To Shareholders:

Matters Subject to Measures for Electronic Provision

When Convening the 162nd Annual Meeting of Shareholders

for the Year Ended December 31, 2022

  • Business Report
    Matters Related to Subscription Rights to Shares Basic Policy Regarding Control over the Company Internal Control Systems
  • Consolidated Financial Statements

Consolidated Statement of Changes in Equity

Consolidated Notes

  • Non-consolidatedFinancial Statements

Non-consolidated Statement of Changes in

Shareholders' Equity

Individual Notes

In accordance with the provisions of laws and regulations and Article 14 of the Company's Articles of Incorporation, the above matters are excluded from the paper- based documents delivered to shareholders who have made a request for delivery of documents stating matters for which measures for providing information in electronic format are to be taken.

March 1, 2023

Lion Corporation

Matters Related to Subscription Rights to Shares

Overview of Subscription Rights to Shares Held by the Company's Directors/Audit & Supervisory Board Members (as of December 31, 2022)

Subscription

Type and No. of Stock

Exercise

Number of

Date of Resolution for Issue

Rights to

as Objects of

Exercise Period

Subscription Rights to

Price

People

Shares

Shares

March 28, 2008

Common

7,203

From April 15, 2008

(i)

(Extraordinary Board of

7,203 units

1 yen

1 person

to April 14, 2038

Directors' meeting) (Note 1)

stock

shares

(Note 2)

March 27, 2009

Common

7,267

From April 15, 2009

(ii)

(Extraordinary Board of

7,267 units

1 yen

1 person

to April 14, 2039

Directors' meeting) (Note 1)

stock

shares

(Note 2)

March 30, 2010

Common

11,017

From April 15, 2010

(iii)

(Extraordinary Board of

11,017 units

1 yen

1 person

to April 14, 2040

Directors' meeting) (Note 1)

stock

shares

(Note 2)

March 30, 2011

Common

11,267

From April 18, 2011

(iv)

(Extraordinary Board of

11,267 units

1 yen

1 person

to April 17, 2041

Directors' meeting) (Note 1)

stock

shares

(Note 2)

December 27, 2011

Common

3,346

From January 12, 2012

(v)

(Board of Directors'

3,346 units

1 yen

1 person

to January 11, 2042

meeting) (Note 3)

stock

shares

(Note 2)

March 29, 2012

Common

40,138

From April 17, 2012

(vi)

(Extraordinary Board of

40,138 units

1 yen

3 persons

to April 16, 2042

Directors' meeting) (Note 1)

stock

shares

(Note 2)

March 28, 2013

Common

41,511

From April 15, 2013

(vii)

(Extraordinary Board of

41,511 units

1 yen

3 persons

to April 14, 2043

Directors' meeting) (Note 1)

stock

shares

(Note 2)

March 28, 2014

Common

32,504

From April 15, 2014

(viii)

(Extraordinary Board of

32,504 units

1 yen

3 persons

to April 14, 2044

Directors' meeting) (Note 1)

stock

shares

(Note 2)

March 27, 2015

Common

28,725

From April 13, 2015

(ix)

(Extraordinary Board of

28,725 units

1 yen

3 persons

to April 12, 2045

Directors' meeting) (Note 1)

stock

shares

(Note 2)

March 30, 2016

Common

17,589

From April 18, 2016

(x)

(Extraordinary Board of

17,589 units

1 yen

3 persons

to April 17, 2046

Directors' meeting) (Note 1)

stock

shares

(Note 2)

(Note 1) At the 146th Annual Meeting of Shareholders held on March 29, 2007, it was approved that subscription rights to shares shall be issued to Lion's directors (excluding external directors) with the upper limit of the compensation amount (¥70 million per fiscal year) for stock options as stock-based compensation by resolution of Lion's Board of Directors, as a plan replacing retirement benefits. Based on this approval, it is resolved, at the extraordinary meeting of the Board of Directors held after the end of the Annual Meeting of Shareholders for each fiscal year, to issue subscription rights to shares for stock options as stock-based compensation to Lion's directors (excluding external directors) with the exercise price of ¥1 per share.

(Note 2) The exercise period shall be within the stated period and determined by Lion's Board of Directors. When one year has passed since a director assumed the position of director of Lion (except for cases of retirement by death), the director may exercise his or her subscription rights to shares only during the period up to the day on which 10 days pass from the day following the date when he or she loses that position.

(Note 3) To Itsuo Hama, a director, who took office as president as of January 1, 2012, 3,346 units of subscription rights to shares for stock options as stock-based compensation, which are equivalent to the difference with the amount equivalent to the option value of subscription rights to shares of which the issuance was resolved at the extraordinary meeting of the Board of Directors held on March 30, 2011, were additionally issued on January 12, 2012 by the resolution at the Board of Directors' meeting held on December 27, 2011. The amount of compensation to Lion's directors (excluding external directors) including the additionally issued portion is within the limit of ¥70 million per fiscal year.

(Note) In the exercise of each of the above subscription rights to shares, Lion plans to appropriate treasury stock, and the total number of outstanding shares is not expected to increase.

1

Basic Policy Regarding Control over the Company

1. Basic Policy and Overview of Special Initiatives to Contribute to Its Implementation

Lion believes that persons who control the Company's decision making over financial matters and business policies should fully understand Lion's corporate philosophy, sources of corporate value and the relationship of trust it has with stakeholders who support the Company in order to secure and improve corporate value and to act in the common interests of shareholders in a continuous and sustainable manner.

At the same time, Lion holds that final decisions concerning any proposal of acquisition that would involve a transfer of control of the Company must ultimately be based on the collective will of its shareholders. This is not meant to imply opposition to a large-scale acquisition of Lion's shares if such acquisition is to be to the benefit of corporate value and the common interests of shareholders.

Nevertheless, in some cases large-scale acquisitions are undertaken clearly for the purpose of undermining Lion's corporate value and the common interests of shareholders; are intended to force shareholders to sell their shares; or are pushed forward without provision of sufficient time and/or information to Lion's Board of Directors and shareholders so that they may examine suggestions regarding the acquisition proposal and alternatives. Thus, such cases can impair Lion's corporate value and the common interests of shareholders.

The Company resolved not to continue the anti-takeover measures against large-scale purchases of the Company's shares (anti-takeover measures) at the Board of Directors held on January 29, 2021. However, in the event of the emergence of a large-scale purchaser who may damage the corporate value or the common interests of shareholders, the Company will consult with the Corporate Governance Committee, which is composed solely of external directors and external Audit & Supervisory Board members, in order to eliminate any arbitrariness and to enhance the objectivity and rationality of the Board of Directors. The Board of Directors will respect the recommendations of the Committee to the maximum extent possible and, after thorough deliberation, will take necessary and appropriate measures in accordance with the Companies Act, Financial Instruments and Exchange Act, and other relevant laws and regulations. If a decision by the shareholders is necessary to ensure the corporate value of the Company and the common interests of the shareholders, the Company will hold a Shareholders Meeting as soon as possible.

To contribute to the implementation of the above Basic Policy, the Company will vigorously execute strategies aimed at achieving the management vision outlined in "I. Current Conditions of the Lion Group 5. Management Issues" of the Business Report, and will endeavor to enhance the corporate value and the common interests of shareholders.

2

Internal Control Systems

Matters that Lion resolved as the internal control system are as follows.

  1. Basic Approach to and Status of the Internal Control System

1. Structure to Ensure that the Execution of Duties of the Lion Group's Directors and Employees Complies with Legal Requirements and the Company's Articles of Incorporation

  1. Basic Stance
    1. The Lion Group Charter for Corporate Behavior and Behavioral Guidelines shall provide the platform for the Company's compliance structure.
    2. The president shall provide constant reinforcement regarding the basic spirit and essence of the Lion Group Charter for Corporate Behavior among directors, executive officers, Audit & Supervisory Board members and employees with the aim of increasing awareness and understanding of corporate ethics. Each and every member of the Lion Group shall adopt and pursue the credo that compliance underpins every facet of the Group's business activities.
  2. Compliance Structure
    1. The Company shall maintain a Corporate Ethics Committee chaired by the director responsible for corporate ethics, an appointee from the Board of Directors. Covering the entire Group, this committee shall formulate and implement specific initiatives to ensure greater awareness of and compliance with corporate ethics. In the event of a violation of the Lion Group Charter for Corporate Behavior or Behavioral Guidelines, if deemed necessary by the Corporate Ethics Committee, an Ethics Investigation Committee shall be established to work toward the resolution of the issue. The Ethics Investigation Committee shall comprise specialists from outside the Group, including lawyers and certified public accountants.
    2. The Group shall designate a general manager responsible for corporate ethics who reports to the director responsible for corporate ethics. The general manager responsible for corporate ethics shall enhance and maintain the Group's compliance structure and identify and implement necessary education and training for each Group department. Complementing these measures, the Human Resources Development Center shall conduct necessary education and training as part of level-specific education. Each department shall also formulate its own rules and manuals in line with relevant laws and regulations and operate in accordance with said rules and manuals.
    3. In an effort to reinforce the supervisory function of Lion's Board of Directors, external directors who do not engage in any executive function within the Group shall be appointed to the Board.
    4. The Group shall maintain an Advisory Committee, comprising experts from outside the Company, to provide third-party opinions and advice on matters relating to legal compliance and management policy.
    5. The Group shall maintain an Auditing Office as its internal auditing division.
    6. Lion's Auditing Office shall conduct internal audits of Group companies.
    7. Lion shall dispatch Audit & Supervisory Board members to Group companies. Audit & Supervisory Board members shall conduct audits in accordance with regulatory requirements.
    8. Members of the Auditing Office, the general manager responsible for corporate ethics, members of the Corporate Planning Department and the Legal Department, and the

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Audit & Supervisory Board members shall maintain close communications with each other. In this manner, Lion shall promptly identify issues and problems relating to compliance and the compliance structure.

    1. Lion shall refer to its work regulations to determine the course of action in the event an employee contravenes any law or the Company's Articles of Incorporation. The Corporate Ethics Committee shall prepare and submit its final decision to the Board of Directors in the event a director contravenes any law or the Company's Articles of Incorporation.
    2. Besides items (2) (i) through (ix) above, a "AL Heart Hotline" has been established to provide direct contact with the general manager responsible for corporate ethics and external lawyers. This hotline forms a part of the Group's internal reporting system designed to address any legal breach or matter concerning compliance. In addition, the "Quality Information Hotline" has been established. In cases of doubt about product quality, personnel responsible for product development may utilize this internal reporting system to report directly to the general manager of the Reliability Assurance Department. These hotlines shall be managed based on separately prepared guidelines.
    3. In the event Audit & Supervisory Board members uncover an issue relating to the Group's compliance structure or the management of its internal reporting system (identified in item (2) (x) above), they shall provide opinions to the director responsible for corporate ethics and call for the necessary corrective measures to be formulated.
  1. Response in the Event of Emergency
    1. The Emergency Response System shall apply to any emergency relating to legal requirements and corporate social responsibility (CSR). Under the system, the general manager of the General Affairs Department shall report such incident to the president, the director responsible for corporate ethics and the Audit & Supervisory Board members. The director of the relevant department or the Emergency Response Committee, chaired by the president, shall implement appropriate measures to resolve the situation, formulate measures to prevent recurrences and submit a report to the Executive Committee and the Board of Directors.
    2. The procedures outlined above in item (3) (i) shall be adopted in the event a director or employee of a Group company uncovers a serious breach of any legal requirement or any significant matter relating to compliance by a Group company.
    3. In the event that Group companies recognize that management guidelines or instructions from Lion contravene the law or raise issues relating to compliance, the matter shall be immediately reported to the Company's president, director responsible for corporate ethics and Audit & Supervisory Board members. The director responsible for corporate ethics, in collaboration with the Audit & Supervisory Board members, shall resolve the situation and formulate measures to prevent recurrences.

2. Management Structure for Maintenance and Storage of Information Concerning the Execution of the Duties of Lion's Directors

  1. Representative directors and executive directors shall report on the status of their own executive duties to the Board of Directors in accordance with legal requirements.
  2. The representative director shall formulate information preparation, maintenance and storage rules relating to the execution of directors' duties as a part of the Company's information management rules.
  3. Directors shall maintain and store information pertaining to the execution of their duties in accordance with the information management rules.

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Disclaimer

Lion Corporation published this content on 27 February 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 March 2023 11:19:57 UTC.