Artience : Corporate Governance Report

Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

Corporate Governance Report

CORPORATE GOVERNANCE

artience Co., Ltd.

Last Update: April 2, 2024

artience Co., Ltd.

Satoru Takashima, Representative Director, President

Contact:

General Affairs Department Securities code: 4634

https://www.artiencegroup.com/en/

The corporate governance of artience Co., Ltd. ("the Company") is described below.

I.

Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other Basic Information

1. Basic Views

The artience Group ("the Group") reaffirms that it is a global corporate group whose main business is the chemical manufacturing industry, and that it has the potential to have a significant impact on society and the environment. The Group believes that it must build good relationships with all stakeholders, and work to maintain and improve them. To do so, the Group recognizes that constantly analyzing and evaluating its own activities and practicing balanced management from the perspectives of people, society, the environment, and the economy is an important issue for fulfilling our corporate social responsibilities.

Enhancement of corporate governance through continuous reform is one of the pillars of the Group's sustainability management. The Group will continue to incessantly reform and validate management resources and risk management, and build and maintain effective corporate governance. The Group will adapt flexibly to changes in the business environment and work to achieve resilient corporate management that contributes to the sustainable growth of the Group.

The Company's thoughts on each item of corporate governance are posted in its Basic Policy on Corporate Governance, which is published on the Company's website.

◇Basic Policy on Corporate Governance:https://www.artiencegroup.com/en/corporate/sustainability/governance/corporate-governance/index.html#qa_1_1

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

The Company is implementing all of the principles under the Corporate Governance Code.

Disclosure Based on the Principles of the Corporate Governance CodeUpdated

【Principle 1.4 Cross-Shareholdings】

The Company holds shares of companies as it deems necessary for policy reasons as part of its management strategy, including business alliances, the maintenance and strengthening of business relationships and the stable procurement of raw materials.

Each year, the Board of Directors examines the economic rationality of holding each individual cross-held listed stock from a medium- to long-term perspective, and the Company sells stocks whose holdings have become less meaningful.

The Company sold 13.1 billion yen in stocks during the period of the previous medium-term management plan (FY2020 to FY2023) and plans to sell more than 10.0 billion yen in stocks during the period of the current medium- term management plan (FY2024 to FY2026).

Voting rights in relation to cross-shareholdings for listed shares will be exercised in an appropriate manner on a case-by-case basis, taking into account whether or not the relevant proposal will help to enhance the corporate value of the issuing company over the medium to long term, whether or not it will contribute to the profits of allshareholders, including the Company, and the qualitative and overall impact it will have on the Group in terms of management and business. Where an issuing company has special circumstances, such as the occurrence of significant damage to its corporate value or a serious compliance violation, or where there is a concern that an issuing company may damage the corporate value of the Company as its shareholder, judgment over whether or not to approve will be made carefully by collecting sufficient information through dialogues with the issuing company or by other means.

【Principle 1.7 Related Party Transactions】

The Group will carry out all transactions, including related party transactions, in accordance with its own internal regulations, having sought necessary approvals in line with the importance and nature of the relevant transaction. Transactions whereby the related party is a major shareholder, or equivalent, will be subject to the same terms and conditions as transactions with third parties, to ensure that transactions are carried out legitimately.

【Principle 2.4 Ensuring Diversity, Including Active Participation of Women】

The Group believes that recruiting diverse human resources regardless of gender, age, nationality or disability and accepting their diverse values, thoughts and ideas will generate innovative ideas and innovation and promote the creation of value through diversity.

One of the most important issues is the promotion of the active participation of women. In terms of promoting a comfortable working environment, the Company has created an environment where employees are able to work actively while balancing childcare and work, and in 2010 the Company acquired Kurumin mark certification. By enhancing support system, in-house training, information provision, etc., the Company also received Eruboshi certification in 2017 and Platinum Kurumin certification in 2023. Regarding the promotion of the active participation of women, approximately 41.5% of the new graduates hired in April 2024 are women. In addition, the Company aims to establish an education system to develop women candidates for managerial positions.

The Group will facilitate the advancement of women in terms of both ease of work and careers and promote the appointment of women to managerial positions.

【Supplementary Principle 2.4.1 Ensuring the Diversity in Promotion to Core Positions】

The Group set itself a target of increasing the percentage of managers in Japan that are women to 10% by FY2030. The Group will provide career training for female future leaders and implement other initiatives to encourage female employees to take the first step in trying new jobs and duties with confidence and courage.

In the Group's view, it is unnecessary to set a numerical target for the percentage of managers in Japan that are foreign nationals and midcareer hires given that its policy is not to discriminate on the basis of nationality or career background in the context of employment and career development. The Group endeavors to ensure diversity in accordance with the policy described later in this report.

As of January 2024, the percentage of managers in Japan that are women was around 5.5%, the percentage that are foreign nationals was less than 1% and the percentage that are midcareer hires was around 32%.

The Group's policies to cultivate human resources and develop an internal environment to ensure diversity are follows.

The Group cultivates human resources based on a policy of developing abilities through diverse practical work experience related to overseas business both in Japan and overseas.

In anticipation of future needs, the Group also cultivates human resources through practical training at overseas subsidiaries aimed primarily at young and middle-ranking employees.

In order to (i) provide information and training for mutual respect and the effective use of differences among employees and (ii) further promote diversity, the Company renamed the Diversity and Inclusion (D&I) Promotion Office the Diversity, Equity and Inclusion (DE&I) Promotion Office in January 2024. The Company will develop an environment, design programs and consider measures that will enable the active participation of diverse human resources.

【Principle 2.6

Roles of Corporate Pension Funds as Asset Owner】

The Company has adopted a contract-type defined benefit corporate pension plan and manages the pension assets. Under the pension scheme of the Fund, the assets are managed by diversifying them appropriately after listening to opinions from the asset management consultant and asset management organizations, to secure investment earnings on a long-term basis for the purpose of securing resources for stable payment in the future.

Management of the pension assets is entrusted to multiple asset management organizations, and each organizationis left to select individual investment destinations and exercise voting rights, so as to prevent a conflict of interest between beneficiaries of the corporate pension and the Company. In addition, information about the management status is obtained regularly from each management organization, and details are shared by the Asset Management Committee, which is composed of executives in charge of personnel and managers from personnel and finance departments, and management status is managed appropriately.

Further, managers and persons in charge from the personnel department, which is the department in charge, cooperate with asset management consultants to ensure appropriate asset management and participate in pension management seminars and similar sessions hosted by asset management organizations, as part of their efforts to strengthen their expertise.

【Principle 3.1 Full Disclosure】

i) Company objectives (e.g., business principles), business strategies and business plans;

Details of the Company's Corporate Philosophy and Management Plan are published on the Company's website for reference.

◇Corporate Philosophy:https://www.artiencegroup.com/en/corporate/info/philosophy.html ◇Management Plan:https://www.artiencegroup.com/en/corporate/info/strategy.html

ii) Basic views and guidelines on corporate governance based on each of the principles of the Code;

Details of the Company's basic position on corporate governance are included under Section I-1. (Basic Views) of this report.

The Company's Basic Policy on Corporate Governance are published on the Company's website for reference. ◇Basic Policy on Corporate Governance:https://www.artiencegroup.com/en/corporate/sustainability/governance/corporate-governance/index.html#qa_1_1

iii) Board policies and procedures in determining the remuneration of the senior management and directors;

The Company believes the executive remuneration system is an important part of its corporate governance and has established the five polices below based on this understanding. The Company will also ensure that the system adopts an objective perspective through the Nomination and Remuneration Advisory Committee which is chaired by an Outside Director

• 1) Remuneration should be at a level that reflects economic conditions and corporate performance.

• 2) It should be at a level that enables the Company to attract and retain talent to increase its corporate value.

• 3) The remuneration system should embody the Company's Corporate Policy, reflect its medium- and long-term management strategies and strongly inspire sustainable growth.

• 4) Remuneration should adopt the performance-linked system and inspire the achievement of the disclosed performance forecasts.

• 5) It should be designed to be fair and rational from a perspective of accountability to the stakeholders. It should be determined through an appropriate process that increases fairness and transparency.

For more information, see II-1. (Director Remuneration, Disclosure of Policy on Determining Remuneration Amounts and the Calculation Methods Thereof) of this Report.

iv) Board policies and procedures in the appointment/dismissal of the senior management and the nomination of director candidates;

When a candidate for Director is nominated, the following matters (a) to (d) are determined comprehensively by the Chairman, President and Director in charge of personnel affairs. The President nominates candidates for the posts of Directors and Audit and Supervisory Committee Member. The nomination of candidates for the post of Director is discussed by the Nomination and Remuneration Advisory Committee, which is attended by three independent Outside Directors, and candidates for Directors who are members of the Audit and Supervisory Committee are approved at the meeting of the Audit and Supervisory Committee concerning submission of the proposal for the appointment to the General Meeting of Shareholders, before they are determined through deliberation and a resolution at a meeting of the Board of Directors.

(a) Criteria for nomination of Chief Executive Officer

In accordance with the Company's Corporate Policy, the Company nominates the Chief Executive Officer, based on a comprehensive assessment of:

• - the nominee's ability to balance short-term, medium-term and long-term perspectives and to make sophisticated management decisions;

• - the nominee's familiarity with the Group's business gained through experience serving as an executive director; and

- the nominee's awareness of the need to strictly enforce the law and corporate ethics.

• (b) Appointment and nomination of candidates for Executives and Directors who are not members of the Audit and Supervisory Committee

  In accordance with the Company's Corporate Policy, the Company nominates candidates for Executives and Directors, based on a comprehensive assessment of:

  • - their expected ability to contribute to the further development of the Group and related industries as a whole;

  • - their ability to accurately identify issues in their division and work with other Executives to resolve those issues; and

  • - their awareness of the need to strictly enforce the law and corporate ethics.

• (c) Appointment and nomination of candidates for Directors who are members of the Audit and Supervisory Committee

  In accordance with the Company's Corporate Policy, the Company nominates candidates for Audit and Supervisory Committee Members, based on a comprehensive assessment of:

  • - their ability to audit Directors' performance, prevent violations of the law and the Company's articles of incorporation before they occur, and maintain and improve sound management and public trust in the Group; and

  • - their ability to conduct audits from a neutral, objective perspective, and contribute to ensuring sound management.

• (d) Appointment and nomination of candidates for Outside Directors

  Taking the Company's criteria for independence for independent officers into consideration, the Company nominates candidates for Outside Directors, based on a comprehensive assessment of:

  • - their extensive expertise and experience in fulfilling leadership roles in areas such as management, legal affairs, finance and accounting, personnel and labor relations, and the chemical industry; and

  • - their ability to get to the heart of issues affecting the Group, adequately share their opinions with management, and provide guidance and supervision.

Concerning the removal of an Executive, consultation will be sought from the Nomination and Remuneration Advisory Committee in light of the criteria for removal stipulated in the Rules on Disciplinary Actions against Directors.

v) Explanations with respect to the individual appointments/dismissals and nominations based on iv).

The reasons for the nomination of candidates for Directors are already available on the Company's website for reference of the Notice of the Annual General Meeting of Shareholders.

◇Notice of the Annual General Meeting of Shareholders:https://www.artiencegroup.com/en/corporate/ir/stock-information/generalmeeting.html

Reasons for the nomination of Outside Directors are also stated in II-1. (Directors, Outside Directors' Relationship with the Company) of this Report.

【Supplementary Principle 3.1.3 Sustainability Initiatives】

The Group has set the basic vision of promoting a range of sustainability activities centered on the achievement of carbon neutrality in 2050 and interim goals in 2030 by formulating its sustainability vision, asv2050/2030, as a practical long-term goal for the Group's sustainability activities. Framework to promote sustainability and disclosures of climate change-related financial information based on the TCFD recommendations are published in the Company's website and Integrated Report 2023.

With respect to human capital, the Group sees human resources as its most important management capital and actively invests in them, introducing a human resource rotation program, promoting women's participation and advancement in the workplace to increase diversity, and ensuring safety and health in the workplace as a manufacturer. Similarly, in terms of the creation of new intellectual property, the Company has renewed its R&D structure to promote the development of new products and the creation of new businesses which meet the needs of society. In addition, the Group is endeavoring to promote open innovation and strategically acquire patents, and is actively disclosing information about these activities through its integrated report and other means.

◇Sustainability Vision "asv2050/2030":

https://www.artiencegroup.com/en/corporate/info/strategy.html#a03 ◇Integrated Report 2023:https://www.artiencegroup.com/en/corporate/ir/archives/integrated-report/ ◇Sustainability Data Book 2023:https://www.artiencegroup.com/en/corporate/sustainability/archives/sustainability-data-book/

【Supplementary Principle 4.1.1 Scope of Delegation to Management】

In addition to matters that require a decision from the Board of Directors in accordance with the law or the Company's articles of incorporation, important management matters including the basic policy and strategic direction of the Group are submitted for approval by the Board of Directors in accordance with the Regulations of the Board of Directors. In addition, in order to transfer decision-making authority for the execution of business, decisions regarding the execution of business may be delegated to the Representative Directors in accordance with the Articles of Incorporation and the Board of Directors Regulations.

Decisions regarding other important matters in relation to management are made by the Group Management Committee in accordance with the Regulations of operating the Top Management Committee. To ensure effective supervision by the Board of Directors, matters determined by the Group Management Committee are then reported to the Board of Directors.

Operations relating to matters other than those submitted to the Board of Directors or the Group Management Committee are handled directly by the relevant Director in accordance with responsibilities determined by the Board of Directors. Such operations may also be delegated to a responsible Executive Officer. Even in cases such as these however, there are approval regulations in place for matters that can only be acted upon with approval from the Representative Directors, due to their importance or nature.

【Principle 4.9 Independence Standards and Qualification for Independent Directors】

Details of independence standards for Outside Directors and Audit and Supervisory Committee Members are included under II -1. (Matters Concerning Independent Directors) of this report.

【Supplementary Principle 4.10.1

Authority and Roles of the Nomination and Remuneration Committee】

The Company has established Nomination and Remuneration Advisory Committee aimed at further enhancing transparency and objectivity in processes for determining the nomination and remuneration of Directors.

The Nomination and Remuneration Advisory Committee consists of a majority of independent Outside Directors. The two Representative Directors attend the committee as members but an independent Outside Director serves as chair to ensure independence.

The Company positions the committee as advisory bodies which are mandated by the Board of Directors to deliberate on candidates for Directors and remuneration proposals presented by the Representative Directors before their proposal to the Board of Directors and to confirm the appropriateness of such candidates and proposals. The Representative Directors make proposals to the Board of Directors, based on utmost respect for the opinions of the committee. Details of procedure are stated in Principle 3.1. iv) of this section.

【Supplementary Principle 4.11.1 Policy on Diversity of the Board of Directors】

The Company's Board of Directors shall be composed of appropriate personnel, taking into consideration diversity and expertise within the number of Directors stipulated in the Articles of Incorporation, and at least one-third of the Directors shall be independent Outside Directors in accordance with the Company's independence standards as stipulated in Principle 4-9 above.

The criteria for nominating Directors and the procedures for their election are described in Principle 3-1 (iii)(iv) above. For the Director skills matrix, see the Attachment to this Report.

【Supplementary Principle 4.11.2 Concurrent Positions Held by Directors】

Details of executive positions held concurrently by Directors at other listed companies are included in the Notice of the Annual General Meeting of Shareholders and the Annual Securities Report, which are posted on the Company's website. In addition, those of Outside Directors are also stated in II-1. (Directors) of this Report.

◇Notice of the Annual General Meeting of Shareholders:https://www.artiencegroup.com/en/corporate/ir/stock-information/generalmeeting.html ◇Annual Securities Report (*Japanese only):

https://www.artiencegroup.com/ja/corporate/ir/archives/annual-security-report/

【Supplementary Principle 4.11.3 Analyses and Evaluations of Effectiveness of the Board of Directors】

Each year, the Company conducts an evaluation of the effectiveness of the Board of Directors for all Directors, including Outside Directors, and takes steps to improve the Board of Directors based on issues identified.

The evaluation of effectiveness conducted in January 2023 pointed out training opportunities for officers, feedback to the Board of Directors on the statues of dialogues with shareholders, and the operation of the Advisory Committee on Nomination and Remuneration. In response, in FY2023, the Board of Directors confirmed the training curriculum for officers and submitted a proposal for an IR activity report. It also reviewed the frequencyof meetings of the Advisory Committee on Appointment and Remuneration starting in FY2024.

• • A questionnaire survey was developed and conducted with the involvement and advice of a third-party external organization.

• • Anonymity was ensured by enabling the submission of responses directly to the external organization.

• • Analysis, discussion and evaluation were made at a meeting of the Board of Directors in March 2024 based on reports of aggregate results from the external organization.

＜FY2024 Evaluation results and issues>

• - Generally positive evaluations were received, such that necessary discussions were taking place in line with the proposal, and we recognized that the effectiveness of the Board of Directors as a whole was generally ensured. Improvements were also confirmed in the matters pointed out in the evaluation of effectiveness in FY2023. Issues that did not produce results in a single fiscal year were designated as continuing issues.

• - In 2024, the composition of the Board of Directors was newly pointed out.

The Company's Board of Directors will strive to continuously improve its effectiveness by addressing the issues identified in this evaluation and monitoring the status of improvements in the following year's evaluation.

【Supplementary Principle 4.14.2

Policy on Training for Directors】

The Company continues to provide Directors with opportunities for essential training to help them to perform their respective duties and responsibilities.

In addition to supporting the expenses necessary to ensure that Directors and Executive Officers continue to obtain useful information on management, training to appropriately understand the changes in the business environment such as DX, TCFD and diversity is also provided. Further, all of the Executive Officers receive external training on finance, corporate governance and other related topics when they are appointed.

Outside Directors are provided with other resources besides the foregoing, including explanations aimed at improving their understanding in areas such as the Group's management strategy, business activities and current status, upon taking office as well as facility tours and briefings from supervising executives as necessary thereafter.

【Principle 5.1 Policy for Constructive Dialogue with Shareholders】

The Company has established the following policy in its Basic Policy on Corporate Governance (Article 17: Dialogues with Shareholders).

• 1. The Company shall engage in sincere dialogue with shareholders to achieve sustainable growth and increase corporate value, from a medium- to long-term perspective.

• 2. To encourage constructive dialogue, the Company shall establish the following systems and initiatives.

  • (1) Designate a director in charge of IR to oversee IR activities.

  • (2) Establish a department in charge of general shareholders and a department in charge of investors, which will serve as external points of contact and seek to enhance dialogue in cooperation with other relevant Group departments.

  • (3) Hold briefings for investors, in addition to individual meetings, as a means of dialogue to promote understanding of the Company's management policy, business performance, and business operations, etc.

  • (4) Share the content of dialogue among officers by periodically reporting to the Board of Directors and other means.

  • (5) Disclose information fairly and proactively, in accordance with the Disclosure Policy (Policy on Information Disclosure.) Give consideration to the management of insider information, such as setting a silent period for dialogue.

【Action to Implement Management that is Conscious of Cost of Capital and Stock Price】【Available in English】

The Company has formulated the Medium-Term Management Plan artience 2027 (execution period: January 2024 to December 2026) through the Board of Directors. In the Plan, the Company is working on business portfolio transformation, maximization of capital efficiency and cash flow, and the development of corporate foundations and sustainable management that will support these initiatives, with the goal of exceeding the cost of shareholders' equity based on the recognition that the Company's cost of shareholders' equity is approximately 7%. In addition, the Representative Director and the Director in charge of IR explain the progress at results briefings held four times a year, and individual meetings and small meetings are held from time to time to explain the details.

Details are published on the Company's website for reference.

◇Medium-Term Management Plan artience 2027/2030(medium-term management plan briefing material) :https://ssl4.eir-parts.net/doc/4634/ir_material_for_fiscal_ym8/150856/00.pdf

* Action to implement management that is conscious of cost of capital and stock price is posted on page 21.

【Status of Dialogue with Shareholders】

Details are published on the Company's website for reference. ◇Dialogue with shareholders and investors：https://www.artiencegroup.com/en/corporate/sustainability/governance/corporate-governance/index.html

2. Capital Structure

Foreign Shareholding Ratio

10% or more and less than 20%

Status of Major ShareholdersUpdated

Name or Company Name	Number of Shares Owned	Percentage (%)
TOPPAN Holdings Inc.	10,446,988	17.92
The Master Trust Bank of Japan, Ltd. (Trust account)	6,383,500	10.95
TOYO INK SC HOLDINGS CO., LTD.	5,262,779	9.03
Custody Bank of Japan, Ltd. (trust account)	3,485,500	5.98
Nippon Shokubai Co., Ltd.	1,661,230	2.85
Toyo Ink Group Employee's Stock Club	1,591,701	2.73
Toyo Ink Suppliers' Stock Club	916,200	1.57
STATE STREET BANK AND TRUST COMPANY 505001	794,837	1.36
STATE STREET BANK AND TRUST COMPANY 505003	664,340	1.14
MUFG Bank, Ltd.	602,646	1.03

Name of Controlling Shareholder, if applicable (excluding Parent Company)	―――
Name of Parent Company, if applicable	None

Supplementary Explanation

Updated

As of December 31, 2023, TOPPAN Holdings Inc. holds 19.75% of the voting rights in the Company. That means that the Company is positioned as an equity method affiliate of TOPPAN Holdings Inc. For the purpose of receiving advice and guidance on the Company's general management from an objective perspective with a view toward the business environment surrounding the Group from an expert with seasoned knowledge of the industry, the Chairman of TOPPAN Holdings Inc. also serves as a Director of the Company as of the day when this report has been submitted.

Management decisions are made independently by the Company based on the deliberations of the Board of Directors of the Company and various other management meetings, and the Company considers that a certain level of independence has been secured. Moreover, terms and conditions for all transactions with TOPPAN Holdings Inc. and its group companies are determined based on a comprehensive overview of factors such as contract details and market prices, in the same way as transactions with other companies that have no capital ties with the Group. Through this management structure and policy on transactions, the Group has established a system to effectively protect minority shareholders.

3. Corporate Attributes

Listed Stock Exchange and Market Segment	Tokyo Stock Exchange, Prime Market
Fiscal Year-End	December
Business Sector	Chemicals
Number of Employees (Consolidated) as of the End of the Previous Fiscal Year	1,000 or more
Net Sales (Consolidated) as of the End of the Previous Fiscal Year	¥100 billion or more and less than ¥1 trillion
Number of Consolidated Subsidiaries as of the End of the Previous Fiscal Year	50 or more and fewer than 100

4.

Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling Shareholder

―――

5. Other Special Circumstances which May have Material Impact on Corporate Governance

―――

II. Business Management Organization and Other Corporate Governance Systems regarding

Decision-making, Execution of Business, and Oversight in Management

1. Organizational Composition and Operation

Corporate Governance System

Company with Supervisory Committee

Directors

Number of Directors Stipulated in Articles of20

Incorporation

Directors' Term of Office Stipulated in Articles of1 year

Incorporation

Chairperson of the Board

Number of DirectorsUpdated

President12

Election of Outside Directors

Elected

Number of Outside DirectorsUpdated

7

Number of Independent DirectorsUpdated

6

Outside Directors' Relationship with the Company (1)

Updated

Name	Attributes	Relationship with the Company*
a	b	c	d	e	f	g	h	i	j	k
Shingo Kaneko	From another company	○	○
Chise Onodera	Academic
Tomoko Adachi	Other
Yoshinobu Fujimoto	Lawyer
Yutaka Yokoi	Other
Keiko Kimura	Lawyer
Minoru Matsumoto	CPA	△

*Categories for "Relationship with the Company".

(Use "○" when the director presently falls or has recently fallen under the category; "△" when the director fell under the category in the past; "●" when a close relative of the director presently falls or has recently fallen under the category; and "▲" when a close relative of the director fell under the category in the past.)

• a. Person who executes business of the Company or a subsidiary

• b. Person who executes business or a non-executive director of a parent company

• c. Person who executes business of a fellow subsidiary

• d. Person/entity for which the Company is a major client or a person who executes business for such person/entity

• e. Major client of the Company or a person who executes business for such client

• f. Consultant, accounting expert, or legal expert who receives large amounts of cash or other assets in addition to director/Audit and Supervisory Board Member compensation from the Company

• g. Major shareholder of the Company (in cases where the shareholder is a corporation, a person who executes business of the corporation)

• h. Person who executes business for a client of the Company (excluding persons categorized as any of d, e, or f above) (applies to self only)

• i. Person who executes business for another company holding cross-directorships/cross-auditorships with the Company (applies to self only)

• j. Person who executes business for an entity receiving contributions from the Company (applies to self only)

• k. Other

Outside Directors' Relationship with the Company (2)

Updated

Name	Membership of Supervisory Committee	Designation as Independent Director	Supplementary Explanation of the Applicable Relationship	Reasons for Appointment
Shingo Kaneko	Chairman and Representative Director of TOPPAN Holdings Inc. The Group regularly conducts transactions with the TOPPAN Group. As of December 31, 2023, TOPPAN Holdings Inc. holds an 17.92% stake in the Company.	Mr. Shingo Kaneko is a management expert with extensive experience in this industry, and can therefore be expected to provide general management advice and guidance from an objective perspective with a view toward the business environment surrounding the Group, which will lead to livelier discussions at meetings of the Board of Directors.
Chise Onodera	Y	Professor, College of Law, Nihon University	Ms. Chise Onodera is an independent party with no trading relationship with the Company. She possesses highly professional knowledge in the Insurance Act and the Companies Act along with distinguished insight as a jurist. The Company expects her to supervise management from an

impartial perspective.

As Ms. Onodera is not covered under Article 211, Paragraph 4, Section 6 of the Enforcement Rules for Securities Listing Regulations, there is not deemed to be any conflict of interest with general shareholders.

Tomoko Adachi

Y

Trustee, Imperial Gift Foundation Boshi-Aiiku-Kai

Honorary Director, Aiiku Hospital, Aiiku Maternal and Child Health Center, Imperial Gift Foundation Boshi-Aiiku- Kai

Visiting Professor, School of Medicine, Tokyo Women's Medical University

Ms. Tomoko Adachi is an independent party with no trading relationship with the Company. She possesses experience in hospital management as well as highly professional knowledge and expertise in medicines and health-conscious business management and diversity & inclusion, having served as a member of multiple national and administrative councils and committees for women's advancement. The Company expects her to supervise management from an impartial perspective.

As Ms. Adachi is not covered under Article 211, Paragraph 4, Section 6 of the Enforcement Rules for Securities Listing Regulations, there is not deemed to be any conflict of interest with general shareholders.

Yoshinobu Fujimoto

Y

Partner, Nishimura & Asahi (Gaikokuho Kyodo Jigyo)

Outside Audit & Supervisory Board member of Mita Securities Co., Ltd.

Mr. Yoshinobu Fujimoto is an independent party with no trading relationship with the Company. He possesses highly professional knowledge of and broad insight, especially into M&A transactions and overseas transactions with the certification as lawyer. The Company expects him to supervise management from an impartial perspective.

As Mr. Fujimoto is not covered under Article 211, Paragraph 4, Section 6 of the Enforcement Rules for Securities Listing Regulations, there is not deemed to be any conflict of interest with general shareholders.

Yutaka Yokoi

Y

Y

Councilor and Distinguished Professor, Chiba Institute of Technology

Outside Director of Hokuhoku Financial Group, Inc.

Mr. Yutaka Yokoi is an independent party with no trading relationship with the Company. He possesses international sensibility and wide-ranging insight on global affairs cultivated through his career in diplomacy. The Company expects him to supervise management from an impartial perspective.

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