TEL: [phone]

Securities Code: 9202

https://www.ana.co.jp/group/en/

The corporate governance of ANA HOLDINGS INC. ("the Company") is described below.

1. Basic Approach to Corporate Governance, Capital Structure, Corporate Profile and Other Basic Information

1. Basic Approach

The ANA Group ("the Group") implements management that contributes to value creation for various stakeholders in accordance with the ANA Group Mission Statement. In addition, the Group has adopted a holding company structure whereby each group company carries out swift decision-making and the Company supervises and monitors the implementation of group company operations to realize sustainable growth of group companies and the enhancement of medium- to long-term corporate value.

The Company has created a corporate governance system in accordance with this Fundamental Policy and continues to improve upon it. Under this system, the Company plays a leadership role in the Group management and establishes management policies and goals for the Group overall. In addition,the Company supervises and monitors management of group companies, and conducting transparent, fair, and definitive decisions.

The Company has adopted a company with company auditors, whereby Audit and Supervisory Board Members, along with the Board of Directors, supervise, monitor and audit the execution of duties by directors. Furthermore, the Company is strengthening the supervisory function of the Board of Directors, in part by including the appointment of Outside Directors. The Company is also enhancingthe auditing function of Audit and Supervisory Board Members, which includes the appointment of a full-time Outside Audit and Supervisory Board Member.

Built on a foundation of security and trust, "the wings within ourselves" help to fulfill the hopes and dreams of an interconnected world.

"Security and Trust" is the Group's unwavering promise to our customers. It defines the core of our entire operation and is our solemn responsibility. "The wings within ourselves" are our desire to

continually rise to new challenges, contribute to the strong rebirth of our organization and always be there for our customers. The Group, with the air transportation as business pledges to transcend

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generations in support of developing our global community and fulfilling the hopes and dreams of current and future generations

The Company's corporate governance practices are explained in this report as well as in the Fundamental Policy on Corporate Governance, Notifications of the Ordinary General Meeting of Shareholders, Securities Reports (Japanese only), Annual Reports and the Company's website. Please refer to these sources for further information. The content of disclosure based on the principles ofthe Corporate Governance Code is as follows.

[Reasons for Non-compliance with the Principles of the Corporate Governance Code]

Principle 1.4 (Cross-shareholdings)

The Company believes that maintaining and strengthening cooperative relationships with business partners is necessary for the expansion and development of the Group's business. The Group, which mainly engages in the air transportation business, shall strategically hold shares in another company should it believe that this will contribute to smooth business continuity and enhanced profits via business alliance and stronger business relationships, and thereby improvement corporate value in the medium- to long-term.

Every year the Company comprehensively verifies individual cross-shareholdings at a meeting ofthe Board of Directors to determine the significance of the holdings and the associated risks and benefits. When verifying the economic rationale behind the shareholdings, the Company

conducts quantitative and multi-faceted assessments, including checking the total shareholder return (TSR) of each stock and comparing the return on investment of that stock with the capital costs of the Group. If the assessment results show that the cross-shareholdings have been stagnant for a period of time and they are not judged as contributing to the sustainable growth of the Group and the improvement of corporate value in the medium-to-long-term, we will reduce them.

The meeting of the Board of Directors on May 19, 2021 will verify individual stocks from a medium-to- long term perspective and verify the economic rationale behind the Company's cross-shareholdings. Furthermore, appropriate decisions on the exercise of voting rights of strategicallyshareholdings are made by comprehensively taking into account dialogue with the relevant company after examination of each resolution, including the enhancement of the relevant company's medium- to long-term corporate value and the impact on the Group's business operations

[Disclosure based on the Principles of the Corporate Governance Code]

Principle 1.7 (Related Party Transactions)

The Board of Directors, in accordance with laws and regulations and the Board of Directors Regulation, an internal rules, must approve competitive business transactions and transactions that constitute conflicts of interests between the Company and directors. In the event that said transactions are implemented within the approved framework, material facts regarding these transactions shall be are reported at the Board of Directors meeting.

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In the event these transactions are carried out between the Company and a related party other than a director, the necessary approval of said transactions are carried out in accordance with the Company's internal rules depending on the scale and importance of the transaction. The Internal Audit Division shall conduct periodic audits of the content of these transactions and a system shall be put in place that enables Audit and Supervisory Board Members to view the details of approvals at any time.

Supplementary Principle 2.4-1: (Approach and Goals for Ensuring Diversity)

The ANA Group is promoting diversity and inclusion throughout the group. We respect diversity in terms of age, nationality, gender, values, disabilities, etc., and promote a variety of human resources related initiatives so that we can use this diversity as a strength to bring about further change.

After presenting "The ANA Group Diversity and Inclusion Promise" (D&I Promise) in 2015, we have been promoting D&I as one of the key pillars within our management strategy.

We will:

• Consider Diversity & Inclusion to be the source of new value creation (innovation) and value the diversity of our employees.
• Work to create a workplace where each and every individual can fully demonstrate their own strengths

and make the most of those strengths.

∙ Create the ANA Group that generates continuous change and inspires unwavering trust by providing employees with rewarding work that they can engage in enthusiastically.

The April 2015 D&I Declaration has led to the establishment of a dedicated organization within the Human Resources Division to boost the promotion of diverse human resources, and the promotion of environmental development, cultural development, and awareness reform. In April 2020, we established the Group D&I Promotion Department with the aim of strengthening the D&I promotion function.

Each Group company has also been assigned a "D&I Promotion Officers" to develop a system that further accelerates D&I promotion throughout the Group.

The goals of the ANA Group and its core subsidiary, All Nippon Airways Co., Ltd. ("ANA"), to promote women's activities are as follows:

Targets to be achieved as early as possible in the 2020s (established June 2021)

• Ratio of female officers: 30% or more (Group: 9.7%, ANA: 14.6% as of April 2021)
• Ratio of female managers: 30% or more (Group: 17.2%, ANA: 17.0% as of April 2021)

Target to be achieved for ANA by 2025 within limited levels and divisions (established in November 2020)

• Number of female officers and general managers: 25% increase (compared to 2019)
• Number of female flight crew and maintenance personnel: 25% increase (compared to 2019)

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For foreign and mid-career recruits, there are no differences between these employees and other employees based on nationality or age of employment when promoting and appointing employees to management level, so we do not set any specific targets for them.

For other details, please refer to the Company's website and the Annual Report. https://www.ana.co.jp/group/en/csr/human_resources/ https://www.ana.co.jp/group/en/investors/irdata/annual/

Principle 2.6 (Corporate Pension Asset Owners)

In the ANA Pension Plan of All NIPPON AIRWAYS CO., LTD., the core subsidiary of the Group, investments are dispersed in order to secure the required investment returns reliably over the long term, as stipulated in the Pension Asset Management Policy and the Basic Asset Allocation in accordance with the provisions of the Defined-Benefit Corporate Pension Act, etc. The selection of fund managers and funds are decided by the Board of Representatives after deliberation by the Investment Management Committee in collaboration with external investment consultants. Furthermore, investment performance is monitored through regular exchanges of information with fund managers, and quantitative and qualitative evaluations performed by investment consultants. Personnel with suitable qualities regarding investments are assigned to the ANA Pension Plan from the finance and accounting departments.

Principle 3.1 (Full Disclosure)

1. The Company has established a Mission Statement, Management Vision and ANA's Way as its Corporate Philosophy for the Group, which are disclosed on its website. https://www.ana.co.jp/group/en/company/vision/
   The Medium-Term Corporate Strategy is also disclosed on its website. https://www.ana.co.jp/group/en/pr/201601/20160129-2.html
2. The Company has established a Fundamental Policy on Corporate Governance on the Company's fundamental approach to corporate governance, which is also disclosed on its website. https://www.ana.co.jp/group/en/about-us/governance/pdf/governance181130.pdf
3. The policies and procedures for determining remuneration for directors on the Board of Directors is outlined in "5. Director Remuneration" in the Fundamental Policy on Corporate Governance, and "II.1 [Directors] Policies for determining remuneration amounts and calculation method" in this report.
4. The policy for the selection of directors and Audit and Supervisory Board Members is explained in "3. Directors and the Board of Directors" and "4. Audit and Supervisory Board Members and the Audit and Supervisory Board" within the Fundamental Policy on Corporate Governance, and "II.2 Matters pertaining to Functions including Business Execution, Audits and Supervision, and Appointment and Remuneration Decisions. (Overview of the Current Corporate Governance
   System)" in this report. The selection of directors and Audit and Supervisory Board Members is decided based on deliberation by the Board of Directors including Outside Directors
5. The reasons for selection of candidate for Directors and Audit and Supervisory Board Members are Outlined in the Notice of the 76th Ordinary General Meeting of Shareholders.
6. In the event that circumstances arise where a director has violated laws and regulations or the

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Articles of Incorporation, or when it is otherwise deemed difficult for a director to execute his or her duties, deliberations will be conducted in the Personnel Advisory Committee, and after receiving a report on these deliberations, the Board of Directors will decide whether to submit a proposal to the General Meeting of Shareholders concerning the dismissal of such director.

Supplementary Principle 3-1-3: (Disclosure of Sustainability Initiatives, etc.)

The ANA Group is committed to addressing the four material issues of the environment, human rights, regional revitalization, and diversity and inclusion (D&I) through our business activities as identified in our ESG management, which takes into consideration the environment (E), social(S), and governance

(G). By simultaneously creating social value and economic value, we aim to achieve a sustainable society and increase our corporate value.

In fiscal 2020, to clarify the ANA Group's vision for the future, we formulated and disclosed ANA Group ESG Commitments and initiatives to achieve them. With regard to the environment, one of our material issues, we updated our 2050 Environmental Goals in April 2021 amid accelerating global trends, particularly in response to climate change. As we have declared that we will achieve carbon neutrality by fiscal 2050, we have formulated new 2030 Environmental Targets as a roadmap for achieving this goal. We will continue our efforts in the areas of human rights, regional revitalization, and diversity and inclusion (D&I), and will disclose information on our progress as needed.

The ANA Group established the Group ESG Management Promotion Committee in accordance with Group ESG Management Promotion Committee Regulations. This committee, which operates under the guidance of the president and under the chairmanship of the director in charge of corporate sustainability (CEPO: Chief ESG Promotion Officer), consists of ANA HOLDINGS INC. and group

company directors, executive officers, and the full-time Audit & Supervisory Board members of ANA HOLDINGS INC. The committee discusses core policies and measures related to ESG management. In addition, important issues directly related to management are discussed at the Group Management Committee and reported to the Board of Directors and the Board of Corporate Auditors. Based on these regulations, each Group company has appointed an ESG Promotion Officer (EPO) as the person responsible for promoting ESG management and participates as a member of the Group ESG

Management Promotion Committee, and each Group company and department has an ESG Promotion Leader (EPL) to lead the ESG activities of their respective organization. Matters discussed, resolved, and reported at the Board of Directors, Group Management Committee, and Group ESG Management Promotion Committee are shared and implemented throughout the entire Group in close collaboration with EPOs and EPLs. We also hold EPL meetings twice a year to share information in a comprehensive manner and promote initiatives at each Group company and department.

In March 2019, the ANA Group became the first Japanese airline to endorse the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), established by the Financial Stability Board.

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