Ibiden : Corporate Governance Report 2023 (December 25, 2023 /

Corporate Governance Report

[TRANSLATION]

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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

Last Update: December 25, 2023

IBIDEN Co, Ltd.

Takeshi Aoki, President & CEO

Contact: Yasuhito Hirose

Senior Management, Division Manager

Corporate Planning Division

(0584) 81-7973 Securities Code: 4062 https://www.ibiden.com/

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

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

1. Basic Views

Our Group (hereinafter, collectively referred to as "the Group") considers corporate governance to be a key management mechanism for transparent, fair, prompt and resolute decision-making, and all Group companies are thus actively committed to improving corporate governance. As part of the Group's corporate governance, we are enhancing internal controls by proactively undertaking activities to advance compliance and risk management. Furthermore, we are enhancing and strengthening the management oversight functions of the Board of Directors and the audit functions of our Audit and Supervisory Committee. These steps will enable us to construct a transparent corporate governance system worthy of the trust of shareholders and other stakeholders and fulfill our corporate social responsibilities, and will help us improve our corporate value through sustained growth.

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

The Company implements each of the Corporate Governance Code's principles. (Full Compliance)

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

[Supplementary Principle 1.2.4 Exercise of Shareholder Rights at General Meeting of Shareholders]

The Company recognizes the need to create an environment that facilitates the smooth exercise of voting rights by institutional investors and overseas investors based on the composition of our own shareholders. The Company participates in a voting rights electronic exercise platform and promptly discloses English-language versions of Convocation Notices on TDnet and the Company's website at the same time as the Japanese-language versions.

[Principle 1.4 Cross-Shareholdings] 1. Policy on Cross-Shareholding

Our basic policy when engaging in investment for purposes other than pure investment is to verify the need for holding each individual stock from the perspective of its importance in implementing our business strategy and strengthening business alliances for the sake of improving our corporate value over the medium-to-long term. Meanwhile, the Company is aiming to reduce cross-shareholdings by appropriately selling those shares deemed unnecessary. Furthermore, the Company verifies the benefits and risks of holding listed shares for cross-shareholding purposes along with profitability in light of capital costs and other factors at the Board of Directors on an annual basis. Regarding the shares that are deemed necessary to be held by the Company, we disclose the purpose of such holding in Securities Reports.

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Changes in cross-shareholdings (consolidated)

FY	2018	2019	2020	2021	2022
Amount recorded on consolidated balance sheets	39,142	34,461	68,198	64,638	61,342
(Millions of Yen)
Amount of consolidated net assets	276,305	273,934	321,863	370,728	425,606
(Millions of Yen)
Percentage in consolidated net assets (%)	14.2	12.6	21.2	17.4	14.4

2. Standards for Exercising Voting Rights

We exercise voting rights for these shares based on careful examination of individual agenda items from a corporate governance and social responsibility perspective as well as our approach to medium-to-long term improvement of the corporate value of the companies whose shares we hold and shareholder returns.

[Principle 1.7 Related Party Transactions]

When the Company engages in transactions with its Directors, the Company submits material facts relating to such

transactions to the Board of Directors for resolution, in accordance with standards for the submission of agenda items to the Board of Directors stipulated under the Rules of the Board of Directors. The Company provides all of its officers and the presidents of its major subsidiaries with a questionnaire concerning the existence of related-party transactions annually, thereby establishing a system to manage related-party transactions. In the case of important transactions between the Company and a major shareholder, we also require a resolution at the Board of Directors in accordance with standards for the submission of agenda items to the Board of Directors.

[Supplementary Principle 2.4.1 Ensuring Diversity, Including Active Participation of Women]

The Company is proceeding with the establishment of a system for fostering human resources focused on the development of human resources who can contribute to strengthening competitiveness and who are capable of conducting cross-cultural management for continuous growth and development. We are also creating a work environment and corporate culture in which diverse human resources can exercise their individual abilities amidst a trend of advancing globalization and diversification of values. In particular, in Japan, we consider it important to further promote female employees to managerial positions and are continuously implementing initiatives for facilitating the active participation of women in various workplace, aiming to increase the ratio of female employees in managerial positions to over 3% as the medium-term target in FY2027. Also aiming at 30% or more female members of the Board of Directors, we will realize the reflection of diverse opinions in the management. We disclose the Company's views and targets on the promotion of core human resources, including the promotion of female, non- Japanese and midcareer employees, as well as our policies for human resources development and the progress on the development of internal environment in the Company's Integrated Reports and on our website.

Integrated Reports: https://www.ibiden.com/ir/library/annual/

Human Resources Management: https://www.ibiden.com/esg/social/talent-management/

Social Data: https://www.ibiden.com/esg/data/social/

[Principle 2.6 Roles of Corporate Pension Funds as Asset Owners]

The Company is not subject to this principle as it does not adopt a defined benefit corporate pension plan. The Company has adopted an optional defined contribution pension plan as a means of forming assets after the retirement of employees. Under the defined contribution pension plan system, the Company is not responsible for retirement benefits as participants manage their contributions by themselves, so the Company has no investment risk.

[Principle 3.1 Full Disclosure]

(i) Company Objectives (e.g., business principles), Business Strategies and Business Plans

We have posted the Company's corporate philosophy, spirit, and our mid-term management plan on the Company's website.

Corporate Philosophy, Spirit: https://www.ibiden.com/company/philosophy/

Mid-Term Management Plan: https://www.ibiden.com/company/plan/

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(ii) Basic Views and Guidelines on Corporate Governance Based on Each of the Principles of the Code

We have set forth our basic policy on Corporate Governance as described in "1. Basic Views" above, and publish our basic views on the Company's website and in Securities Reports.

Basic Views on Corporate Governance: https://www.ibiden.com/esg/governance/corporate-governance/

(iii) Board Policies and Procedures in Determining the Remuneration of the Senior Management and Directors

The policy on determining the amount and the calculation method of remuneration for the Company's Senior Management and Directors, as described below, was resolved at the 947th meeting of the Company's Board of Directors held on February 26, 2021, taking into account the deliberations and reports by the Nomination/Remuneration Committee.

a. Policy on determining the amount and the calculation method of remuneration of the Senior Management and Directors and the method of determination

The Group upholds the corporate philosophy that "We contribute to the progression of society through innovative technology, with respect for both individuals and the global environment." Based on this philosophy, the Company has designed its Senior Management and Directors' remuneration system in a way that clarifies management responsibilities while also providing an incentive toward improving our corporate value over the medium-to-long term through sustained growth.

The remuneration for Inside Directors who are not Audit and Supervisory Committee Members and Senior Executive Officers is comprised of (1) a fixed monthly remuneration, (2) bonuses, as performance-linked remuneration, and (3) stock remuneration, at a ratio of roughly 50%, 35%, and 15%, respectively. The monthly remuneration for Inside Directors who are not Audit and Supervisory Committee Members is calculated within the limits approved by the general meeting of shareholders, based on the remuneration table provided in the internal regulations according to their job positions, with comprehensive consideration given to their responsibilities and other reference points such as external remuneration survey data. The Board of Directors has resolved to delegate the determination of individual remuneration to the President & CEO (Takeshi Aoki, mainly in charge of overseeing overall business execution), who is best qualified to make a comprehensive assessment of each recipient including their job performance, taking account of the deliberations and reports by the Nomination/Remuneration Committee on individual payment amounts. In addition, bonuses are paid in cash once a year after the end of each fiscal year within the total amount that is calculated based on a prescribed formula approved by the general meeting of shareholders. The amount allocated to each individual is determined based on the degree of contribution by each Inside Director who is not an Audit and Supervisory Committee Member to the Company's operations. The Board of Directors has resolved to delegate the determination of individual bonuses to the President & CEO, who is best qualified to make a final assessment on the degree of contribution by each recipient to the Company's operating results, taking account of the deliberations and reports by the Nomination/Remuneration Committee on individual payment amounts.

The monthly remuneration for Senior Executive Officers is calculated based on the remuneration table provided in internal regulations according to their positions, with comprehensive consideration given to the appropriate balance with Inside Directors who are not Audit and Supervisory Committee Members, evaluation of their individual job performance, and other reference points such as external remuneration survey data. The Board of Directors has resolved to delegate the determination of such remuneration to the President & CEO, taking account of the deliberations and reports by the Nomination/Remuneration Committee. In addition, bonuses are calculated based on the degree of contribution by each Senior Executive Officer to the Company's operating results. The Board of Directors has resolved to delegate the determination of such bonuses to the President & CEO, taking account of the deliberations and reports by the Nomination/Remuneration Committee.

Outside Directors who are not Audit and Supervisory Committee Members and Members of the Audit and Supervisory Committee, being in positions independent of business execution, are only paid fixed remuneration of a certain amount within the limits approved by the general meeting of shareholders.

b. Summary of the resolutions of the general meeting of shareholders regarding remuneration of the Senior Management and Directors

1. At the 164th Ordinary General Meeting of Shareholders held on June 16, 2017, the amount of monthly remuneration for Directors who are not Audit and Supervisory Committee Members was resolved to be 30 million yen: not more
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than 5 million yen for Outside Directors (of whom there were three (3) at the time of the resolution), and not more than 25 million yen for other Directors (of whom there were four (4) at the time of the resolution.)

1. At the 164th Ordinary General Meeting of Shareholders held on June 16, 2017, the total amount of bonuses to be paid to Inside Directors who are not Audit and Supervisory Committee Members (of whom there were four (4) at the time of the resolution) was resolved to be the sum of 0.5% of profit attributable to owners of parent for each fiscal year and 1.6% of the total amount of annual dividends for such fiscal year (provided, however, that the sum shall not exceed 440 million yen annually, with any amount less than 1 million yen resulting from the calculation to be rounded down). Profit attributable to owners of parent and the total amount of annual dividends have been adopted as performance indicators for the calculation of the total amount of bonuses, as an indicator that functions as incentive toward the Group's sustained growth and the enhancement of corporate value, while also being linked to the interests of the shareholders.
2. With regard to stock remuneration for Inside Directors who are not Audit and Supervisory Committee Members, a resolution was passed at the 164th Ordinary General Meeting of Shareholders held on June 16, 2017, to introduce a stock remuneration plan using a trust for a period of three (3) years, with the amount of cash contribution during the trust period of up to 270 million yen, for Inside Directors who are not Audit and Supervisory Committee Members (of whom there were four (4) at the time of the resolution), to clarify the link between the Company's stock value and the remuneration for Directors, and thereby elevate their awareness of contributing to improving operating results and increasing corporate value over the medium-to-long term. Under the plan, points are granted according to the amount of payment calculated using a formula provided in internal regulations on the basis of the recipients' position and the amount of monthly remuneration and bonus for the previous fiscal year, converted at one point to one share (provided, however, that the total number of points to be granted is limited to 100,000 points per fiscal year), and shares are accordingly granted to the recipients at the time of their retirement.
3. At the 164th Ordinary General Meeting of Shareholders held on June 16, 2017, the amount of remuneration for Directors who are Audit and Supervisory Committee Members (of whom there were five (5) at the time of the resolution) was resolved to be not more than 13 million yen per month.

1. Board Policies and Procedures in the Appointment/Dismissal of the Senior Management and the Nomination of Directors and Audit and Supervisory Committee Member Candidates

The Company comprehensively considers and implements the nomination of candidates for Directors and the appointment of Senior Executive Officers, regardless of gender and age, from the perspective of placing the right person in the right job, with due consideration given to the number of people that would enable precise and prompt decision-making and to a balance of knowledge, experience and skills among the Senior Management and the Board of Directors overall. Candidates for Audit and Supervisory Committee Members are also nominated from the perspective of placing the right person in the right job, while ensuring a balance of expertise in finance, accounting, tax affairs and governance, and other various perspectives pertinent to corporate management.

A skill set which should be held by the Board of Directors of the Company and a matrix of expertise, experience and abilities of Directors and Audit and Supervisory Committee Members are indicated in pages 10 - 12 of the Notice of the 170th Ordinary General Meeting of Shareholders (Japanese only).

Notice of the 170th Ordinary General Meeting of Shareholders: https://www.ibiden.co.jp/ir/items/170sokai_shosyu.pdf

In the nomination of candidates for Directors and Audit and Supervisory Committee Members, and Senior Executive Officers, the Company hears various opinions at a meeting composed of the President and Operation Managers (Operation Managers' meeting), selects persons suitable for job responsibilities in comprehensive consideration of performance, personality, and insight, etc. Then, a proposal on the nomination for the current fiscal year is prepared at the Nomination/Remuneration Committee, which is chaired by an Independent Outside Director and made up of a majority of Independent Outside Directors.

• The appointment of Directors is deliberated on and determined at a general meeting of shareholders in light of a resolution of the Board of Directors.
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• The appointment of Audit and Supervisory Committee Members is deliberated on and determined at a general meeting of shareholders with the consent of the Audit and Supervisory Committee, in light of a resolution of the Board of Directors.
• The appointment of Senior Executive Officers is deliberated on and determined by the Board of Directors.

1. Explanations with respect to the Individual Appointment/Dismissal and Nomination in the Appointment/Dismissal of the Senior Management and the Nomination of Director Candidates by the Board of Directors based on (iv)

Explanations on reasons for nomination of candidates for Directors and Audit and Supervisory Committee Members of the Company are included in the reference materials for the general meeting of shareholders.

[Supplementary Principle 3.1.2 Full Disclosure]

In light of our own shareholder composition, the Company has established an English-language version of the Company's website and provides English-language translations for information of Results Briefings, summaries of Financial Results, Notices of Ordinary General Meeting of Shareholders, Integrated Reports and important news releases. We also disclose these on the Company's website, and promote the provision of information to overseas shareholders in English.

[Supplementary Principle 3.1.3 Full Disclosure]

The Company widely discloses our initiatives on sustainability, including information on investments in human capital and intellectual properties on the Company's website. Concerning the status of climate change-related activities, we disclose governance, scenario analysis-based strategies, risk management, and metrics and targets in Integrated Reports and elsewhere based on the TCFD recommendations.

ESG Information, Sustainability Initiatives: https://www.ibiden.com/esg/

Integrated Reports: https://www.ibiden.com/ir/library/annual/

Harmony with Nature, Environmental Initiatives: https://www.ibiden.com/esg/environment/effort/

[Supplementary Principle 4.1.1 Roles and Responsibilities of the Board of Directors]

The Company has established Rules of the Board of Directors in accordance with laws, regulations, and the Articles of Incorporation to set and clarify agenda standards stipulating what the Board of Directors itself may consider and decide. We have established regulations governing organizations, job classifications and division of duties as well as rules on administration authority for other decision-making and business execution to clarify the scope of corporate management's ability to execute.

Since April 2022, the Company has reformed an internal decision-making process including the standards for the submission of agenda items to the Board of Directors, and improved its structure so as to enable us to make quick and resolute management decisions in response to changes in the business environment, by transferring authority to each Operation.

[Principle 4.8 Effective Use of Independent Outside Directors]

The Company has currently appointed six (6) independent Outside Directors (including three (3) who are Audit and Supervisory Committee Members), accounting for a half of 12 directors in total.

The six (6) independent Outside Directors are utilizing their specialist expertise and wide-ranging experience in corporate management cultivated through their careers in the management of the Company. This has been demonstrated by their actively expressed opinions concerning the oversight of management, management policies and management improvements based on their respective expertise. They are adequately fulfilling the roles and responsibilities expected by the Company for the sustained growth and improvement in corporate value over the medium-to-long term.

In principle, we have a policy that one-third or more of Directors shall be Outside Directors. Based on this policy, we will consider the proportion of Outside Directors as appropriate, giving comprehensive consideration to factors such as the size of the business, sector, organizational structure and the environment surrounding the Company.

[Supplementary Principle 4.8.3 Effective Use of Independent Outside Directors]

The Company has no controlling shareholders as of June 28, 2023.

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[Principle 4.9 Independence Standards and Qualification for Independent Outside Directors]

In appointing an independent Outside Director who is not an Audit and Supervisory Committee Member, we focus on their extensive experience and high level of insight regarding corporate management or our industry, in addition to the requirements stipulated in the Companies Act and the criteria established by the financial instruments exchanges on which the Company is listed. In appointing an Outside Director who is an Audit and Supervisory Committee Member, we focus on their extensive experience and high level of knowledge in finance, accounting, governance, etc. The Company registers persons who satisfy the above conditions and who pose no potential conflict of interest with general shareholders as independent directors.

[Supplementary Principle 4.10.1 Use of Optional Approach]

Six (6) out of 12 Directors in total on the Company's Board of Directors currently assume the office of independent Outside Directors (including three (3) Audit and Supervisory Committee Members).

The Company has established the Nomination/Remuneration Committee as an advisory body to the Board of Directors with the aim of strengthening the independence, objectivity and accountability of the decision-making process concerning the nomination and remuneration of Directors and Senior Executive Officers.

We ensure the independence of the Nomination/Remuneration Committee by having a committee of five (5) members with voting rights Chairman of the Board: in the case of the vacant position, the former CEO will be designated, President and three (3) independent Outside Directors who are not Audit and Supervisory Committee Member) and the chairman of the Committee elected from among the independent Outside Directors who are not Audit and Supervisory Committee Members.

The Nomination/Remuneration Committee deliberates the details on matters such as the appointment, dismissal and remuneration of Directors and Senior Executive Officers and reports to the Board of Directors.

Chairman	Independent Outside Director who is not an Audit and	Chiaki YAMAGUCHI
	Supervisory Committee Member
Members	President & CEO, Representative Director	Takeshi AOKI
	Senior Advisor, Former Chairman	Hiroki TAKENAKA
	Independent Outside Director who is not an Audit and	Toshio MITA
	Supervisory Committee Member
	Independent Outside Director who is not an Audit and	Noriko ASAI
	Supervisory Committee Member

[Supplementary Principle 4.11.1 Overall Balance of Knowledge, Experience and Skill, Diversity, and Size of the Board of Directors]

In nominating Director candidates, the Company refers to reports from the Nomination/Remuneration Committee, giving comprehensive consideration from the perspective of placing the right person in the right job regardless of gender, age, ethnicity or nationality. We give due consideration to the number of people that would enable precise and prompt decision-making by the Board of Directors and to a balance of knowledge, experience and skills as well as diversity, including gender, international experience, work experience and age among the members of the Board of Directors overall.

In addition, we disclose the skill set and the skills matrix which should be held by the Board of Directors of the Company, and the policies and procedures for appointing Directors in the Notices of Ordinary General Meeting of Shareholders. Please refer to pages 9-13 in the Notice of the 170th Ordinary General Meeting of Shareholders (Japanese only) posted on the Company's website. The Company's independent Outside Directors include persons with management experience at other companies.

Notice of the 170th Ordinary General Meeting of Shareholders: https://www.ibiden.co.jp/ir/items/170sokai_shosyu.pdf

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[Supplementary Principle 4.11.2 Concurrent Service of Directors as Directors or Senior Management at Other Listed Companies]

In the event that Directors concurrently serve as directors of other listed companies, the Company limits such positions to a reasonable number and discloses significant concurrent positions, including positions at other listed companies, in our business reports and in the reference materials for the general meeting of shareholders.

[Supplementary Principle 4.11.3 Overview of the Results of the Analysis and Evaluation of the Effectiveness of the Board of Directors as a Whole]

The Company conducts annual analysis and evaluation on the effectiveness of the Board of Directors, in order to improve the function of the Board of Directors as a whole, through a continuous process of reviewing whether the Board of Directors is functioning effectively as a whole and taking appropriate measures such as rectifying problems and enhancing strengths based on the result of such review. An overview of the results of analysis and evaluation for FY2022 is provided below.

1. Overview of the Evaluation Process

1. An external institution (Sumitomo Mitsui Trust Bank, Limited) was entrusted with conducting a questionnaire survey on the effectiveness of the Board of Director, targeting all Directors including Outside Directors (including Audit and Supervisory Committee Members; hereinafter, collectively referred to as "All Directors"). The Board of Directors discussed and resolved the results at the Board of Directors on March 30, 2023.
2. Evaluation Items

The following are the headings of the evaluation items:

• Composition of the Board of Directors
• Operation and discussions of the Board of Directors

③ The Board of Directors' monitoring function

④ Support and training for Directors

⑤ Dialogue with shareholders and investors

⑥ One's own initiatives and general overview

1. Evaluation Method

• The survey was carried out anonymously.

• Evaluated on a five-grade scale, it was judged that effectiveness was secured when the average grade of all Directors for each item was 3.5 or more. (5=Excellent, 4=Good 3=Average 2=Below Average 1=Poor)

• The data was aggregated and analyzed by the external institution by separating Inside Directors from Outside Directors.

• The analysis focused on items for which individual evaluation grades were substantially below other items, and items for which there were significant differences between the evaluation grades of Inside Directors and those of Outside Directors or compared with the average evaluation grades of other companies.

• The results of the evaluation and analysis were disclosed to the Board of Directors, and the Board of Directors made a resolution on the Results of the Evaluation of the Effectiveness of the Board of Directors.

2. Overview of the Results of the Analysis and Evaluation

Based on the aggregate results of the questionnaire survey entrusted to the external institution as well as advice from experts at the institution, the average of all the headings (listed in 1.-2) above) scored an effectiveness grade of 4.0 or above, resulting in the analysis and evaluation that the effectiveness of the Board of Directors as a whole was secured.

On the other hand, we recognize that there are issues and room for improvements on the items listed below, and will address these as a priority.

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1) Recognized Issues

Engagement in sufficient discussions on the basic policies of sustainability activities such as ESG and SDGs, improvement and disclosure of the activities

1. The Company's Response

• 'Report on Implementation of Climate Change Adaption and Plan' has annually reported to the Board of Directors since FY2021. In addition, the Company is to periodically establish opportunities for discussions concerning commitment and disclosure of the other ESG tasks such as labor safety and health.

• The Company has opportunities to be reported and discuss when issuing the Corporate Governance Report at the Board Meeting. Currently, the Company discloses the issues it has to address and the response policy concerning SDGs. Now the Company is to arrange discussions about its response policy, activities and disclosure with broader agendas from ESG risk reports to SDGs to capture further business opportunities.

[Supplementary Principle 4.14.2 Training Policy for Directors]

The Company has established a system to provide financial and other support to its Directors to allow them to attend outside training sessions, seminars, etc., as appropriate, in order to enable them to acquire the knowledge they need and better understand their roles and duties. In particular, the Company is encouraging newly appointed Inside Directors who are not Audit and Supervisory Committee Members to participate in courses for new directors to enhance their understanding of the knowledge needed in their positions. To enable full-time Audit and Supervisory Committee Members to play a key part in corporate governance, the Company has them participate in outside networking events in addition to courses and study sessions conducted by the Japan Audit & Supervisory Board Members Association (JASBA) so that they can acquire the knowledge they need and better understand their roles and duties as Audit and Supervisory Committee Members. Together with these initiatives, we regularly hold courses given by external experts on the Companies Act and other content suited to the circumstances of the times for Inside Directors who are not Audit and Supervisory Committee Members and Senior Executive Officers.

[Principle 5.1 Policy for Constructive Dialogue with Shareholders]

The Company positively responds to requests for dialogue (interviews) from shareholders to the extent reasonable so as to contribute to its sustainable growth and improvement of corporate value over the medium-to-long term. At the Company, the Board of Directors examines, approves and discloses the policy concerning the establishment of systems and initiatives to promote constructive dialogue with shareholders.

1. The Executive Officer in charge of the Strategic Corporate Planning Operation oversees the Company's IR activities as the officer in charge of IR, with the Corporate Planning Division of the Strategic Corporate Planning Operation serving as the principal division responsible for these activities.
2. The Company is committed to positively responding to dialogue with shareholders through various measures such as results briefings. Each of the internal divisions in charge of IR, corporate planning, finance, legal and general affairs, which support such dialogue, ensures information sharing and works in close collaboration.
3. The Company's principal IR activities are as follows:

• Annual Ordinary General Meeting of Shareholders chaired by the President & CEO
• Semiyearly Results Briefing for Analysts and Institutional Investors: briefings by the President & CEO after the second-quarter and full-year financial statements are released

• Quarterly Press Briefings
• Briefings for Overseas Investors: appropriate participation in IR forums hosted by securities companies briefed by the President & CEO
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• The Company's website: Posting IR-related materials including information of Results Briefings, summaries of Financial Results, Notices of Ordinary General Meeting of Shareholders, timely disclosures, news releases, Integrated Reports and Securities Reports

1. The Company aims to share and utilize information, providing feedback about the opinions expressed by shareholders and other information understood from dialogue to the Board of Directors, the President & CEO as well as to relevant directors and divisions, as necessary.
2. The Company thoroughly controls access to insider information by restricting dialogue with investors during the silent period between quarterly settlement date and the day on which the quarterly results are announced, and in accordance with internal Disclosure Rules and guidelines for managing insider trading. We also use the IBIDEN Standards for Employee Behavior to educate all employees on points to bear in mind when handling insider information.

[Principle 5.2 Establishing and Disclosing Business Strategies and Business Plans] [Action to Implement Management that is Conscious of Cost of Capital and Stock Price]

Under our new mid-term management plan, which was renewed in FY2023, we aim to increase corporate value through management with Conscious of Cost of Capital, and we are targeting ROE of 10% or more as a guideline for generating profits commensurate with the cost of capital. Specifically, we are working on the following five pillars for sustainable growth: (1) Make Our Business Operations Even More Competitive, (2) Commercialize New Products,

1. Promote the Manufacturing Reform, (4) Reform the Corporate Culture, (5) Proceed with ESG Management. New mid-term management plan is shown on pages 21 and 22 of the Integrated Report, and financial strategies are shown on page 28 of the same report. Our ROE for the fiscal year ending March 2023 is 13.3%, and we have concluded that we have secured the necessary and sufficient equity spread (ROE - cost of stockholders' equity). The Board of Directors will continue to analyze and evaluate the cost of capital, return on capital, and market valuation as necessary, and practice management with an awareness of the cost of capital and stock price.

Integrated Reports: https://www.ibiden.com/ir/library/annual/

2. Capital Structure

Foreign Shareholding Ratio

More than 30%

[Status of Major Shareholders]

	Name / Company Name			Number of Shares Owned	Percentage (%)
	The Master Trust Bank of Japan, Ltd. (Trust Account)	22,660,800	16.2
	Custody Bank of Japan, Ltd. (Trust Account)			14,029,287	10.0
	Toyota Industries Corporation			6,221,500	4.4
	The Ogaki Kyoritsu Bank, Ltd.			4,150,000	3.0
	The Juroku Bank, Ltd.			4,130,200	3.0
	IBIDEN Partner Shareholding Association			4,103,589	2.9
	DENSO Corporation			2,539,700	1.8
	TAIJU LIFE INSURANCE COMPANY LIMITED			2,348,407	1.7
	IBIDEN Employee Shareholding Association			2,308,348	1.7
	STATE STREET BANK WEST CLIENT - TREATY 505234			2,076,600	1.5
	Controlling Shareholder (except for Parent			-
	Company)
	Parent Company			Nil

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[Supplementary Explanation]

1. The listing of major shareholders is based on the shareholder registry as of March 31, 2023.
2. The percentage is calculated after deducting 963,861 shares of treasury stock from the total number of issued shares.
3. Treasury stock does not include 247,287 shares held by Custody Bank of Japan, Ltd. (Trust Account) (The Stock Distribution Trust for Directors and Senior Management).

3. Corporate Attributes

	Listed Stock Market and Market Segment		Prime Market, Tokyo Stock Exchange
		Premier Market, Nagoya Stock Exchange
	Fiscal Year-End		March
	Type of Business		Electric Appliances
	Number of Employees (consolidated) as of the		More than 1000
	End of the Previous Fiscal Year
	Sales (consolidated) as of the End of the		More than ¥100 billion to less than ¥1 trillion
	Previous Fiscal Year
	Number of Consolidated Subsidiaries as of the		More than 10 to less than 50
	End of the Previous Fiscal Year

1. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling Shareholder
   －
2. Other Special Circumstances which may have Material Impact on Corporate Governance

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1. Business Management Organization and Other Corporate Governance Systems regarding Decision-making, Execution of Business, and Oversight in Management

1. Organizational Composition and Operation

Organization Form

Company with Audit and Supervisory Committee

[Directors]

	Maximum Number of Directors Stipulated in		23 including 7 or under Directors who are Audit and
	Articles of Incorporation		Supervisory Committee Members
			1 year for Directors who are not Audit and Supervisory
	Term of Office Stipulated in Articles of		Committee Members
	Incorporation		2 years for Directors who are Audit and Supervisory
			Committee Members
	Chairperson of the Board		President & CEO
	Number of Directors		12 including 5 Directors who are Audit and Supervisory
		Committee Members
	Number of Outside Directors		6
	Number of Independent Directors		6

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