DeNA Co., Ltd.

Corporate Governance Report

The following is an unofficial English translation of the Japanese original text of the Corporate Governance Report of DeNA Co., Ltd., which has been submitted to the Tokyo Stock Exchange. DeNA Co., Ltd. provides this translation for reference and convenience purposes only and without any warranty as to its accuracy or otherwise. In the event of any discrepancy between this translation and the Japanese original, the latter shall prevail.

Last Update: April 1, 2024

DeNA Co., Ltd.

Shingo Okamura, President & CEO

Contact: IR Dept. Securities Code: 2432https://dena.com/intl/

The following is an overview of corporate governance at DeNA Co., Ltd. (the "Company" or "DeNA").

I.

Basic Approach to Corporate Governance, Capital Structure, Corporate Profile and Other Basic Information

1. Basic Approach

The DeNA Group mission is "We delight people beyond their wildest dreams." Included in this mission is the goal of the Group to bring delight and joy to each and every customer, beyond their imagination, and create a world where people's individuality can shine.

The DeNA Group will embody its mission through appropriate dialogue and cooperation with a variety of stakeholders including customers, partners, employees, shareholders, and regional society. The DeNA Group will continue to establish and enhance effective corporate governance and aim to continuously maximize its corporate value.

[Reasons for Not Implementing Certain Principles of Corporate Governance Code]

(Principle 5.2)

  • • Establishing and Disclosing Business Strategy and Business Plan

  • • Action to Implement Management that is Conscious of Cost of Capital and Stock Price [English disclosure available]

The DeNA Group regards continuing growth of its corporate value to be the most important management priority, while also considering ROE. Therefore, the Group views such indicators as revenue, operating profit, and EPS, etc. to be important management indicators, and engages in initiatives in line with each business characteristics and phases. The Company's business is focused a range of internet services. As the market conditions and business environment for these services change extremely rapidly, forecasting market changes in the mid-to-long term is difficult. The Company therefore does not set specific target dates or numerical targets for the above indicators, but instead provides updates on material business matters and developments at its annual shareholders' meetings and in its quarterly financial announcement.

At present the Company is in the first 3 years of the mid to long term strategy began in fiscal year 2021. The Company engaged in efforts to further grow the strengthened business portfolio in fiscal year 2022 and is enhancing the earnings base to achieve the structural shift for the Serve approach to contribute about the same level of profit as the Entertain approach. Refer to the "FY2022 Operating Results" materials on the Company'swebsite for investor relations (https://dena.com/intl/investors/) for more details about various initiatives to grow return on equity (ROE), including initiatives by each business, investment in new growth and taking on new challenges, increasing capital efficiency, and shareholder returns, etc. while leveraging the Company's healthy financial base. In addition, with respect to matters that affect growth in the Company's corporate value over the mid term, it provides details and disclosure in various IR materials and integrated reports, etc. as necessary.

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

(Principle 1.4)

  • • Shareholdings for Policy Purposes

The Company's internal rules require Board of Directors approval or report to the Board in the event the Company acquires shares or other equity interests in another company in excess of a specified amount or voting percentage. In addition, when the Company considers investing in the share or other equity interests of another company for policy purposes, it considers the factors below. If such shareholdings are not determined to be meaningful, the Company will not invest.

  • n business synergy with such other company (the "investment target") and whether the investment will lead to an increase in the Company's corporate value over the mid-to-long term;

  • n whether the investment would adversely affect the financial health of the Company; and

  • n whether the amount of the investment and its shareholding percentage exceed a level that is reasonably necessary.

In the case of any such investment, the Board of Directors, with consideration for the factors above, reviews the appropriateness of the investment objective and the benefits & risks versus the capital costs, among other measures, for such investment at least annually. If said review finds that the investment is not justified, the Company considers reducing it. The Board of Directors has confirmed the appropriateness of each investment individually after such review.

With respect to exercising voting rights arising from such investment, the Company's internal rules require approval of the corporate departments and comprehensive review (in light of the above factors) of the business and financial condition of the investment target from the standpoint of increasing the Company's corporate value over the mid-to-long term.

(Principle 1.7)

  • • Related Party Transactions

Pursuant to applicable law and the Company's internal rules, the Company requires approval of its Board of Directors in the case of transactions involving conflict of interest of any director. Transactions with major shareholders must be reported to the Board.

Transactions with related parties require review by the corporate departments on the appropriateness of each transaction (including from a legal and tax standpoint) and depending on the amount and nature of such transactions, approval from the appropriate authorized persons. Related party transactions that are material require approval of the Board of Directors. The corporate departments reviews the status of each related party transaction at least annually and provides a report to the Company's corporate auditors and external auditor.

(Supplementary Principle 2.4.1)

  • • Ensuring Diversity in Promotion of Core Human Resources

(Approach to Securing Diversity, Human Resource Development, and Establishing Internal Environment) The Company vision states in part that "Each of us harnesses our individual strengths to make our unique business succeed." The Company value includes "Providing Growth Opportunities for Diverse Employees" in the DeNA Promise, which is our social promise, to indicate respect and welcoming of diversity.

Under the Company basic approach, securing diversity is necessary to provide Delight to society and continuously raise corporate value. Diversity means that each individual brings their own unique strengths and diverse view on matters to the organization from their background, experience, skills, and personality. While the Company acknowledges that gender, nationality, hiring channel, and other characteristics are related to such diversity, these characteristics are used as one alternative metric.

(Objectives and Status of Securing Diversity)

On the basis of the above approach, the Company does not only prioritize quantitative measures such as the number of employees with a particular gender, nationality, hiring channel, or other characteristic information. The Company aims to create a situation where all diverse employees feel they can be successful regardless of their individual characteristics and perform to the fullest to provide Delight.

As a part of this effort, since 2021 the Company has conducted a survey to analyze if Company regular employees felt that their gender, nationality, hiring channel, or other characteristic information caused difficulty in being promoted to important positions or achieving success. The title of this survey is "Survey on Environment for Diverse Personnel Success," and it was most recently conducted from October to November 2023.

Of the respondents (995 of 1,385 Company regular employees), the percentage of those with a particular characteristic that perceived difficulty in achieving success due to the relevant characteristic were as follows.

Women: 11.9% (30 of 252), foreign nationals: 16.1% (10 of 62), mid-career hires: 11.1% (88 of 795)

Previously when this survey was conducted in October 2022, the results were as follows:

Women: 15.2% (31 of 204), foreign nationals: 20.5% (9 of 44), mid-career hires: 11.7% (74 of 635) Each of these percentages has shown improvement.

After the previous survey was conducted, the Company began providing training for officers and employees to become aware of and improve unconscious biases, training on harassment that included content to foster better awareness of phrases used in conversation, and other initiatives. Since fiscal year 2021 an onboarding program has been conducted for all mid-career hires with the aim of fostering understanding of the Company Mission, Vision, and Value, which includes an emphasis on diversity, and the aim of encouraging mutual understanding between diverse employees.

Going forward, the Company aims to continue to lower the percentage of employees who feel there is difficulty in achieving success in all of the question items and establish an environment and promote various initiatives so that diverse employees can succeed.

The percentage of women, foreign nationals, and mid-career hires in management positions in the Company, and the percentage of local hires in management in Group offices abroad is as follows (as of March 31, 2023).

Women: 10.5%, foreign nationals: 2.4%, mid-career hires: 81.0%

Local hires in management in offices abroad: 95.4%

The survey results summary may be found in Attachment 2 of this Report, titled "Results Summary of the Survey on Environment for Diverse Personnel Success" and other data regarding human resources of the Company may be found on the Company website(https://csr.dena.com/intl/esgdata/).

(Use of Mid-Career Hires)

The Company approach is to have employees with diverse backgrounds, experience, and skills bring their differing strengths and diverse views to the organization, and from the time of the Company's founding to the present the Company has grown its businesses by using mid-career hires to the maximum.

One example is how 34 of the 43 (79.1%) Company group executives are mid-career hires (as of June 27, 2022), and 80.9% of the management overall are mid-career hires (as of March 31, 2023).

The Company also welcomes back those employees who departed the Company, gained broad experience at other companies, including starting their own company, and who wish to rejoin the Company to make use of their abilities. Among the Company's executive officers and in other management positions there are multiple people who departed the company and later rejoined.

(Human Resource Development and Internal Environment Establishment to Secure Diversity)

The Company has various measures to realize an environment where diverse employees can be successful. For details, refer to "III. Implementation of Measures Related to Shareholders and Other Stakeholders - 3. Measures that Consider the Interests of Stakeholders - Other" in this Report.

For details on initiatives related to securing core human resources with diverse business experience, refer to "(Supplemental Principle 3.1.3) Initiatives Related to Sustainability, Etc. - Investment in Human Capital" in this Report.

(Principle 2.6)

  • • Roles of Corporate Pension Funds as Asset Owners

The corporate pension fund of which the Company is a member has built a structure where the office duties, asset management duties, financial validation & record management duties, and other major pension duties are entrusted to different actors. These different actors act to check each other, and in this way, operational management is conducted appropriately on the basis of fiduciary responsibility and specialist insight, and in so doing has formed stable assets for employees. The persons in charge of handling corporate pension fund matters in the Company attend seminars and pursue other ways to increase their specialist knowledge.

(Principle 3.1)

  • • Full Disclosure

(1) Corporate Mission, Corporate Strategy and Management Plan The DeNA Group's mission and vision are as follows.

Mission

We delight people beyond their wildest dreams.

Vision

We will be the world's premier provider of internet and AI technology to delight people everywhere. We seek to entertain and enrich lives, and to serve and make the world a better place.

Each of us harnesses our individual strengths to make our unique business succeed.

At present, the Company's business is focused on mobile games and a range of other internet services. As the markets conditions and business environment for these services change extremely rapidly, the Company is required flexibly to adapt itself to such changes. The Company provides updates on material business matters and developments at its annual shareholders' meetings, quarterly financial announcement and other relevant occasions. In addition, with respect to matters that affect growth in the Company's corporate value over the medium term, it provides details and disclosure in various IR materials as necessary. For more details, please refer to the IR Library section of the Company's website for investor relations (https://dena.com/intl/investors/).

(2) Basic Approach and Guidelines on Corporate Governance

  • • Basic Approach

Please see Paragraph I-1 (Basic Approach) above.

  • • Basic Guidelines

Based on its basic approach to corporate governance described above, the Company has implemented the following measures:

  • n in order to promote fairness in management, the Board of Directors takes into account a range of views provided by multiple independent outside directors;

  • n in order to facilitate timely decision-making by each business unit, the Company has proactively delegated appropriate decision-making authority to executive officers and heads of business units;

  • n in order to promote transparency, the Company proactively provides appropriate disclosure of information;

  • n the Company follows the Group Code of Conduct and fulfills its responsibilities to stakeholders; and

  • n the Company officers and employees commit to abiding by the Company values, including DeNA Promise (our social promise) and to DeNA Quality (one team in pursuit of delight) to endeavor to bring to life the mission and vision.

    DeNA Promise

(i)

Commitment to Product & Service Quality

(ii) Cooperation & Prosperity for All

  • (iii) Embracing Challenges with Integrity

  • (iv) Acting with Transparency

  • (v) Providing Growth Opportunities for Diverse Employees

  • (vi) Acting Sustainably

More information about the DeNA Promise and DeNA Quality are available in Attachment 1 "DeNA Group Mission, Vision, and Value" of this Report.

The Company will continue to pursue the full implementation of the above measures in order to ensure the effectiveness and enhancement of the Company's corporate governance system.

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

  • • The Company compensates its directors in part on the basis of the Company's performance, so that each director is appropriately motivated to contribute to the overall performance of the Company and increase in its corporate value. This system also helps to raise each such director's awareness of shareholder-oriented management. However, outside directors are exempted from this compensation system. For details of such director compensation system please refer to "II. Business Management Organization and Other Corporate Governance Systems Regarding Decision-Making, Execution of Business, and Oversight in Management - 1. Organizational Composition and Operation - [Incentives] and [Director's Compensation]" in this Report.

  • • The Company has established a compensation system wherein a part of the compensation of management, including executive officers, is based on the Company's performance.

  • • The Company has established a Compensation Committee (a voluntary body) to gain appropriate participation of and advice from the outside directors and ensure accountability, and thus the Company ensures management transparency and objectivity in the compensation of directors and executive officers, an important matter for the monitoring function of Board of Directors.

  • • The Compensation Committee is made up of a majority of independent outside directors to enhance the independence and objectivity, and the chairman is selected from among the independent outside directors.

  • • The Compensation Committee makes the initial proposal regarding the compensation structure and individual compensation for directors. The Compensation Committee also provides recommendations on advice for the compensation structure for executive officers, the incentive plan and evaluation standards, etc. The Board of Directors passes a resolution regarding compensation after sufficiently considering the recommendations. For details of the procedures determining individual compensation for directors, please refer to "II. Business Management Organization and Other Corporate Governance Systems Regarding Decision-Making, Execution of Business, and Oversight in Management - 1. Organizational Composition and Operation - [Disclosure of Policy for Determining Amounts and Calculation Method of Compensation]" in this Report.

(4) Board Policies and Procedures in the Appointment & Dismissal of the Senior Management and the Nomination of Director and Corporate Auditor Candidates

  • • Policies for the Appointment and Nomination of Senior Management

The Company believes that candidates for director and corporate auditor, positions important for Company management, at a minimum must have the sophistication and qualification to satisfy and promote the following objectives:

  • n continuous increase in the Company's corporate value;

  • n ensuring transparency and fairness in the Company's management; and

  • n establishing and maintaining a system of compliance.

In addition to the above, and consistent with the criteria below for the composition of the Board of Directors and Board of Corporate Auditors, candidates for director and corporate auditor must be persons of excellence with sound judgment and insight, and individual characteristics such as gender and age are not considered.

[Board of Directors]

For more details on the approach for the composition of the Board of Directors, refer to "I. Basic Approach to Corporate Governance, Capital Structure, Corporate Profile and Other Basic Information - 1. Basic Approach - [Disclosure Based on Principles of Corporate Governance Code] - (Supplemental Principle 4.11.1) Balance between Knowledge, Experience and Skills of the Board of Directors; Diversity and Appropriate Board Size."

[Board of Corporate Auditors]

n in addition to persons with a wide range of considerable management experience, corporate auditors should include persons with background and insight in legal, finance and labor matters; and n at least one corporate auditor should have considerable experience in finance and accounting.

With respect to executive officers, appointments are made taking into account a candidate's ability in the following areas:

  • • strong leadership skills and the ability to lead an organization as the person responsible for execution in his/her area;

  • • desire to contribute to the development of the Company, and capability for high-level strategic thinking from a whole-company perspective;

  • • ability to create appealing organizations based on the Company's mission, vision, as well as passion; and

  • • deep commitment to compliance, and the ability to make business decisions and operate organizations based on sound principles.

  • • Procedures for the Appointment and Nomination of Senior Management

The Company has established a Nomination Committee (a voluntary body), to gain appropriate involvement and advice from the outside directors and ensure accountability, and thus the Company secures transparency and objectivity in the nomination of directors, corporate auditors, executive officers, and others who play an important role in the Company's business, an important matter for the monitoring function of the Board of Directors.

The Nomination Committee is made up of a majority of independent outside directors to enhance the independence and objectivity, and the chairman is selected from among the independent outside directors. In regards to the proposal for the nomination and dismissal of directors & corporate auditors and the appointment and dismissal of executive officers, etc. and the basic approach to nomination, as well as the advice on the draft plan for the training approach for management candidates and the succession plan, etc., the independent outside director committee members conduct interviews with the candidates to assess their skills required to achieve the Group mission, vision, and value, etc. without regard for characteristics such as gender or age, and after consideration make recommendations with the aim to select a superior candidate with diverse insight. The Board of Directors passes a resolution regarding the nomination of director and corporate auditor candidates, and regarding the appointment of executive officers, on the basis of these recommendations.

  • • Policies & Procedures for the Dismissal of Senior Management

If directors, executive officers, and other officers and employees who play important roles commit a serious violation of laws, regulations, or the articles of incorporation in the performance of their duties; become objectively incapable of performing their duties, for example due to physical or mental incapacity; or in other cases where dismissal is required on the basis of internal rules and regulations, the Board of Directors will make determinations based on recommendations by the Nomination Committee about whether to submit a resolution regarding the dismissal of the director to the Ordinary General Meeting of Shareholders or about whether to dismiss the executive officer.

(5) Explanations with respect to the Individual Appointments, Dismissals, & Nominations of Director and Corporate Auditor Candidates

The appointment & nomination of the Company's seven (7) director candidates are discussed in "Notice of the Convocation of the 25th Ordinary General Meeting of Shareholders" (pages 8 to 17, Japanese version) on the Company's website. The appointment & nomination of the outside corporate auditor Shinichi Koizumi is discussed in "Notice of the Convocation of the 23rd Ordinary General Meeting of Shareholders" (pages 18 to 20, Japanese version). The appointment & nomination of the outside corporate auditors Nobuko Inaba and Atsuko Sato are discussed in "Notice of the Convocation of the 25th Ordinary General Meeting ofShareholders" (pages 17 to 20, Japanese version). The appointment & nomination of the outside corporate auditor Hirohiko Imura is discussed in "Notice of the Convocation of the 24th Ordinary General Meeting of Shareholders" (pages 20 to 22, Japanese version) on the Company's website.

(Supplementary Principle 3.1.3)

  • • Sustainability Initiatives, Etc.

The Company has established the Group mission, vision, and value as the basic approach for the Company sustainability initiatives.

"We delight people beyond their wildest dreams" is the Company mission, and the Company collaborates appropriately with diverse stakeholders to deliver Delight to a variety of spaces and contribute to creating a world where all people can shine.

In the DeNA Promise under value, the Company promotes sustainable corporate activities. As a global citizen, the Company promotes corporate activities with an emphasis on harmony between economy, society, and environment, and aims to contribute to a sustainable future.

The Board of Directors proactively engages in initiatives related to sustainability issues on the basis of these basic approaches.

(Governance)

The Board of Directors oversees the sustainability response policies and measures, etc. on the basis of the Company's basic approach to sustainability initiatives and an awareness of the risks and opportunities related to sustainability. Individual departments take the lead in pursuing the sustainability response policies and measures, etc., centered on the CEO, who is the director responsible for sustainability, and the departments report regularly on the progress of these measures and other matters to the Board of Directors.

(Risk Management)

For risks related to sustainability, each department coordinates with the compliance and risk management department, which oversees the company-wide risk management process, to promote recognition of individual risks and formulate response policies.

Such risks are reported to the Board of Directors and the management meeting on a regular basis in accordance with the company-wide risk management process.

For more details about these sustainability initiatives, please refer to "III. Implementation of Measures Related to Shareholders and Other Stakeholders - 3. Measures that Consider the Interests of Stakeholders - Promotion of Environmental Protection, Corporate Social Responsibility (CSR) and Other Activities" and "III. Implementation of Measures Related to Shareholders and Other Stakeholders - 3. Measures that Consider the Interests of Stakeholders - Other" in this Report.

The Board of Directors will also contribute to the achievement of the SDGs. For more details refer to the following:https://csr.dena.com/intl/sdgs/

For the Group mission, vision, and value refer Attachment 1 "DeNA Group Mission, Vision, and Value" of this Report.

(Support of TCFD Recommendations on Climate Change, and Information Disclosure)

The Company believes that among social issues, climate change has a particularly significant impact on society, and as a corporate group that upholds the above mission, vision, and value, the Company recognizes the importance of addressing climate change. With this in mind, in June 2022 the Company announced its support of the recommendations of the Task Force on Climate-related Financial Disclosure (TCFD). In addition, some initiatives related to climate change to date include checks by the Board of Directors of the governance structure, exploration and awareness of the risks, measures, and opportunities for each scenario, organization of the positioning in the Company's overall risk management flow, and the calculation of greenhouse gas emissions. Based on the above initiatives, the Company provides disclosure of information within the TCFD recommendation framework. For more detail about said disclosure please see the following URL:https://csr.dena.com/intl/environment/

(Basic Approach to Investment in Human Capital and Intellectual Property)

The Company places emphasis on organization, human resources, technology, and monozukuri, and has established the DeNA Promise, part of the Group value, as the basic approach.

For investment into human capital, the Company commits to human capital development. The Company respects and welcomes employee diversity, and aims to provide an invaluable experience for all employees involved in the Company, and make each individual's life and career fuller. In this way employees will be able to be active participants in society and contribute whether from within the Company or from the outside. For investment into intellectual property, the Company aims to enable customers to experience top class Delight through its dedication to easy-to-use products & services and reliability.

(Investment in Human Capital)

Since its founding, the Company has continuously placed importance on human resource development through a wide variety of experience on the ground in business teams. For investment in human capital, the Company prioritizes the following initiatives.

  • - Proactive transfers of core human resources

    - Personnel who transfer to various teams gain broad experience and training. In addition, this approach facilitates identifying and training future leaders for the organizations to which these personnel are assigned. In the Company's view, this approach leads to a dynamic equilibrium.

  • - Introducing and expanding programs emphasizing the ability of employees to choose where they wish to grow

    - These programs include allowing side jobs outside the Company, cross-department concurrent roles, and transfers at the employee's request. The side job program in particular is often used.

  • - Seconding employees to the Group fund Delight Ventures or their investment companies for product manager training, etc.

  • - Encouraging going independent, founding a startup, and spinouts as official career paths supported by the Company

For more details on initiatives to invest in human capital, refer to "3. Measures that Consider the Interests of Stakeholders - Other (Status of Human Resource Development and Internal Environment for Securing Diversity)" in this Report and the following link:https://csr.dena.com/intl/employees/

(Investment in Intellectual Property)

  • - The Company is engaged in a variety of businesses under its approaches to entertain and to serve, and also focuses on accumulating intellectual property and making use of it across businesses.

    - Intellectual property including knowhow accumulated in game development and live operations is being proactively used in other businesses in both entertain and serve by transferring personnel and providing operations support across departments.

  • - The Company also proactively works to obtain rights, including patent and trademarks, for inventions in the Company and brands for businesses, etc. In AI, Healthcare, and Sports & the Community, the Company is applying for patents from the basic research & development phase.

    • - The Company was ranked eighth in the "Game & Entertainment Industry Ranking of Ability to Restrain Other Companies 2022"* published by Patent Result Co., Ltd. on June 28, 2023. In the midst of competitor companies increasingly securing rights, the Company is considered an advanced company with a large amount of advanced technology that serves as a barrier. Also, the Company was ranked eighth in the "Game & Entertainment Industry Ranking of Patent Asset Scale 2022"** published by the above-mentioned company on November 18, 2022. The Company is viewed by patent applicants, holders, and competitor companies with significant attention as a holder of patent assets.

-The Company is also proactively endeavoring to enhance and make use of AI technology.

  • - Data science team members are eligible for the Kaggle internal rank program, enabling them to participate in Google's Kaggle*** during work time, with the hours available for allocation based on their results. Participation in competitions forges a variety of knowledge and rapid implementation ability, and that AI technology is then used for development of new services and products. During the Kaggle game AI international competition "Hungry Geese" a team of Company members won first place among 875 teams (1,039 participants total). The data science team accumulates practical experience daily and gains various technical knowledge.

*This ranking shows the aggregated total number of patents referenced as a reason to deny a patent for another company during the 2022 patent review process on a per company basis targeting the game & entertainment industry.

**The "Patent Asset Scale" is calculated for the game & entertainment industry by evaluating patents registered by each company during the one-year period between April 1, 2021 to March 31, 2022, using Patent Result Co., Ltd.'s "Patent Score," an index of patent attention, and multiplying by the remaining patent period until patent expiration to calculate the patent asset scale for each company. The "Patent Score" is a metric to objectively evaluate the degree of interest in individual patents, based on information in the examination process following the filing of the patent application, including the applicant's interest in obtaining rights, the results of the examination by the Japan Patent Office examiner, and acts of restrain by other competitor companies, etc.

***Kaggle is a machine learning competition platform for participants from around the world to compete using their machine learning models to test their capabilities on data provided by companies and research institutions, etc.

(Supplementary Principle 4.1.1)

  • • Scope of Matters Delegated to Management

The Company's internal rules set forth that broad authority should be delegated to the management meeting, which is the business execution body, and to executive officers and other officers and employees for items other than those requiring a resolution by the Board of Directors due to their financial scale or importance to management strategy, or due to legal requirements or requirements in the Articles of Incorporation. This should clarify responsibility for business execution and increase flexibility and agility in business execution. Further, the directors and the Board of Directors will focus on establishing the basic policy for internal control systems, to ensure that there is appropriate checking of management's business execution, and monitoring of the operation of those systems.

(Principle 4.9)

  • • Independence Standards and Qualification for Independent Directors

With respect to the independence of outside directors and outside corporate auditors, in addition to the standards for independence set forth by the Tokyo Stock Exchange, the Company considers the following factors:

(1) the candidate is not, and has not been for the past three (3) years, an executive officer of a business counterparty that is either: n a business counterparty the aggregate amount of whose business transactions with the Company in the immediately preceding fiscal year were 1% or more of the Company's consolidated sales or 1% or more of the consolidated sales of such business counterparty;

(2) if the candidate or his/her close relatives is providing or has in the past three (3) years provided legal, accounting, consulting or other professional services to the Company, such person does or did not receive remuneration from the Company (other than in the form of executive compensation) of ¥5 million or more (or its equivalent) per year;

(3) if the agency to which the candidate belongs is providing or has in the past three (3) years provided legal, accounting, consulting or other professional services to the Company, such agency does or did not receive remuneration from the Company (other than in the form of executive compensation) of ¥12 million or more (or its equivalent) per year or 1% or more of the consolidated sales of such agency for the fiscal year (or its equivalent); and

(4) the candidate is not and has not been for the past ten (10) years any of the following:

  • n A representative or employee of the Company's outside auditor

  • n Member of a law agency, corporate auditor, or tax accountant corporation or other similar service with which the Company has or had concluded an advisory contract

  • n Employee of a major debt-holder for the Company

  • n A major shareholder that owns 10% or more of the Company's issued shares, or an employee of a major shareholding company, or such company's parent or group company.

(Supplementary Principle 4.10.1)

  • • Independence of the Composition of the Nomination Committee & Compensation Committee

For more details on the Nomination Committee and Compensation Committee (voluntary bodies), please refer to "II. Business Management Organization and Other Corporate Governance Systems Regarding Decision-Making, Execution of Business, and Oversight in Management - 1. Organizational Composition and Operation - [Directors] Supplementary Explanation" of this Report.

(Supplementary Principle 4.11.1)

  • • Balance between Knowledge, Experience and Skills of the Board of Directors; Diversity and Appropriate

Board Size

(Basic Elements Required for Directors)

In the Company's view, members of the Board of Directors and Board of Corporate Auditors, who fulfill important corporate management functions, must at a minimum have the ability to achieve and encourage the following.

  • • Sustained enhancement of corporate value

  • • Ensuring management transparency and fairness

  • • Establishing and maintaining a compliance structure

(Realizing the Company Mission)

"We delight people beyond their wildest dreams" is the Company mission.

The Company has technology, monozukuri, organization, personnel, and the home base (base for initiatives in the real space, specifically Yokohama and Kanagawa) as strengths, including a focus on them in the Company vision and value, and the Company endeavors to entertain and to serve. The Company aims to bring Delight across country borders, from the virtual word to the real world, especially Yokohama and Kanagawa, and contribute to creating a world where everyone is able to shine.

For the Company to achieve its mission, the Board of Directors must fulfill important functions and roles in the following areas.

  • • Leadership for growth in the mid to long term

  • • Checks and monitoring of whether management decision-making and business execution are being done appropriately

  • • Personnel selection for representative directors

(Board of Director Meeting & Director Skills)

To realize the above mission and to ensure the function and effectiveness of the role of the Board of Directors meetings, the Company has defined the following important skills for directors.

  • • Ability to spark discussion with the right questions in the Board of Directors meeting rather than encouraging discussion solely based on personal experience or strengths

  • • Good sense of balance, flexibility to input (Ex: opinions of others and new information)

  • • Ability to see big picture dynamism in the global market and discuss the investment/business portfolio with a big picture view

  • • Ability to direct organization transformation to draw out the abilities of officers and employees to the maximum

The Company considers the above elements and skills as necessary conditions when nominating director candidates.

In addition, the Company considers skills other than the above and particular skill strengths of each director valuable to realize the Company mission, vision, and value, as well as the business strategy, as described in Attachment 3 "Board of Directors and Director Skills" of this Report.

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DeNA Co. Ltd. published this content on 01 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 April 2024 06:39:05 UTC.