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2020 Tokyo Stock Exchange, Inc. Initial Listing Criteria, etc. Delisting Criteria, etc. Others As the Covid-19 outbreak severely impacts business activities and corporate performance, Tokyo Stock Exchange, Inc. (TSE) recognizes the urgent need to enhance capital market’s functions for companies raising funds in the market, thereby facilitating a swift recovery in the Japanese economy and sustained growth while strengthening the soundness of the market. In light of the planned cash equity market restructuring, TSE will revise the initial listing criteria, etc. to make the initial listing process smoother for companies and encourage corporate value creation over the mid- to long-term and in addition, revise the delisting criteria, etc., allowing listed companies more flexibility in their capital policies and corporate strategies as they face financial turbulence or challenges. Revise the excess liabilities criteria Encourage swift improvement with new disclosure framework Allow more flexibility ...

1 Summary of Public Comments on“Revisions to Listing Rules to Enhance Functions for Raising Funds through the Capital Market (First set of revisions pertaining to cash equity market restructuring)” Tokyo Stock Exchange, Inc. (TSE) published a number of proposed rule revisions on July 29, 2020 in the consultation paper "Revisions to Listing Rules to Enhance Functions for Raising Funds through the Capital Market (First set of revisions pertaining to cash equity market restructuring)", and widely sought comments until September 11, 2020. TSE received seventeen (17) comments from the public to this consultation. Below is an outline of the major comments received and TSE's responses to them. No. Summary of Comments TSE's Response 1. Revisions to the Initial Listing Criteria, etc. for the Main Markets １・What are the reasons for regarding the tradable share ratio as a formal criterion for "governance"? *"Loyal shareholders" ...

(Reference Translation) Disclaimer: This English translation is for reference purpose only and not a legally definitive translation of the original Japanese text. In the event a difference arises regarding the meaning herein, the original Japanese version will prevail as the official authoritative version. 1 Development of Listing Rules for Cash Equity Market Restructuring (second set of revisions) December 25, 2020 Tokyo Stock Exchange, Inc. I. Purpose Tokyo Stock Exchange, Inc. (TSE) will restructure its market into three new market segments, the Standard Market, Prime Market and Growth Market, effective on April 4, 2022, as shown in“Overview of Market Structure Review and Outline of the New Market Segments”published in February 2020. Through this we aim to support listed companies' sustainable growth and improvement of corporate value over the medium to long term, thereby providing attractive cash equity markets that enjoy support from a diverse range of global and ...

1 Summary of Public Comments on“Development of Listing Rules for Cash Equity Market Restructuring (second set of revisions)” Tokyo Stock Exchange, Inc. (TSE) published a number of proposed rule revisions on December 25, 2020 in the consultation paper " Development of Listing Rules for Cash Equity Market Restructuring (second set of revisions)", and widely sought comments until February 26, 2021. TSE received thirty-nine (39) comments from the public to this consultation. Below is a summary of the comments received and TSE's responses to them. No. Summary of Comments TSE’s Response 1. Listing Rules of New Market Segments (1)Listing examination criteria １・Please specify when the "Report on the Listing Eligibility Investigation" should be submitted. ※The "Report on the Listing Eligibility Study" shall be submitted at least three business days prior to the date of listing approval, and it will be clearly stated as so in the "...

1 Summary of Public Comments on "Revisions to Listing Rules in Connection with the Amendments to the Companies Act in 2019" Tokyo Stock Exchange, Inc. (TSE) published proposed rule revisions on December 17, 2020 in the consultation paper "Revisions to Listing Rules in Connection with the Amendments to the Companies Act in 2019" and widely sought comments until January 18, 2021. TSE received one public comment in response to this consultation. Below is an outline of the comment received and TSE's responses to it. No. Summary of Comments TSE's Responses 1. Securing an outside director 1 - Since listed companies must secure at least one outside director according to "the Act Partially Amending the Companies Act" (Act No. 70 of 2019; hereinafter referred to as the "Amended Companies Act"), we do not consider it very meaningful to state the same matter in the Securities Listing Regulations (hereinafter referred to ...

1 Revision, etc. of Japan’s Corporate Governance Code Based on the Proposal of the Council (Third set of revisions pertaining to cash equity market restructuring) April 7, 2021 Tokyo Stock Exchange, Inc. I. Purpose In light of the proposal (*) from the "Council of Experts Concerning the Follow-up of Japan's Stewardship Code and Japan's Corporate Governance Code," jointly established by the Financial Services Agency and Tokyo Stock Exchange, Inc. (TSE) , regarding the revision of Japan's Corporate Governance Code (hereinafter referred to as the "Code"), TSE will develop its listing rules pertaining to the revision of the Code. Additionally, TSE will develop its listing rules for the listing- related fees for the new market segments. * Please see the attached (Ref. 1)“Revisions of Japan’s Corporate Governance Code and Guidelines for Investor and Company Engagement.“ II. Outline Item Description Remarks 1. Revision of the Code (1) Revision ...

June 11, 2021 Tokyo Stock Exchange, Inc./Financial Services Agency Summary of Public Consultation on Revisions to Japan’s Corporate Governance Code and Guidelines for Investor and Company Engagement Provisional Translation Summary of the Public Consultation: Overview Public Consultation was held from April 7, 2021, with respect to the revisions on“Japan’s Corporate Governance Code”and“Guidelines for Investor and Company Engagement.” 【Period】 April 7, 2021～May 7, 2021 【Number of Letters】 the Code→Tothe Japanese version：77 individuals/entities Tothe English version：26 individuals/entities the Guidelines→Tothe Japanese version：24 individuals/entities Tothe English version：10 individuals/entities Summary of the Public Consultation 1 The Whole Picture of the Revisions 2 Enhancing Board Independence 3 Promoting Diversity in Core Human Resources 4 Attention to Sustainability 5 Group Governance 6 Ensuring Confidence in Audits 7 Matters Related to General Shareholder Meetings 8 Others 2 Comments (excerpt) ＜Agree ...

Japan’s Corporate Governance Code Seeking Sustainable Corporate Growth and Increased Corporate Value over the Mid- to Long-Term June 11, 2021 Tokyo Stock Exchange, Inc. Provisional translation The revised Code with track changes from the previous version of the Code - 1 - Japan’s Corporate Governance Code In this Corporate Governance Code,“corporate governance”means a structure for transparent, fair, timely and decisive decision-making by companies, with due attention to the needs and perspectives of shareholders and also customers, employees and local communities. This Corporate Governance Code establishes fundamental principles for effective corporate governance at listed companies in Japan. It is expected that the Code’s appropriate implementation will contribute to the development and success of companies, investors and the Japanese economy as a whole through individual companies’self-motivated actions so as to achieve sustainable growth and increase corporate value over the mid- to long-term. - 2 - General ...

Revisions of Japan’s Corporate Governance Code and Guidelines for Investor and Company Engagement The Council of Experts Concerning the Follow-up of Japan’s Stewardship Code and Japan’s Corporate Governance Code April 6, 2021 Provisional translation 1 Ⅰ. Introduction Under the changing environments surrounding business firms triggerd by the COVID-19 pandemic, all companies must recognize challenges and get ahead of the changes for their future growth. To do so, it is important for them to promptly address corporate governance issues, such as to make the board more effective, promote diversity in their core human resources, and pursue sustainability toward their continuous growth and increase of corporate value over the mid- to long-term. In April 2022, the Tokyo Stock Exchange will shift to a new market segmentation. The Prime Market is expected to be a market attractive to both domestic and global investors, and global investors will be ...

Guidelines for Investor and Company Engagement Financial Services Agency Original Code: June 1, 2018 First Revision: June 11, 2021 Provisional translation The revised Guidelines with track changes from the previous version of the Guidelines - 1 - Guidelines for Investor and Company Engagement The Guidelines herein provide agenda items for engagement that institutional investors and companies are expected to focus on based on the Stewardship Code and the Corporate Governance Code, in recognition of the corporate governance issues prevalent at this time. Through constructive engagement with institutional investors, companies are expected to generate sustainable growth and increase corporate value over the mid- to long-term based on their own business principles1, which will eventually lead to the growth of the Japanese economy as a whole and stable asset formation for the Japanese people. The Guidelines are intended to be a supplemental document to the Stewardship Code and the Corporate Governance Code. Although ...