Corporate Governance Report

Last Update: December 26, 2023

Niterra Co., Ltd.

President & COO Takeshi Kawai Contact: Business Management Department, Global Strategy Division Securities Code: 5334 https://www.ngkntk.co.jp/english/

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

  1. Basic Views on Corporate Governance, Capital Structure, Corporate Profile and

Other Basic Information

1. Basic Views

Guided by our corporate philosophy under the slogan "With established trust and confidence inside and outside the company, we aim to contribute to the peoples of the world by creating and putting at their disposal new values for the future", we have established, and are working to enhance, our corporate governance system to promote management aimed at increasing our corporate value over the medium to long term. Our basic view on corporate governance is to build relationships of trust with our shareholders, customers, business partners, employees, local communities, and other stakeholders through management that ensures fairness and a high degree of transparency, and to develop and operate management framework and internal control system to achieve sustainable growth through efficient and sound management.

[Reasons for Non-compliance with the Principles of the Corporate Governance Code]

The Company complies with all of the principles set forth in the Corporate Governance Code.

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

The definitions of terms used below are as follows:

Management: executive directors and all corporate officers

Senior Management: executive directors and executive officers

[Principle 1-4:Cross-Shareholdings] 1. Policy on Cross-Shareholdings

The Company holds shares that it has determined will lead to enhancement of the Company's corporate value after verifying the medium- to long-term economic rationality based on maintaining and strengthening ongoing and stable business relationships with clients, suppliers, and other business partners as a fundamental principle. Each year, the Board of Directors verifies the effects of these holdings from the perspectives of their rationality and enhancement of corporate value based on comparisons of capital costs and medium- to long-term risks and returns for each holding, and in cases where a determination is made that continued holding of a particular stock is not suitable, the Company sells the stock while appropriately monitoring market trends.

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2. Standards on the Exercise of Voting Rights

With regard to the exercise of voting rights regarding shares that it holds, the Company makes determinations whether to vote for or against each resolution from the perspective of whether the vote will contribute to raising the corporate value of the issuing company and the Company. In cases of resolutions for the election of officers, for appropriation of surplus, or that will have a substantial impact on shareholder value in particular, the Company exercises its voting rights in accordance with the Standards on the Exercise of Voting Rights.

[Principle 1-7: Procedures and Frameworks Regarding Transactions with Interested Parties]

To ensure that the common interests of the Company and its shareholders are not damaged by transactions with interested parties, such transactions require the approval of the Board of Directors under laws and regulations as well as internal rules and the results of such transactions must be reported to the Board of Directors.

[Supplementary Principle 2-4-1: Ensuring diversity in recruitment of core personnel, etc.]

The Group positions diversity, equity and inclusion as one of its most important management strategies, recognizing that support for employees with diverse qualities to fully realize their own capabilities will lead to the sustainable growth of the Group and ensure the well-being of all its employees. In the area of "Global Human Resource Management," which constitutes one of the priority issues (materialities), the Group has identified "promotion of women, foreign nationals, and mid-career recruits" to be the main action item, and aims to bring the ratio of women, foreign nationals, and mid-career recruits in managerial positions to 25% or higher of the total management in the fiscal year ending March 31, 2030, by incorporating diversity into management personnel, in order to have diverse values reflected in business management, respond to the rapidly changing market environment, and achieve medium- to long-term growth of the Group. The implementation status will be disclosed on the Company's website and in the Integrated Report every year.

Status of our efforts regarding women, foreign nationals, and mid-career recruits, policy regarding human resources development, internal environment development, and other matters to ensure diversity are presented on the Company's website.

Diversity, Equity & Inclusion https://ngkntk.disclosure.site/en/themes/197/

Sustainability Data Book https://ngkntk.disclosure.site/en/themes/187/

The Group's basic policy to diversity, equity and inclusion is to create a workplace in which diverse human resources can work enthusiastically, regardless of their gender, sexual orientation, age, disabilities, nationality, lifestyle, or personality, and to utilize new values and ideas that are created from this workplace. Based on this policy, we will continue to implement each measure.

[Principle 2-6: Function as a Corporate Pension Asset Owner]

The Company has a defined benefit pension system intended to stably build employee assets. The Company established the Pension Fund Committee to perform effective asset investment operations, including discussing and determining policies regarding general pension asset management and selecting and evaluating investment organizations in accordance with the Pension Fund regulations.

The Pension Fund Committee includes human resources with appropriate qualifications such as the heads of the accounting department and the human resource department as well as labor union executives as representatives of the beneficiaries. To supplement and enhance the degree of specialization as a corporate pension fund, investment consultants are hired as outside experts, and comprehensive monitoring of investment results and policies of asset managers, investment structures, investment processes, and so on is conducted at the pension fund asset investment performance report meetings held each quarter. The results are reported each year to Management Meeting.

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[Principle 3-1: Full Disclosure]

1.Company Objectives(e.g. Business Principles), Business Strategies, and Business Plans

The Company's Corporate Philosophy, Long-Term Management Plan and Medium-Term Management Plan are posted on the Company websites specified below and are explained through financial results briefings, investor relations activities, and other means.

Corporate Philosophy https://www.ngkntk.co.jp/english/corporate/philosophy/corporate_philosophy.html

Long-Term Management Plan https://www.ngkntk.co.jp/english/ir/management/long_term_management_plan.html

Medium-Term Management Plan https://www.ngkntk.co.jp/english/ir/management/pdf/medium-term_management_plan_e.pdf

2. Basic Views and Guidelines on Corporate Governance Based on Each of the Principles of the Code

The Company's basic policy regarding corporate governance is set forth in this report under "1. Basic Views" in "Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other Basic Information."

3. Board Policies and Procedures for Determining the Remuneration of the Senior Management and Directors Remuneration of directors (excluding directors who are Audit and Supervisory Committee members and outside directors) and corporate officers comprises base remuneration paid in cash, bonuses linked to the degree of achievement of the Company's performance over the course of a single year and other factors, and performance-linked,stock-based remuneration that is determined according to rank and the degree of achievement of performance targets set forth in the medium-term management plan and so on. This structure is intended to raise awareness regarding the contribution to improving corporate performance and maximizing corporate value over the medium- to long-term and is based on a fundamental policy of directors and corporate officers sharing interests with shareholders through ownership of Company shares.

Remuneration of directors who are Audit and Supervisory Committee members and outside directors comprises only fixed remuneration.

Furthermore, based on the Board of Directors' request for opinions, the Remuneration Committee, in which a majority of the members are independent outside directors, deliberates on matters related to remuneration of directors (excluding directors who are Audit and Supervisory Committee members) and corporate officers, including the appropriateness of policies, procedures, and systems, as well as the appropriateness of the proposed remuneration of each director (excluding director who are Audit and Supervisory Committee members) and corporate officer, and delivers its opinions to the Board of Directors. This serves to ensure transparency and fairness of decisions and conduct efficient and fulfilling discussion regarding remuneration of directors and corporate officers.

4. Board Policies and Procedures in the Appointment and Dismissal of the Senior Management and the Nomination of Director Candidates

The Company believes that it is important for the Board of Directors to comprise diverse human resources with different backgrounds, including expertise and experience, in order to achieve sustainable growth and enhancement of corporate value over the medium to long term. Director candidates shall be individuals possessing extensive experience, high-level insight, and advanced expertise, with due attention to ensuring diversity of gender, nationality, work experience, age, and other aspects. In addition, the majority of the Board of Directors are independent outside directors to hold discussions from various perspectives and ensure transparency and objectivity of decision-making at the Board of Directors.

For the nomination of director candidates, the Nomination Committee, in which a majority of the members are independent outside directors, is established as an advisory body to the Board of Directors. To ensure reasonableness and transparency and conduct efficient and fulfilling discussion regarding nomination of director candidates, the Board of Directors adopts resolution on nominations following deliberation by the Nomination Committee, for submission to the General Meeting of Shareholders.

With regard to directors who are Audit and Supervisory Committee members, candidates shall be individuals possessing expertise and insights required for conducting audits and supervision, as well as extensive knowledge and experience in a wide range of fields, to ensure that they can perform the vital roles and

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responsibilities expected of them. Nomination of directors who are Audit and Supervisory Committee member candidates is made by resolution of the Board of Directors following deliberation by the Nomination Committee and with the consent of the Audit and Supervisory Committee, for submission to the General Meeting of Shareholders.

Senior management can be dismissed in cases of improper conduct or serious violation of laws and regulations or the Articles of Incorporation in the course of performing duties or in the case where a determination is otherwise made that it would be unfeasible for the relevant individual to properly perform his or her duties. Following deliberation by the Nomination Committee, dismissal of a senior manager is decided by resolution of the Board of Directors.

5. Explanations with respect to the individual appointments, dismissals, and nominations based on 4 Information regarding the reasons for selecting of each director candidates is described in notice of convocation of shareholders meeting which is posted on the Company website specified below.

Ordinary General Meeting of Shareholders https://www.ngkntk.co.jp/english/ir/events/shareholders.html

[Supplementary principle 3-1-3 Sustainability efforts, etc.] 1. Sustainability efforts

The Group's policy and implementation status of its sustainability efforts are disclosed on the Company's website, in the Integrated Report, etc. Regarding the priority issues (materialities) for each area of ESG, specific measures for achieving the targets are presented in the Long-term Management Plan and in the Medium-term Management Plan.

Sustainability efforts https://ngkntk.disclosure.site/en/

Integrated Report https://www.ngkntk.co.jp/english/ir/library/integration_report.html

Long-term Management Plan

https://www.ngkntk.co.jp/english/ir/management/long_term_management_plan.html

Medium-term Management Plan https://www.ngkntk.co.jp/english/ir/management/management_plan.html

2. Investment in human capital, etc.

To achieve business portfolio transformation and realize sustained growth, the Group upholds "Change with Will!!" as the guiding principle in its Long-term Management Plan, based on which the Group will swiftly carry out reforms to transform its organizations and business structure, and evolve into a company that, working with its diverse and committed human resources, can coexist with the world and society.

To achieve the Long-term Management Plan, the following priority measures are implemented that are in line with the basic policy for human resources strategy set out in the Medium-term Management Plan, which is to foster a proactive culture that will serve as the groundwork in creating new values for reform, to cultivate self-disciplined, creative people who fulfill their role and responsibility with a will without being bound by the status quo, to promote assignment of the right people to the right positions for optimal human resources allocation, and to put in place evaluation and remuneration systems to reward achievements and challenges regardless of background.

(1) Skills mapping

  • From the perspective of developing human resources for "improving efficiency of existing businesses and creating new businesses," we use a skills map to visualize skills and knowledge required in the business areas that the Group focuses on based on its core competence. We then clarify the skills and experience that the employees currently possess, to identify the gaps with the "desired human resources portfolio (To Be)."
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  • Once the gaps with "To Be" become clear, we implement measures from the two approaches of "short-term measures (bringing in outside talents, collaboration with external organizations)" and "long-term measures (human resources development, etc.)."

(2) Development of the next management team

  • We are implementing "Management Sparring Dojo," which is the Company's unique management development program for the management team, whose objective is to cultivate competencies and viewpoints that would be required of people who would have management responsibilities as members of the next management team (next Corporate Management Committee members). The purpose of "Management Sparring Dojo" is not simply to cultivate the attitude and thinking required of the next management team, but also to help participants acquire knowledge that a business manager should possess (on subjects including ESG, science, and geopolitics).

(3) Succession planning for important positions

  • For the key positions within the Group (mainly deputy section heads and above of the Company and domestic Group companies, and presidents of overseas Group companies), we are developing succession plans for the purpose of making clear whether we as an organization have sufficient successor candidates available for the stable operation and sustainable growth of each organization and ultimately of the whole Group. In the succession plans, successor candidates for the key positions are identified for each of the three timelines of short term (below one year), medium term (one to three years ahead), and long term (five years later).

(4) Increasing employee engagement

  • In addition to the employee satisfaction survey that we have been conducting once every year, we are also measuring, when appropriate, employee engagement with the Group generally, in a bid to improve employee engagement, for quantitative analysis of how the various initiatives taken contribute to employee motivation.
  • With the recognition that improving employee engagement is an important management issue, changes in employee engagement metrics have been adopted from fiscal 2022 as one of the indicators to be used in calculating bonuses for officers.

(5) Promoting development of human resources to drive digital transformation

  • We are actively pushing forward with development of human resources to drive digital transformation and realize the transformation of business portfolio as set forth in the Long-term Management Plan.
  • In fiscal 2022, we organized an education program on the basics of digital transformation (to promote understanding of the basic knowledge required for digital transformation) for all 7,516 employees of the Company and its domestic Group companies, from the viewpoint of improving their digital literacy.
  • In fiscal 2023, we are rolling out an education program for mid-level DX engineers (training for no-code tool developers, etc.) aimed at business improvement through use of digital technologies, and a program for senior-level DX engineers (training for data scientists, etc.) aimed at operational reform and creation of new businesses.

In addition to the foregoing, we continue to work on promoting work-style reform through use of remote working, digital tools, and other means to provide an environment for diverse working styles aimed at improving employee productivity, and on promoting diversity, equity and inclusion, which form the basis for employees with diverse qualities to create new values.

Further details on the Group's efforts in human resources investment, etc., along with related data, are disclosed on the Company's website and in the Sustainability Data Book.

Global Human Resource Management https://ngkntk.disclosure.site/en/themes/176/

Sustainability Data Book https://ngkntk.disclosure.site/en/themes/187/

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3. Investment in intellectual property, etc.

Intellectual property, which is the fruit of R&D, is one of the Group's important management resources. The Group acquires and manages appropriately its intellectual property rights, which contribute to protection and growth of its business, and uses them effectively. Further, in consideration of the global expansion of its products, the Group has been active globally in acquiring intellectual property rights that are the fruit of its R&D activities with high technological value. At the same time, the Group respects and makes every effort not to infringe on the intellectual property rights of other parties.

Based on these policies, we have formulated and are working on the following measures, for implementation during the current Medium-term Management Plan period, which are conducive to the achievement of the Long-term Management Plan.

  1. Protect new technologies and inventions from the development stage to the mass-production stage, and create intellectual property.
  2. Efficient search patents utilizing AI, and deploy high-value-added patent information within the Company.
  3. Negotiate and manage complex contract clauses regarding intellectual property based on legal knowledge.
  4. Protect the Group's brands, detect and eliminate counterfeit goods in coordination with customs offices and government agencies of countries around the world.
  5. Develop regulations and management rules that comply with laws and regulations of individual countries.
  6. Develop operational environment for the promotion of efficient intellectual property strategy, such as response to DX and implementation of working styles that meet the needs of the times.
  7. Organize intellectual property strategy study meetings to discuss and develop intellectual property activities necessary to achieve business strategies.

Information on the Group's R&D expenses, the number of newly published patent applications, and the situation of R&D activities in the most recent fiscal year is presented in the Integrated Report and the Annual Securities Report.

Integrated Report https://www.ngkntk.co.jp/english/ir/library/integration_report.html

Annual Securities Report https://www.ngkntk.co.jp/english/ir/library/financial_statements.html

4. Information disclosure based on TCFD recommendations

In July 2020, the Group announced its support to the TCFD (Task Force on Climate-related Financial Disclosures) recommendations, in line with which material information relating to climate change is disclosed on the Company's website.

Information Disclosure Based on TCFD Recommendations https://ngkntk.disclosure.site/en/themes/168/

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

In addition to those matters specified by laws and regulations and the Company's Articles of Incorporation, the Company's Board of Directors makes decisions on those matters specified as resolution matters in the Board of Directors Rules. Decisions regarding other matters of business execution are delegated to management on the president, corporate officers, and lower levels, and the details of such delegation are clearly set forth in basic policies, decision-making rules, and other internal rules.

[Principle 4-9: Independence Standards and Qualification for Independent Outside Directors]

In addition to the qualifications of outside directors specified in the Companies Act and the criteria on the independence of independent officers specified by financial instrument exchanges, the Company adopted its own Criteria for Election of Independent Officers and elects only persons who meet all of those criteria as independent outside directors.

The Criteria for Election of Independent Officers is set forth in this report "Matters relating to Independent Directors" under "1. Organizational Composition and Operation [Independent Directors]" in "Business Management Organization and Other Corporate Governance Systems regarding Decision-making, Execution of Business, and Oversight in Management".

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The Company appoints independent outside directors from among persons who have integrity, possess high level of knowledge and competency, and wide-ranging knowledge and extensive experience in their area of specialization or expertise that will enable them to provide advice concerning management in general from an outside and objective perspective at Board of Directors meetings.

[Supplementary Principle 4-10-1: Authority and Duty, etc. of Nominating Committee and Compensation Committee]

The Company has established a Nominating Committee and a Compensation Committee as advisory bodies to the Board of Directors. Authority and duty of both Committees are set forth in this report "1. Organizational Composition and Operation [Voluntary Establishment of Nomination Committee or Remuneration Committee]" in "Business Management Organization and Other Corporate Governance Systems regarding Decision-making, Execution of Business, and Oversight in Management".

[Supplementary Principle 4-11-1: Views on Balance and Diversity of Knowledge, Experience, and Skills within and Size of the Board of Directors as a Whole]

The Company's Board of Directors believes that it is important for the Board to comprise diverse human resources with different backgrounds, including specialized knowledge and experience, in order to achieve sustainable growth and increases in corporate value over the medium to long term. The Board is made up of human resources with extensive experience, high levels of knowledge, and advanced specialization, with consideration given to gender, nationality, work experience, and age, to achieve a good balance according to the business environment at a given time.

In addition, by making up the majority of the Board of Directors with outside directors who have experience and specialized knowledge gained under environments that differ from the Company, the Board can strengthen its supervisory function and engage in deliberations from various perspectives in an effort to ensure transparency and objectivity in decision making.

Director candidates are not excluded from consideration on the basis of their race, ethnicity, nationality, country of birth, cultural background, etc.

The Skills Matrix of the Board of Directors is are disclosed on the Company's website.

Corporate Governance https://ngkntk.disclosure.site/en/themes/182/

[Supplementary Principal 4-11-2: Concurrent Assignments of Directors]

Information regarding the status of concurrent assignments of outside directors is set forth in this report under "1.Organizational Composition and Operation [Directors]" in "Business Management Organization and Other Corporate Governance Systems regarding Decision-making, Execution of Business, and Oversight in Management".

Information regarding the status of concurrent assignments of directors other than outside directors is also provided in notice of convocation of shareholders meeting.

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

The Company conducted a questionnaire survey of Directors with evaluation items on the composition and operation of the Board of Directors, review of management strategies, etc., the status of supervision of the execution of business, and other topics relating to fiscal year 2022. Based on the survey results and other data, we evaluated the effectiveness of the Board of Directors. As a result, we confirmed that the Company's Board of Directors is sufficiently effective and that effective measures are implemented with respect to the following matters in particular

  • The roles and functions of the Board of Directors and the management team responsible for business execution are clearly defined, and the Board of Directors composition is appropriate in terms of knowledge, capabilities, experience, and diversity of background necessary to perform its roles and functions.
  • The Board of Directors has established appropriate internal controls and risk management structure to ensure proper compliance and support risk-taking, and supervises the status of operations through the Internal Audit Department, the Sustainability Committee, and the committees that are established under the Sustainability Committee.
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  • To ensure that appointment and dismissal of the management team members are conducted appropriately, the Nomination Committee appropriately evaluates whether execution of duties by the management team is performed from the perspectives of sustainable growth and corporate value.
  • The Board of Directors has confirmed that the design of the compensation scheme for the management team is consistent with the Company's management and business strategies, and maintains a good balance between short- and long-term targets and non-financial metrics and targets.
  • To ensure that compensation is set in a manner that provides appropriate incentives, the Remuneration Committee appropriately evaluates whether execution of duties by the management team is performed from the perspectives of sustainable growth and enhancement of corporate value.
  • The Board of Directors implements appropriate improvement measures regarding the key issues identified through evaluation of the effectiveness of the Board of Directors, and strives to enhance its effectiveness.

Among the issues identified in the fiscal 2021 evaluation of the effectiveness, the issue of "further enhancement of deliberation within the Board of Directors regarding medium- to long-term management strategies and monitoring of Medium-term Management Plan" was addressed in fiscal 2022 by introducing a new category of matters for discussion by the Board of Directors, aside from the existing categories of matters to be resolved and matters to be reported. This is the matters for consultation category that was introduced in conjunction with the transition to a company with Audit and Supervisory Committee, for the purpose of deliberating on medium- to long-term management policies. Another action taken was revision of the approval criteria for delegation of decision-making authority to the business execution side on individual business execution matters. Additionally, a regular status report on the progress of the Medium-term Management Plan is provided at the Board of Directors meetings. As a result of the foregoing, deliberation within the Board of Directors on medium- to long-term management strategies has been enhanced. However, the manner in which information is provided and agenda items are explained to reflect changes in deliberation matters has been identified as an issue that needs to be addressed going forward. With respect to "improvement of the prior distribution of materials and provision of explanations to outside directors," the Company concentrated its efforts on providing prior explanations to outside directors on important agenda items of the Board of Directors meetings, which led to enrichment and improved efficiency of discussions at the Board meetings.

Based on the results of the current effectiveness evaluation, items that are identified as being desirable for further improvement of the effectiveness of the Board of Directors include improvement of information provision and content of explanations relating to discussions by the Board of Directors on medium to long-term management strategies, and strengthening of supervision by the Board of Directors and the Nomination Committee on the management team's succession plans. Going forward, the Company will continue to maintain and enhance the effectiveness of the Board of Directors by addressing these issues.

[Supplementary Principle 4-14-2: Policy on Training for Directors]

The Company appropriately provides necessary support to directors so that they can properly perform their expected roles and duties.

Inside directors strive to acquire the knowledge necessary for them to perform their work duties by attending outside seminars and other means, and officer training attended by inside directors and corporate officers is held, and efforts are made to share information on and resolve management issues. Outside directors receive briefings on details of business and operations from each division and visit key offices to deepen their understanding of the Company, its Subsidiary or Affiliate Companies.

Audit and Supervisory Committee members attend outside seminars as appropriate to increase their understanding as Audit and Supervisory Committee members and gain knowledge on audit procedures, relevant laws and regulations, and financial accounting necessary for accounting audits.

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

The Company takes advantage of general shareholders meetings and various other opportunities to engage in constructive dialogue with shareholders in order to contribute to continuous growth and enhancement of corporate value over the medium- to long-term. Through such dialogues, the Company seeks to pay appropriate attention to the views of shareholders, clearly explain management policies to shareholders, and gain their understanding. The specific policy is as set forth below.

(1)The representative director oversees dialogues with shareholders in general and strives to conduct constructive dialogue with shareholders.

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(2)The directors responsible for financial strategy and corporate administration supervise the Accounting & Finance Department, Corporate Legal Department and Investor Relations Department and work with other related organizations such as the Corporate Strategy Department and business departments to support dialogue by management with shareholders.

(3)In addition to individual discussions with shareholders and institutional investors, briefings for investors and analysts and conference calls are conducted. The Company also actively participates in briefings for individual investors held by securities companies and others and works to enhance means of engaging in dialogue with shareholders and investors.

(4)Information and documents relating to investor briefings and so on are posted on the Company's website and information is disclosed.

(5)The details of dialogue with shareholders are reported to all directors, and the opinions and concerns of shareholders ascertained through such dialogue are considered and appropriate responses are investigated or such opinions and concerns are reflected in business operations.

(6)With regard to the management of insider information during such dialogues, the Company's relevant internal rules are followed and compliance is maintained by obtaining verification regarding information disclosures from outside attorneys.

2. Status of dialogue with shareholders and investors

Regular full-year and interim financial results briefings, as well as other briefings such as on businesses, specific themes, and ESG, are led by the president and other senior members of management according to the themes of the dialogue.

• Activities during fiscal 2022 (from April 1, 2022, to March 31, 2023)

Financial results briefings for institutional investors and securities analysts: twice

Financial results conference calls with institutional investors and analysts: 4 times

Briefings on businesses and specific themes for institutional investors and securities analysts: twice

ESG briefings: once

Online briefings for individual investors: once

Dissemination of information on the Company and on financial results to individual investors using social media: 6 times

Individual meetings with institutional investors and securities analysts: 235 times*

* Details of individual meetings

[Breakdown by stakeholder and other outside participant (total: 235 times)] Securities analysts: 57 times,

Domestic institutional investors: 85 times

Overseas institutional investors: 93 times

[Breakdown by attendee from the Company side (total for each of the main attendees) (total: 235 times)]

President: 23 times

Corporate officer (other than the president): 4 times

Sustainability department: twice

IR department: 206 times

[Action to implement management that is conscious of cost of capital and stock price]

The Company has indicated in its management plan the aim to generate revenue exceeding cost of shareholders' equity. As one of the KPIs set forth in the Medium-term Management Plan that started in April 2021, the Company is aiming to achieve an ROE of 13% in the fiscal year ending March 31, 2025. Meanwhile, ROIC management is also being pursued. To fully set in place improvement of investment efficiency in the operation of each in-house company, we have established KPIs for each company incorporating the priority measures, to achieve an ROIC target of 10% for all companies. Specific measures are described in the Integrated Report and Medium-term Management Plan posted on the Company's website.

Integrated Report https://www.ngkntk.co.jp/english/ir/library/integration_report.html

Medium-term Management Plan https://www.ngkntk.co.jp/english/ir/management/management_plan.html

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2. Capital Structure Updated

Foreign Shareholding Ratio

From 20% to less than 30%

[Status of Major Shareholders] Updated

Name / Company Name

Number of Shares Owned

Percentage (%)

The Master Trust Bank of Japan, Ltd. (Trust Account)

26,051,900

12.87

Meiji Yasuda Life Insurance Company

16,794,569

8.30

The Dai-ichi Life Insurance Company, Limited

16,752,850

8.27

Custody Bank of Japan, Ltd.(Trust Account)

9,090,400

4.49

National Mutual Insurance Federation of Agricultural

4,944,100

2.44

Cooperatives

Nippon Life Insurance Company

3,563,938

1.76

TOTO LTD.

3,095,163

1.52

JP MORGAN CHASE BANK 385632

3,007,246

1.48

The Nomura Trust and Banking Co., Ltd. (Investment Trust

2,912,200

1.43

Account)

NTK Business Partners Shareholding Association

2,811,741

1.38

Controlling Shareholder (except for Parent Company)

-

Parent Company

None

Supplementary Explanation Updated

  1. The status of major shareholders is based on the register of shareholders as of September 30, 2023.
  2. The percentage is calculated after deducting treasury stock (1,842,000 shares).
  3. MUFG Bank, Ltd. and its three corporate joint holders submitted a copy of a report on large stockholdings on June 5, 2023 and a report was received that MUFG Bank, Ltd. and its three corporate joint holders held 8,856,257 of the Company's shares (4.34%) as of May 29, 2023. However, 5,304,289 shares (2.60%) of these reported to be owned by Mitsubishi UFJ Trust and Banking Corporation are not included in the status of major shareholders because the Company was unable to confirm the actual holdings as of September 30, 2023.

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NGK Spark Plug Co. Ltd. published this content on 26 December 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 December 2023 08:04:32 UTC.