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2023 Tokyo Stock Exchange, Inc. Exchange & beyond TSE’s Future Actions in Response to the Summary of Discussions of the Follow-up Council (Draft) Document 4 January 25, 2023 Tokyo Stock Exchange, Inc. ©2023 Tokyo Stock Exchange, Inc. Introduction 1 Added The purpose of the reorganization of market segments implemented by TSE on April 4, 2022 is to create an environment in which listed companies can take advantage of the characteristics of the three new market segments "Prime Market," "Standard Market," and "Growth Market" to enhance corporate value in each market segment. In order to realize this purpose, and from the perspective of improving the effectiveness of the restructuring, TSE established the "Council of Experts Concerning the Follow-up of Market Restructuring" to discuss this issue from July 2022, and will implement additional measures in the future, based on this summary of Discussions of the Follow-up Council....

1 Minutes of the Seventh Council of Experts Concerning the Follow-Up of Market Restructuring Date: Wednesday, January 25, 2023 17:30–19:05 Place: Tokyo Stock Exchange, 15F Special Conference Room Attendees: See member list [Kikuchi, Director, Listing Department, TSE] The time has now come to begin the seventh Council of Experts Concerning the Follow-Up of Market Restructuring. Thank you for gathering here today at this late hour. We are looking forward to talking with you today. Now, I would like to begin proceedings straight away. First, let us explain today’s agenda. [Ikeda, Senior Manager, Listing Department, TSE] Thank you for gathering here today. I will now explain today’s agenda. First regarding Document 3, as at the previous meeting, we would like to continue today’s discussion by hearing your opinions on the draft summary of our past discussions, including measures to encourage listed companies to...

2023 Tokyo Stock Exchange, Inc. Exchange & beyond Tokyo Stock Exchange, Inc. February 15, 2023 Document 2 TSE Explanatory Material a) The Eighth Council of Experts Concerning the Follow-up of Market Restructuring ©2023 Tokyo Stock Exchange, Inc. Ⅰ. Concept and Institutional Design of the Growth Market Ⅳ. Items for Discussion Ⅱ. Current Status of the Growth Market 1. Status of IPOs 2. Status of Listed Companies Ⅲ. Overview and Current Status of TOKYO PRO Market ©2023 Tokyo Stock Exchange, Inc. Concept and Institutional Design of the Growth Market 2 Concept For companies which have a certain level of market value by disclosing business plans for realizing high growth potential and their progress towards these achieving these plans appropriately and in a timely manner, but at the same time pose a relatively high investment risk in terms of their business track record. Institutional Design Take over the role and function of providing growth ...

2023 Tokyo Stock Exchange, Inc. Exchange & beyond TSE Explanatory Material b) The Eighth Council of Experts Concerning the Follow-up of Market Restructuring Tokyo Stock Exchange, Inc. February 15, 2023 Document 3 ©2023 Tokyo Stock Exchange, Inc. 1 Request to Encourage Management to be More Conscious of Cost of Capital and Stock Prices •Target indicators are set by each company based on its own situation. •If a company considers that it has already achieved a sufficient level and that there is no need for improvement, it should disclose its evaluation. •In addition to disclosure using the new format to be provided by TSE, companies can also present their initiatives in the disclosure of management strategies and management plans in accordance with the CG Code Principle 5.2 (in either case, the fact that disclosure is being made should be indicated in the CG Report). (Examples of perspectives on analysis and ...

1 Minutes of the Eighth Council of Experts Concerning the Follow-Up of Market Restructuring Date: Wednesday, February 15, 2023 13:00–14:40 Place: Tokyo Stock Exchange, 15F Special Conference Room Attendees: See member list [Kikuchi, Director, Listing Department, TSE] The time has now come to begin the eighth Council of Experts Concerning the Follow-Up of Market Restructuring. Thank you for joining us today. First of all, I would like to mention that Mr. Nagami and Mr. Matsumoto are participating online. Now, I would like to begin proceedings straight away. First, let us explain today’s agenda. [Ikeda, Senior Manager, Listing Department, TSE] First of all, I would like to thank you for discussing Summary of Discussions, TSE's Future Actions, transitional measures and so on at the meetings up to last month. From today onward, we will continue to discuss mainly issues related to the Growth Market, ...

2023 Tokyo Stock Exchange, Inc. Exchange & beyond Summary of The Council’s Most Recent Discussion on the Growth Market March 31, 2023 Tokyo Stock Exchange, Inc. Document 6 ©2023 Tokyo Stock Exchange, Inc. Opinions on the Growth Market (1/3) Listing It is too early to tighten the initial listing criteria because we have just transitioned to the new market segments. However, the council should consider the future of listing especially in regard to the stimulation of TOKYO PRO Market (TPM) and the establishment of a secondary market for unlisted stocks. Tightening listing criteria would not be supportive to the regeneration of industry. Stricter criteria could encourage the participation of institutional investors that will support growth after listing. Even at this point, we should make it known that larger IPOs are preferable. 1 Promoting Growth after Listing It is possible that there are companies who ...

1 Minutes of the Ninth Council of Experts Concerning the Follow-Up of Market Restructuring Date: Friday, March 31, 2023 9:00–10:40 Place: Tokyo Stock Exchange 15F Special Conference Room Attendees: See member list [Kikuchi, Director, Listing Department, TSE] It is now time to begin the ninth Council of Experts Concerning the Follow-Up of Market Restructuring. Thank you for gathering here early today, despite your busy year-end schedules. I appreciate your attendance. First of all, I would like to mention that Mr. Nagami is not attending today due to personal reasons. Now, I would like to begin proceedings straight away. First, let us explain today’s agenda. [Ikeda, Senior Manager, Listing Department, TSE] Thank you for gathering here today. First, before we get into the proceedings, I would like to give an update on the institutional amendments concerning the“handling of transitional measures.” After the meeting ...

2023 Tokyo Stock Exchange, Inc. Exchange & beyond Status of Dissemination of “Action on Cost of Capital-Conscious Management and Other Requests” The Tenth Council of Experts Concerning the Follow-up of Market Restructuring TSE Explanatory Material a) Tokyo Stock Exchange, Inc. April 25, 2023 Document 2 ©2023 Tokyo Stock Exchange, Inc. 1 Status of Dissemination of“Action on Cost of Capital-Conscious Management and Other Requests” TSE has been circulating the“Action on Cost of Capital-Conscious Management and Other Requests” published on March 31, in order to carefully communicate the purpose and specifics of the request to listed companies, domestic and foreign investors, and other market participants. This has been done by methods including presentations at seminars for listed companies and domestic and foreign investors, individual meetings with domestic and foreign investors, lectures for media, media interviews, and articles in magazines, etc. After the announcement, many investors, ...

2023 Tokyo Stock Exchange, Inc. Exchange & beyond Solicitation of Opinions from Growth Market Listed Companies (Draft) The Tenth Council of Experts Concerning the Follow-up of Market Restructuring TSE Explanatory Material b) Tokyo Stock Exchange, Inc. April 25, 2023 Document 4 ©2023 Tokyo Stock Exchange, Inc. Solicitation of Opinions from Growth Market Listed Companies (Draft) To identify issues that need to be addressed in order for the Growth Market to function effectively, TSE will solicit opinions from those in top management positions of companies listed in the Growth Market regarding issues that they consider to be challenges in achieving high growth after listing. TSE will update the contents of the solicitation of opinions based on today’s discussion, and will promptly notify listed companies of those changes along with a summary of past discussions at the follow-up council regarding the Growth Market and the data referred to ...

1 Minutes of the Tenth Council of Experts Concerning the Follow-Up of Market Restructuring Date: Tuesday, April 25, 2023 10:00 - 12:00 Place: Tokyo Stock Exchange 15F Conference Room 2 Attendees: See member list [Kikuchi, Director, Listing Department, TSE] The time has now come to begin the Tenth Council of Experts Concerning the Follow-Up of Market Restructuring. Thank you for joining us today. First of all, I would like to mention that Mr. Kanda is participating online. Now, I would like to begin proceedings straight away. First, we will explain today’s agenda. [Ikeda, Senior Manager, Listing Department, TSE] Thank you for gathering here today. Thank you very much for participating in the discussion at the last meeting regarding the requests made to listed companies, including the matter of“Action to implement management that is conscious of cost of capital and stock price.” We have three major ...