Members of the Board, Audit & Supervisory Board Members

Main Expertise and Background

Skills Matrix of Members of the Board and Audit & Supervisory Board Members

-The Board of Directors formulates and pursues Group-wide strategies and oversees the management of operating companies. Additionally, the Board carefully monitors the effectiveness of directors and executive officers from an objective position. Furthermore, the Board works to realize the Group Philosophy, promotes sustainable Group growth and medium to long-term improvements to corporate value, and strives to improve profitability and capital efficiency.

-We identified the skills that are essential to effectively perform such functions of the Board, and created the following skills matrix to clarify the skills required of individual directors.

-When changing the skills items, the Board of Directors decides on skills required of the Board based on consideration of role of the Board of Directors and after consulting with the Nomination Committee.

-For Audit & Supervisory Board Members, the Company has prepared a skills matrix similar to the one for directors to confirm the status of "finance and accounting" and "legal affairs and risk management" skills, which are critical to auditing business execution by directors.

Reasons for Selection and Definition of Skills

Management strategy	Skills required to lead and supervise medium and long-term improvements in corporate value through sustainable growth to realize the Group's vision of "continuing growing in Japan and the world by creating values which are one step ahead for food and health"
Global business	Skills required to support the confirmation of appropriate business environments and trends, and make decisions and supervise from a global perspective towards steadily capturing overseas markets as we aim to accelerate the speed of global development and become a truly global company
Sales and marketing	Skills required to lead and oversee the formulation of effective sales and marketing strategies towards securing an overwhelming advantage in core businesses and establishing a foundation for growth in overseas markets
Finance and accounting	Skills required to make judgments and supervise from a finance and accounting perspective to build a stable management foundation towards achieving an optimal capital structure while balancing strategic business investments aimed at medium and long-term improvements to corporate value with aggressive shareholder returns
HR and diversity	Skills required to formulate and supervise human resource strategy and diversity management policies, and practice human capital management that positions human resources as important assets towards improving corporate value
Legal affairs and risk management	Skills required to formulate and supervise group-wide policies related to legal affairs and risk management to enhance group governance towards strengthening group management
Corporate communication	Skills required to formulate and supervise communication strategies towards building trust-based relationships with a wide range of stakeholders, including customers, business partners, shareholders, and investors
Sustainability	Skills required to lead and supervise the balance between economic value and social and environmental value to realize the Meiji Group Sustainability 2026 Vision and resolve social issues through sustainability innovation
Digital	Skills required to lead and supervise the Meiji Group DX strategy to accelerate our realization of "creating and providing new customer value" and "workstyle reform and productivity improvements"

Members of the Board

Name	Main expertise and background
Name	Management strategy	Global business	Sales and marketing	Finance and accounting	HR and diversity	Legal affairs and risk management	Corporate Communication	Sustainability	Digital
Katsunari Matsuda	●				●	●	●	●	●
Toshiaki Nagasato	●	●	●		●		●	●
Bunjiro Yao	●	●	●		●		●	●
Jun Hishinuma	●			●		●	●		●
Masaya Kawata Outside	●	●		●	●			●	●
Michiko Kuboyama Outside	●		●		●		●
Peter David Pedersen Outside	●	●			●			●
Yuko Omae Outside						●		●

Audit & Supervisory Board Members

Name	Main expertise and background
Name	Management strategy	Global business	Sales and marketing	Finance and accounting	HR and diversity	Legal affairs and risk management	Corporate Communication	Sustainability	Digital
Masayori Tamaki					●	●
Yasushi Watanabe				●		●
Makoto Ando Outside				●		●
Masakazu Komatsu Outside						●

*The skills listed are those that are particularly expected to be demonstrated in ensuring the effective functioning of the Board of Directors and do not represent all the skills possessed by each director.

Policies and Procedures in the Appointment/Dismissal of Officers

Nominating Director Candidate

We select our director candidates at the Board of Directors, after consulting with the Nomination Committee. Then the candidates are appointed at the General Meeting of Shareholders.

We select our director candidates considering diversity such as nationality, gender, and age. To realize the Meiji Group 2026 Vision, we select the candidates with their advanced knowledge and expertise from the following perspectives: management strategy, global business, sales and marketing, finance and accounting, HR and diversity, legal affairs and risk management, corporate communications, and sustainability.

Nominating directors with executive duties
All candidates must have the following qualities:
- Extensive experience
- Business sense
- Specialist expertise
- Upstanding character

Also, we nominate persons who can steer the Meiji Group (the "Group") toward sustainable growth based on the past achievement. To implement our corporate philosophy and promote our corporate value, we look for the following qualities:

-Effective decision-making ability: Transparent bold business decisions swiftly and impartially.

-Group management: Achieve optimal group-wide management.

Nominating Independent Outside Director candidates
We nominate persons with the following qualities:

-Ability to analyze the Group's business operations objectively and from multiple perspectives

-Character, insight, and ability to take on the role of an Independent Outside Director
All such candidates must meet our independence standards.

Decisions on the reappointment of directors are subject to substantive deliberations by the Nomination Committee regarding the person's efficacy in fulfilling their required duties on the Board of Directors.

The removal of a director shall involve appropriate deliberations by the Nomination Committee before a final decision is made by the Board of Directors. The removal of directors is conducted by provisions stipulated in relevant laws.

Nominating Audit & Supervisory Board Member Candidates

We select our Audit & Supervisory Board member candidates at the Board of Directors after consulting with the Nomination Committee with the consent of Audit & Supervisory Board. Audit & Supervisory Board Members are appointed at the General Meeting of Shareholders.

Nominating Audit & Supervisory Board member candidates
Audit & Supervisory Board members select candidates at the Board of Directors after consulting with the Nomination Committee with the consent of Audit & Supervisory Board.
Audit & Supervisory Board Members are appointed at the General Meeting of Shareholders.

While considering diversity such as their nationality, gender, or age, we nominate persons with the following qualities:
- Upstanding character
- Specialist expertise
- Excellent discernment
- High moral standards

For our Audit & Supervisory Board members to properly inspect the Group's operations of the compliance (with laws, regulations, and standards etc.) and validity and to bring any issues to our attention from an objective and impartial perspective. At least one of the candidates must have solid grounding in finance and accounting. Of these, outside Audit & Supervisory Board candidates are chosen from among persons who fulfill separately stipulated judgment criteria for independence with vast knowledge and experience in relevant fields such as accounting or law.

In the event of matters requiring the removal of Audit & Supervisory Board members, the Nomination Committee shall deliberate before a final decision is made by the Board of Directors. The removal of Audit & Supervisory Board members is conducted by provisions stipulated in relevant laws.

Outside Directors and Auditors

Reasons for Nomination of Outside Directors

Masaya Kawata

Masaya Kawata has abundant corporate management experience, a solid track record, and broad insights from promoting group and global management as President and Representative Director and as Chairman and Representative Director of Nisshinbo Holdings Inc. We appointed him as an Outside Member of the Board, expecting that he will contribute significantly to enhancing our corporate governance by providing helpful advice on the Group's management and appropriately supervising the execution of its business operations, especially from the perspective of management strategy, global business, finance and accounting, HR and diversity, sustainability, and digital. He fulfills the Company's independence standards for independent directors, and there is no possibility of conflict of interest with general shareholders.

Michiko Kuboyama

Michiko Kuboyama assumed the positions of General Manager, Products Public Relations Center and Communication Fellow, Lifestyle Research Department at Kao Corporation, and thus, has a wealth of experience in product development and marketing among others. We appointed her as an Outside Member of the Board, expecting that she will contribute significantly to enhancing our corporate governance by providing helpful advice on the Group's management and appropriately supervising the execution of its business operations from a diversity of perspectives, including those of consumers, especially from the perspective of management strategy, sales and marketing, HR and diversity, and corporate communication. While she has not been involved in corporate management in the past, except as an Outside Member of the Board or an Outside Audit & Supervisory Board Member, we concluded that she will be able to perform her duties appropriately as an Outside Member of the Board for the reasons mentioned above. She fulfills the Company's independence standards for independent directors, and there is no possibility of conflict of interest with general shareholders.

Peter David Pedersen

From FYE March 2022 to 2026, Peter D. Pedersen provided advice on sustainability management to the Company as an outside expert on the Company's ESG Advisory Board. He has abundant experience at sustainability consulting firms along with broad insights in sustainability management at the global level and training of next-generation leaders. We appointed him as an Outside Member of the Board, expecting that he will contribute significantly to enhancing our corporate governance by providing helpful advice on the Group's management and appropriately supervising the execution of its business operations based on the above wealth of track records in ESG promotion and HR and diversity, especially from the perspectives of management strategy, global business, HR and diversity, and sustainability. He fulfills the Company's independence standards for independent directors and there is no possibility of conflict of interest with general shareholders.

Yuko Omae

Yuko Omae has an abundant career in the legal profession, among others. We appointed her as an Outside Member of the Board so that she can advise the Group's management from a sophisticated and professional perspective, and appropriately supervise the execution of its business operations, especially from the perspective of legal affairs and risk management and sustainability, thereby contributing significantly to enhancing our corporate governance. While she has not been involved in corporate management in the past, except as an Outside Member of the Board or an Outside Audit & Supervisory Board Member, we concluded that she will be able to perform her duties appropriately as an Outside Member of the Board for the reasons mentioned above. She fulfills the Company's independence standards for independent directors and there is no possibility of conflict of interest with general shareholders.

Reasons for Nomination of Outside Audit & Supervisory Board Members

Makoto Ando

Makoto Ando has built a prolific career and gained deep expertise, working in major audit firms and accounting firms in Japan and overseas as a certified public accountant, and in the public sector. We appointed her as an Outside Audit & Supervisory Board Member, expecting that she will contribute significantly to enhancing our corporate governance by objectively auditing the execution of duties by Directors, especially from the perspective of finance and accounting, and legal affairs and risk management. While she has not been involved in corporate management in the past, except as an Outside Member of the Board or an Outside Audit & Supervisory Board Member, we concluded that she will be able to perform her duties appropriately as an Outside Audit & Supervisory Board Member for the reasons mentioned above. She fulfills the Company's independence standards for independent directors and there is no possibility of conflict of interest with general shareholders.

Masakazu Komatsu

Masakazu Komatsu has a prolific career as an attorney at law and deep expertise in corporate legal affairs. We appointed him as an Outside Audit & Supervisory Board Member expecting that he will contribute significantly to enhancing our corporate governance by objectively auditing the execution of duties by Directors, especially from the perspective of legal and risk management. While he has not been involved in corporate management in the past, except as an Outside Member of the Board or an Outside Audit & Supervisory Board Member, we concluded that he will be able to perform his duties appropriately as an Outside Audit & Supervisory Board Member for the reasons mentioned above. He fulfills the Company's independence standards for independent directors and there is no possibility of conflict of interest with general shareholders.

Criteria for Independence

Meji Holdings Co., Ltd. (the "Company") has established Criteria for Independence of Outside Members of the Board and Outside Audit & Supervisory Board Members (Criteria for Independence) as follows.
When an Outside Member of the Board and an Outside Audit & Supervisory Board Member are independent, such Member shall not fall under any of the following categories.

A person who executes business of the Company or its subsidiary
A person who executes business of the Company's parent company or a fellow subsidiary
A party which has material business transactions with the Company or a person who executes business transactions of that party, or a major business partner of the Company, or a person who executes business transactions of that business partner
A consultant, an accounting expert, or a legal expert who receives a considerable amount of cash or other assets other than compensation as a Member of the Board or an Audit & Supervisory Board Member from the Company (when a party who receives such assets is an organization, such as a corporation or an association, this shall refer to a person who is associated with such organization)
A person who fell under category 1 above during the ten-year period prior to assuming the position
A person who fell under category 2, 3, or 4 above during the one-year period prior to assuming the position
A relative within the second degree of kinship of a person (excluding a person who does not have an important management position) who currently falls or fell under category 1, 2, 3, or 4 above during the one-year period prior to assuming the position

*1"A party which has material business transactions with the Company" is one that received payment from the Company during the latest fiscal year equivalent to 2% or more of the party's annual consolidated net sales or 100 million yen, whichever is greater.

*2"A major business partner of the Company" is one that made payment to the Company during the latest fiscal year equivalent to 2% or more of the Company's annual consolidated net sales.

*3"A consultant, an accounting expert, or a legal expert who receives a considerable amount of cash or other assets other than compensation as a Member of the Board or an Audit & Supervisory Board Member from the Company" is the one who received cash or assets from the Company during the latest fiscal year other than compensation as a Member of the Board or an Audit & Supervisory Board Member, equivalent to 2% or more of his/her consolidated net sales or 10 million yen, whichever is greater.

Independent Outside Officers who Concurrently Serve at Other Companies

The Company permits independent outside officers to concurrently serve as officers in other listed companies, but only to the extent that they are not prevented from devoting sufficient time and effort required to fulfill their roles and responsibilities as director or Audit & Supervisory Board member of the Company.

Succession planning for the CEO and other top executives

Our Board of Directors decides on the succession planning for our Group CEO based on consultation with the Nomination Committee. The Board of Directors outlines implementation strategy for a succession planning based on the parameters (leadership value) required of executives. These parameters are outlined based on our Group Philosophy, our Code of Conduct, and business strategy.

Based on this implementation strategy, the Nomination Committee deliberates on the nomination and removal of the current CEO of the Company and the Presidents of our main Group companies, and selects CEO and President candidates. The Board of Directors receives regular reports on the status of the succession planning and deliberates on the details of the plan.

Leadership value describes the standards that our executives must uphold to lead the group toward achieving its vision. The main thing we expect of top executives is the ability to "instigate change and lead reform efforts." To this end, Leadership value outlines the following 8 competences across two themes:

Strategy/Execution: Bold vision, decisive decision-making, driving force to forge the future, effective communication and cultural integration
People/Personal: Empowerment of motivation and imagination, courage to support taking on challenges, talent development and mentorship, inclusive leveraging of diverse talent and methods

The Nomination Committee reviews the appointment and dismissal of outside directors and the selection of potential successors. In tandem, the implementation status of the succession planning is periodically reported to and discussed at Board of Directors meetings.

Training Opportunities for Directors and Audit & Supervisory Board Members

The Company provides directors, Audit & Supervisory Board members, and executive officers with training opportunities as necessary to develop their understanding of their legal liabilities and the roles and responsibilities they are expected to perform with respect to corporate governance, compliance, and risk management, as well as opportunities to gain the necessary knowledge on the Group's business lineup, organizational structure, and financial status.

The Company briefs outside officers on the Group's management strategy and business lineup/status to further their understanding of these matters. In addition, outside officers are taken on inspection tours of plants and research laboratories.