Japan Investment Adviser : Corporate Governance Report

[Notes of caution]

This document is an English translation of the Japanese original. In the event of any differences or inconsistencies between the Japanese and English versions, the Japanese language version shall take precedence.

Last Update: March 30, 2022

Japan Investment Adviser Co., Ltd.

Naoto Shiraiwa, President and CEO

Contact: PR and IR Group: +81-3-6550-9307

Stock code: 7172

https://www.jia-ltd.com/

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

I.

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

1. Basic Views Updated

JIA group will strive for sustainable enhancement of corporate value through ensuring effective corporate governance. Therefore, we will practice the following:

• 1) Corporate ethics, legal compliance, and improvement in understanding and awareness of diversity

• 2) Improvement in the effectiveness of the internal control system

• 3) Highly transparent management system

• 4) Building trustful relationships with stakeholders

At meetings of the Board of Directors of JIA, Inside Directors and highly independent Outside Directors have deliberations to make swift, transparent decisions. In addition, Audit & Supervisory Board Members strictly oversee and check the legality and efficiency of business operations of Directors, the appropriateness of their decision-making process, etc. and strive to improve their function to audit business administration.

[Reasons for Non-compliance with the Principles of the Japan's Corporate Governance Code] Updated

[Supplementary Principle 1-2-4 The Environment surrounding the Exercise of Electronic Voting Rights, Providing Convocation Notices in English]

JIA does not use a platform for electronic exercise of voting rights. In consideration of the percentage of institutional investors among our company's shareholders, etc., we will consider using the platform.

As for convocation notices, the reference material of the 16th annual meeting of shareholders has been provided in English.

[Supplementary Principle 2-4-1 Ensuring Diversity in the Promotion to Core Human Resources]

In step with the globalization and diversification of our business, we are committed to hiring and promoting employees based on their experience and abilities.

The following items are not disclosed.

-Approaches to ensuring diversity in the appointment of core personnel, etc. -Specific, voluntary, and measurable goal setting

-Human resource development policy

-In-house environmental policy

We will continue to work on the formulation of policies to improve our corporate value over the medium and long term.

[Status of efforts for ensuring diversity in the appointment of women, foreign nationals, and mid-career hires to management positions and in the recruitment of core personnel]

i. Women

We recognize that the promotion of women to management positions is a fundamental requirement for a company to develop as a member of society. We will build an organization in which women can demonstrate their abilitiesregardless of gender, and will increase the ratio of women in management positions.

• ii. Foreign Nationals

  In line with the globalization of our business, we have an overseas subsidiary in Ireland that will become the core of our group. Locally hired staff and Japanese staff work closely together to conduct business activities. We will continue to develop an environment in which people who can offer diverse ways of thinking can play an active role as core personnel, both in Japan and overseas.

• iii. Mid-career hires

  Mid-career hires with diverse backgrounds in terms of values and ways of thinking are performing well as core personnel.

[Supplementary Principle 4-2-2 Basic policy for the Company's Sustainability]

JIA has not formulated a basic policy on sustainability. We consider that addressing issues surrounding sustainability is an important management mission, and we will work on it as a medium-term mission. In addition, we will establish an effective supervision system for investment in human capital and intellectual property, allocation of management resources, and execution of strategies related to our business portfolio.

[Supplementary Principle 4-11-3 Analysis and Evaluation of Effectiveness of the Board of Directors]

JIA has established an opportunity for all Directors and Audit & Supervisory Board Members to conduct self-evaluation once a year and report the details of the analysis and evaluation at a meeting of the Board of Directors. As we believe that the effectiveness of the system is generally ensured, we have not yet disclosed analysis and evaluation, but will consider disclosure in the future.

[Principle 5-2 Establishing and Disclosing Business Strategies and Business Plans]

JIA refrained from disclosing our medium-term management plan and target management indicators due to the uncertain future of the business environment during the COVID-19 pandemic.

However, we are aware of the increasing demand from the capital market, and we believe that we should actively disclose and explain this information in the future.

[Disclosure Based on the Principles of the Japan's Corporate Governance Code] Updated

[Principle 1-4 Cross-Shareholding]

The JIA Group may hold shares for achieving sustainable growth and improving its corporate value, as part of its management strategies, including the maintenance and cementing of good business relationships and the forming of business alliances. As of the submission of this document, JIA does not hold any listed shares strategically.

When exercising the voting rights of strategically held shares, JIA will check whether proposals would degrade shareholder value and determine whether or not to approve the proposals.

[Principle 1-7 Related Party Transactions]

JIA has established the following systems so that transactions with executives, major shareholders, or others (transactions with related parties) will not harm the common interests of the Company and shareholders.

・Directors' transactions with related parties require a resolution of the Board of Directors in accordance with "the Regulations for the Board of Directors," and the results of said transactions are reported to the Board of Directors. ・"The Compliance Manual," which sets forth the basic policy of the JIA Group for promoting compliance, has explicit provisions for prohibiting conflict-of-interest transactions, etc. and eliminating unfair, preferential transactions.

[Principle 2-6 Roles of Corporate Pension Funds as Asset Owners]

JIA has not established a company pension system.

[Principle 3-1 (ⅰ) Corporate Vision (Management Philosophy, etc.), Management Strategy, and Management Plan]

The management philosophy of JIA is "to keep contributing to society by offering financial services." Please refer to the Convocation Notices for General Meetings of Shareholders, Annual Securities Report, and the website athttps://www.jia-ltd.com/en/aboutus/philosophy/.

The three core businesses are the Operating Lease, Renewable Energy, and Parts Out & Conversion businesses. In addition to these 3 core businesses, JIA operates the businesses of M&A Advisory, Insurance Agency, Private Equity, etc. The basic strategy of the JIA Group is to enhance its corporate value by offering the financial solution business related to the above-mentioned diverse businesses, and the media business to investors around Japan.

[Principle 3-1 （ⅱ）Basic Views and Basic Policy on Corporate Governance]

These are described in "I. Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other Basic Information, 1. Basic Views" of this document, and Annual Securities Report. Please refer to them.

[Principle 3-1 （ⅲ）Policy and Procedure for Determining Compensation of Directors andAudit & Supervisory Board Members]

These are described in "II. Business Management Organization and Other Corporate Governance Systems Regarding Decision-making, Execution of Business, and Oversight in Management 1. Organizational Composition and Operation [Director Compensation]" of this document, Annual Securities Report, and the Convocation Notices for the 16th General Meetings of Shareholders. Please refer to them.

[Principle 3-1 （ⅳ）Policy and Procedure for Nomination and Dismissal of Directors and Audit & Supervisory Board Members]

Candidate Directors and Audit & Supervisory Board Members are determined through deliberations of the Board of Directors after receiving the nomination/remuneration committee's report while putting importance on the balance among knowledge, experience, skills, etc. in the Board of Directors as a whole and the external environment. Proposals for appointment of Audit & Supervisory Board members are submitted after receiving an approval of the Audit & Supervisory Board.

[Principle 3-1 （ⅴ）Providing Explanations for Individual Appointments and Nominations for the Positions of Director and Audit & Supervisory Board Member]

The reasons for appointment of Directors and Audit & Supervisory Board Members are described in the section for introducing executives in the Convocation Notices for General Meetings of Shareholders and the website of JIA. As for candidate Directors and Audit & Supervisory Board Members, the reasons for selecting them are described in the proposals for appointment mentioned in the Convocation Notices for the 16th General Meetings of Shareholders.

[Supplementary Principle 3-1-3 Disclosure Related to Sustainability]

In accordance with our management philosophy, we are committed to sustainability by promoting Renewable Energy Business, etc.

We consider that addressing issues surrounding sustainability is an important management mission, and we will work on it as a medium-term mission.

[Supplementary Principle 4-1-1 Overview of the Scope of Delegation to Management]

While considering its responsibility toward shareholders, the Board of Directors makes important decisions for business execution and supervise business execution. By doing so, it aims to achieve the sustainable growth of JIA and improve its corporate value. According to the Regulations for the Board of Directors, only important items that require a resolution of the Board of Directors are discussed by the Board of Directors, and decision making about other items are left to the management.

For private equity investments, to make decisions quickly, the Board of Directors determines the investment quota, and then individual projects are deliberated by the Investment Review Committee, which consists of Representative Directors, Outside Directors, and others.

[Principle 4-9 Independence Standards for Outside Officers]

The criteria for judging independence are described in "II. Business Management Organization and Other Corporate Governance Systems Regarding Decision-making, Execution of Business, and Oversight in Management [Independent Officers], Other matters concerning independent officers" of this document and Annual Securities Report. Please refer to them.

[Supplementary Principle 4-10-1 Establishment of Independent Advisory Committee]

JIA has established the Nominees and Compensation Advisory Committee, which consists of at least three Directors, including Independent Outside Directors. In accordance with the Rules of the Nominees and Compensation Advisory Committee, which stipulate the provisions on operation of the said committee, our company has a policy of consulting with the Nominees and Compensation Advisory Committee before submitting important matters to the Board of Directors, including the election and dismissal of Directors, the dismissal of Representative Directors, and the determination of the amount of remuneration for Directors.

[Supplementary Principle 4-11-2 Concurrent Appointments of Directors and Audit & Supervisory Board Members]

The concurrent posts of Directors and Audit & Supervisory Board Members of JIA are described in the Convocation Notices for General Meetings of Shareholders, Annual Securities Report, and the section for introducing executives inthe website of JIA.

The important concurrent posts of Outside Directors and Audit & Supervisory Board Members are described in "II.

Business Management Organization and Other Corporate Governance Systems Regarding Decision-making, Execution of Business, and Oversight in Management [Items related to Directors] and [Items related to Audit & Supervisory

Board Members]" of this document. Please refer to them.

[Supplementary Principle 4-14-2 Policy on Training Directors and Audit & Supervisory Board Members]

JIA conducts appropriate education and training, so that Directors and Audit & Supervisory Board Members can fulfill their roles and duties properly. Corporate lawyers regularly give lectures about the obligations and responsibilities of

Directors and Audit & Supervisory Board Members.

[Principle 5-1 Policy for Constructive Dialogue with Shareholders]

JIA holds constructive dialogues with shareholders, in order to achieve sustainable growth and improve its mid/long-term corporate value.

The Director and General Manager of Corporate Administration Division manages the dialogues, and the PR/IR group serves as an exclusive section.

The section in charge of IR cooperates closely with related sections, and engages in IR activities.

For shareholders and investors, the Representative Director and President holds results briefing sessions, while executives in charge and the PR/IR group deal with inquiries from them by telephone , email or through personal interviews.

The opinions, etc. of shareholders received through dialogue are shared by the Representative Director and President and the Board of Directors.

The "Disclosure Policy," which summarizes the basic policy for disclosing IR information, is described in the IR page of the website of JIA at:https://www.jia-ltd.com/en/ir/disclaimer/. Please refer to the website.

As for insider information management, the Company has produced the group-wide "Regulations for Preventing Insider

Trading," so that executives and employees of companies of the JIA Group would follow them. Like this, JIA is striving to manage important facts appropriately and prevent insider trading.

2. Capital Structure

[Status of Major Shareholders] Updated

• 1. The status of the above major shareholders and percentage of foreign shareholders is based on the list of shareholders as of December 31, 2021.

• 2. The Company holds 540,392 treasury stocks, which are excluded in the above list. The percentage is calculated after deducting the number of treasury stocks from that of total outstanding shares.

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