ºÚÁÏÃÅ

1. Appointment of four outside directors and two outside audit & supervisory board members, all of whom are designated as independent directors
2. Limitation of the term of service for directors to one year
3. Introduction of an executive officer system to separate business execution and audit functions and to accelerate management decisions while clarifying management responsibility
4. Introduction of Chief Officer system to strengthen group management. Serving in the highest positions of responsibility within the ºÚÁÏÃÅ Group (the "Group"), Chief Officers work in line with basic management policies outlined by the Board of Directors to supervise and oversee Group business or functions.

Chief Officer Management System

CEO (Chief Executive Officer): Oversee management of the entire Group
COO (Chief Operating Officer): Oversee the business execution of the Food and Pharmaceutical segments
CFO (Chief Financial Officer): Oversee the Group's financial strategy and business management
CSO (Chief Sustainability Officer): Oversee the Group's sustainability business strategy and sustainability activities
CHRO (Chief Human Resource Officer): Oversee the Group's human capital strategy and human capital management
CDO (Chief Digital Officer): Oversee the Group's digital technology strategy

Initiatives to Enhance the Corporate Governance System and Improve its Efficacy

Group Management Structure	2009Established ºÚÁÏÃÅ Holdings through management integration Introduced executive officer system 2011Reorganized business (established Food company and Pharmaceutical company) 2018KM Biologics Co., Ltd. joined the Group 2020Introduced Chief Officer system
Institutional Design	2009Became a company with an Audit & Supervisory Board
Policy	2015Formulated Corporate Governance Policy 2018Revised Corporate Governance Policy 2021Revised Corporate Governance Policy 2022Revised Corporate Governance Policy 2023Revised Corporate Governance Policy 2024Revised Corporate Governance Policy
Support System for Directors' Independence	2009Independent Outside Directors: 2 2015Meetings of Independent Outside Directors and Auditors: 2–3 times/year 2016Independent Outside Directors: 3 Tours of operating bases by Outside Directors and Audit & Supervisory Board Members: 2–3 times/year 2020Total number of Directors: 8 (Percentage of Independent Outside Directors: 37.5%) 2022Total number of Directors: 9 (Percentage of independent Outside Directors: 44.4%)
Nomination	2009Nomination Committee 2015Established rules of the Nomination Committee 2017Established Desired Management Human Resource (Leadership Value) 2018Established implementation strategy for succession planning for the Group 2019Implemented succession planning 2021Appointed Chairperson of the Nomination Committee from among Outside Directors
Compensation	2009Compensation Committee 2011Established rules for Director and Executive Officer compensation 2015Established rules of the Compensation Committee 2017Introduced Restricted Share Compensation Plan 2021Revised compensation plans Revised rules for Director and Executive Officer compensation Appointed Chairperson of the Compensation Committee from among Outside Directors
Board of Directors Efficacy Evaluation	2015Efficacy evaluation of the Board of Directors (questionnaire): Once/year 2019Individual meetings between Chairperson of the Board and Outside Directors: Once/year 2020Individual meetings between Chairperson of the Board, Outside Directors and Outside Audit & Supervisory Board Members: Once/year 2021Evaluated by a third-party assessment organization
Other	2009Formulated the ºÚÁÏÃÅ Group's System of Principles 2010Formulated the ºÚÁÏÃÅ Group 2020 Vision 2015Revised the Corporate Behavior Charter (reconfigured as a stakeholder-specific behavior charter) 2016Advisory Committee for the 2026 Vision comprised of the Board of Directors: 4 times 2017Formulated the ºÚÁÏÃÅ Group 2026 Vision

The role of Meji Holdings Co., Ltd. (the "Company") Board of Directors is to formulate and pursue Group-wide strategies, oversee the management of operating companies, and carefully monitor the effectiveness of managers and directors from an independent and objective perspective, with a view to making the Group Philosophy a reality, contributing to the Group's sustainable growth and corporate value over the medium- to long-term, and improving profitability and capital efficiency.

Structure

• We recognize that diversity is an important element of the Group's management strategy. Therefore, while considering diversity such as their nationality, gender, or age, at least one-third of Board of Directors shall be independent outside directors.
• Director candidates are chosen considering diversity such as their nationality, gender, or age, and are nominated for their advanced knowledge and expertise in fields needed to realize the ºÚÁÏÃÅ Group 2026 Vision. These fields include areas such as business strategy, global business, sales and marketing, finance and accounting, HR and diversity, legal affairs and risk management, corporate communications, sustainability, and digital.
• The Board of Directors should be consist of managing directors to oversee core operations, executives to manage operating companies, and non-executive directors including at least one-third of independent outside directors. Currently the number of Board of Directors would be around 10.
• The Board of Directors currently consists of four independent outside directors (including two female directors and one foreign director) and five internal directors for a total of nine directors.

Attendance at Meetings

	Name	Attendance Rate
Inside director	Kazuo Kawamura	17 of 17 meetings (100%)
Inside director	Daikichiro Kobayashi	17 of 17 meetings (100%)
Inside director	Katsunari Matsuda	17 of 17 meetings (100%)
Inside director	Koichiro Shiozaki	17 of 17 meetings (100%)
Inside director	Jun Furuta	17 of 17 meetings (100%)
Outside director	Mariko Matsumura	17 of 17 meetings (100%)
Outside director	Masaya Kawata	17 of 17 meetings (100%)
Outside director	Michiko Kuboyama	17 of 17 meetings (100%)
Outside director	Peter David Pedersen	17 of 17 meetings (100%)
Internal audit & supervisory board member	Hiroaki Chida	17 of 17 meetings (100%)
Internal audit & supervisory board member	Takayoshi Ohno	17 of 17 meetings (100%)
Outside audit & supervisory board member	Hajime Watanabe	17 of 17 meetings (100%)
Outside audit & supervisory board member	Makoto Ando	17 of 17 meetings (100%)

Evaluation of the Board of Directors

Once a year, the Company analyzes and evaluates the effectiveness of the Board of Directors as a whole, taking into consideration the results of surveys on the role and management of the Board of Directors and problems or issues that the Board faces, including a self-evaluation questionnaire submitted by members of the Board of Directors. The Company then takes remedial measures to address any issues highlighted in the surveys. We work to improve the effectiveness of the Board of Directors neutrally and objectively by having third-party assessments conducted approximately once every three years.

1. Method for analyzing/evaluating how effectively the Board functioned in FYE March 2024

In line with our own corporate governance policy, which we established in October 2015, we conducted a self-assessment of the Board members using a questionnaire in order to analyze and evaluate how effectively the Board of Directors functioned during the FYE March 2024.

The secretariat of the Board of Directors organized opinions gathered via surveys into an anonymous format. The results of evaluations conducted based on those responses were submitted to the Board of Directors. The Board of Directors then evaluated and deliberated on those findings, and summarized evaluation results.

2. Results of analyzing/evaluating how effectively the Board functioned in FYE March 2024

According to the self-assessment using the relevant questionnaire, and board meeting records, the Board is operating effectively.
Based on the results of the self-assessment, we confirmed that we are responding appropriately to two issues indicated during the previous evaluation: 1) enhancing deliberations concerning medium to long-term management strategy for sustainable growth, and 2) expansion of regular validation and follow-up concerning response to medium and long-term issues that affect corporate value.

3. Initiatives for the FYE March 2025

In FYE March 2025, we will work further to improve the following issues we recognized to enhance the efficacy of the Board of Directors and strengthen corporate governance.

• Monitoring the progress of the 2026 Medium-Term Business Plan and expanding deliberations towards supporting initiatives aimed at Plan achievement
• Improving Board of Directors operations to stimulate deliberations towards achieving sustainable Group growth and medium and long-term improvements in corporate value.

Audit & Supervisory Board work towards sustainable growth and medium- to long-term growth in corporate value as a part in the governance of the Company together with the Board of Directors. Also, Audit & Supervisory Board fulfills the roles and responsibilities from an independent and objective standpoint based on the Company's fiduciary and accountability duties to shareholders.

Attendance at Meetings

	Name	Attendance Rate
Internal audit & supervisory board member	Hiroaki Chida	15 of 15 meetings (100%)
Internal audit & supervisory board member	Takayoshi Ohno	15 of 15 meetings (100%)
Outside audit & supervisory board member	Hajime Watanabe	15 of 15 meetings (100%)
Outside audit & supervisory board member	Makoto Ando	15 of 15 meetings (100%)

Nomination Committee

• Composition (FYE March 2024): Outside director 4, inside director 1
• Chairperson: Outside director
  Chairperson is selected from among members who are independent outside directors and appointments shall be made so that the chairperson does not also serve as chairperson of both Nomination Committee and Compensation Committee.
• Roles and functions: Nomination Committee provides the Board of Directors with proposals for the nomination or removal of directors and Audit & Supervisory Board members, and deliberates and advises on the nomination or removal of executive officers, including the president. The Committee also deliberates and advises on matters such as succession plans.

Attendance at Meetings

	Name	Attendance Rate
Inside director	Kazuo Kawamura	4 of 4 meetings (100%)
Outside director	Mariko Matsumura	4 of 4 meetings (100%)
Outside director	Masaya Kawata	4 of 4 meetings (100%)
Outside director	Michiko Kuboyama	4 of 4 meetings (100%)
Outside director	Peter David Pedersen	4 of 4 meetings (100%)

Compensation Committee

• Composition (FYE March 2024): Outside director 4, inside director 1
• Chairperson: Outside director
  Chairperson is selected from among members who are independent outside directors and appointments shall be made so that the chairperson does not also serve as chairperson of both Nomination Committee and Compensation Committee.
• Roles and functions: Compensation Committee deliberates on policies regarding the determination of compensation for directors and executive officers, the amount of compensation, the level of compensation, etc., and reports to the Board of Directors.

Attendance at Meetings

	Name	Attendance Rate
Inside director	Kazuo Kawamura	4 of 4 meetings (100%)
Outside director	Mariko Matsumura	4 of 4 meetings (100%)
Outside director	Masaya Kawata	4 of 4 meetings (100%)
Outside director	Michiko Kuboyama	4 of 4 meetings (100%)
Outside director	Peter David Pedersen	4 of 4 meetings (100%)

Executive Committee

• Composition: Board members and executive officers
• Roles and functions: Executive Committee serves as an advisory body to the CEO & President and deliberates important matters related to business execution based on the basic strategic policy outlined by the Board of Directors.

The Group Strategy Committee

• Composition:
  CEO (Chief Executive Officer)
  CFO (Chief Financial Officer)
  CSO (Chief Sustainability Officer)
  COO (Chief Operating Officer) of the Pharmaceutical Segment
  COO (Chief Operating Officer) of the Food Segment
  CHRO (Chief Human Resource Officer)
  CDO (Chief Digital Officer)
• Roles and functions:
  The Group Strategy Committee applies basic management policy adopted by the Board of Directors towards determining the direction of core matters such as the Group's overall vision, business plans, business policy, and the allocation of management resources.

In addition to the above, we provide a forum for exchanging opinions between outside directors and outside corporate auditors, which is utilized for the more effective management of the Board of Directors.

Internal Auditing Division

We have established an Audit Department (internal audit staff: 7), which reports directly to the CEO, President and Representative Director as an auditing division. This department collaborates with other internal auditing divisions within the Group to conduct internal audits.

Internal auditing divisions hold regular monthly meetings with the Audit & Supervisory Board to share information and exchange opinions on the status of activities. The division works to strengthen cooperation with the accounting auditor by regularly sharing information.

Governance Audits of Overseas Group Companies

For overseas Group companies, generally thought to have higher risks than in Japan, in addition to conventional business audits, we also have established a structure for conducting audits specifically designed to reduce fraud and other management risks (referred to as "governance audits"). Governance audits are generally conducted three to four times a year to confirm frameworks and management related to fraud prevention, including promotion of ºÚÁÏÃÅ Group Code of Conduct, ºÚÁÏÃÅ Group Policy awareness, anti-corruption, the separation of duties, whistleblowing systems, and risk management systems. We use external experts to ensure audit efficiency and efficacy.

Audit results are reported to audited companies and also shared with the Group CEO and other relevant officers, corporate auditors, and each operating company. Through these initiatives, we are working to strengthen our internal systems, and enhance our fraud checks and prevention.

Independent auditor	Ernst & Young ShinNihon LLC
Audit department (internal auditing)	Audit Department
Principal meetings auditors attend	Board of Directors, Executive Committee, Audit & Supervisory Board, Audit Department Liaison Meeting, and others

Internal Control System

We provide products and services to a large number of customers through our food and pharmaceutical business operations. In accordance with the Corporate Behavior Charter, the ºÚÁÏÃÅ Group has established an internal control system befitting the Group and the Group companies that is based on mutual collaboration and multifaceted checking functions to ensure directors, executive officers, and other employees comply with the Food Sanitation Act, the Pharmaceutical and Medical Device Act, and other statutory laws and regulations and the Articles of Incorporation, thereby ensuring fair and sound business activities firmly rooted in compliance.

Exercise of Voting Rights in Shareholdings

The Group does not hold shares that are not recognized as contributing to sustainable growth and improvement of corporate value over the medium- to long-term, taking into consideration the necessity of business operations.
We hold listed shares as cross-shareholdings when we think it would:

• 1) Accelerate the group's financial operations
• 2) Strengthen the relationship with our group companies
• 3) Strengthen the group's transactional relationships
• 4) Be reasonable in light of our responsibility to shareholders

Every year, the Board of Directors reviews all the brands the Group is holding and determines whether the company should continue holding them or dispose of them. We will verify the suitability of possession and disclose the details of the verification. For each brand, the Board considers the following factors:

• The rationale for holding the brand
• The transactions for the brand in the past year
• The medium- to long-term outlook for the brand
• The amount of dividend

As a rule, we will exercise our voting rights in line with the wishes of the stock issuing company's Board of Directors. However, we will decline to do so if we think that it would negatively impact the business relationships with the Group or if it would clearly harm the common interests of shareholders.
When a company holding ºÚÁÏÃÅ shares for strategic purposes (cross-shareholding company) indicates the intention to sell the stock, we do not interfere with the sale of the share.
We do not engage in transactions that would interfere with Group and shareholder common interests, including transactions with cross-shareholding companies without sufficiently validating the economic feasibility of the transaction.

Related Party Transactions

Directors and Audit & Supervisory Board members of the Company or a major operating company may not engage in material transactions with the Company or a major operating company without the approval of the Company's Board of Directors. Where such transactions are approved, the status of said transactions must be reported to the Company's Board of Directors.

Constructive Dialogue with Shareholders

The Company pursues the following measures for promoting constructive dialogue with shareholders.

1. The Company positively and voluntarily engages with shareholders so as to promote constructive dialogue with them. General communication with shareholders is managed by the Investor Relations (IR) Department, which is managed by the executive officer in charge of IR. To a practical extent, we also engage in dialogue with directors and Audit & Supervisory Board members, including outside officers.
2. With the aim of supporting shareholder dialogue, the director in charge of IR organizes liaison meetings with personnel from other departments, including Corporate Planning, Corporate Administration, and Risk Management, so as to share information between the departments.
3. In addition to one-on-one meetings, the Company holds earnings conferences twice-yearly for institutional investors and securities analysts to announce the second quarter and the fiscal year results, as well as small meetings led by the Company President. We also hold earnings conferences with institutional investors and securities analysts at the end of the first and third quarter.
4. We work to promote dialogue with individual investors and to inform them about the group's businesses. In FYE March 2023, we held online briefings for individual investors.
5. We actively promote ESG dialogue with investors. We hold one-on-one meetings with institutional investors and conferences for institutional investors and securities analysts.
6. We provide information via our website for shareholders and investors. We publish our investment securities reports (Japanese/English), earnings flash reports (Japanese/English), integrated reports (Japanese/English), and earnings conference materials (Japanese/English) on this website. We also stream video of our earnings conferences (Japanese/English) and publish a Q&A summary (Japanese/English) to further communication.