花王（4452） – Corporate Governance Report updated on March 25, 2022

(Translation) Kao Corporation Corporate Governance Last updated on March 25, 2022 Kao Corporation Yoshihiro Hasebe, President and CEO Contact: Legal, Legal & Governance +81-3-3660-7111 TSE Code: 4452 www.kao.com/global/en/ I. Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other Basic Information 1. Basic Views Our targets for 2030 is to make Kao a company with a global presence, valuable to society. In order to become an essential company in a sustainable world, we are significantly shifting our direction to ESG (environmental, social, and governance) management. While aiming to become a high-profit global company, we are also working toward raising the level of social contribution by capturing changes in business environments surrounding us and changes in stakeholders’ values. In order to gain trust from society, which is indispensable for these corporate activities and business activities, we are constantly strengthening our corporate governance in both systems and operations. We position our corporate governance as one of our most important management issues and our basic stance on measures related to corporate governance is to set up and operate a management structure and an internal control system, timely implement necessary measures and achieve accountability so that we can swiftly respond to changes, realize efficient management that is sound, fair, and highly transparent, and continuously enhance corporate value. We have been actively engaging in activities to listen to stakeholders’ voices and based on input from stakeholders and social trends, we conduct reviews of our corporate governance and implement necessary measures and improvements in an appropriate manner. [Reasons for Non-compliance with the Principles of the Corporate Governance Code] As used in these matters to be disclosed, the definitions of the following terms shall be as follows: “Management” means executive Directors and Executive Officers. “Senior Management” means Executive Officers with titles. The following information is based on the Japan’s Corporate Governance Code revised in June 2021, which includes principles for companies listed on the Prime Market applicable after April 4, 2022. Ensure Adequate Coordination with External Accounting Auditor and Outside Directors (Principle 3.2.2 (iii)) Kao Corporation (hereinafter referred to as the “the Company”) expects Audit & Supervisory Board Members, including Outside Audit & Supervisory Board Members, to fulfill the role of coordination with the external Accounting Auditor as contact points on the Company’s side, and the external Accounting Auditor’s views, issues and other matters are shared with Directors, including the Outside Directors, through the Audit & Supervisory Board Members. In the course of such information sharing, if Directors judge it necessary, they ensure efficiency and adequate coordination by establishing opportunities for direct exchange of information with the external Accounting Auditor. Regular Exchange of Information Solely among Independent Outside Directors (Principle 4.8.1) To promote discussions from diverse perspectives, independent Outside Directors and Outside Audit & Supervisory Board Members hold meetings exclusively for independent outside members on their own initiative to exchange information and share awareness of issues related to the Company’s management and the activities of the Board of Directors, development of future Senior Management, and other matters. Given the current situation of having good communications, ad hoc meetings among independent outside members are considered more appropriate for such communication than regular meetings scheduled by the Company. Also, a newly appointed member who attended the meeting expressed his view that he was reassured by the fact that outside members can make their proposals directly to the Company through frank exchanges of opinions 1undertaken at the meeting. [Disclosure Based on the Principles of the Corporate Governance Code] [Updated] The information is based on the Japan’s Corporate Governance revised in June 2021, which includes principles for companies listed on the Prime Market applicable after April 4, 2022. The disclosures based on this item are described in “Initiatives for each principle of the Corporate Governance Code” at the end of this report. ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ The following updates have been implemented. 6. Stance on Balance among Knowledge, Experience and Skills, and on Diversity and Size of the Board of Directors (Principle 4.11, Principle 4.11.1, Principle 2.4) 9. Explanations with Respect to Individual Nominations and Appointments of Directors, Audit & Supervisory Board Members and Senior Management (Principle 3.1(v), Principle 4.11.1) 11. Details of Current Efforts to Effectively Use Independent Directors and Audit & Supervisory Board Members, etc. (Principle 4.8) 15. Initiatives on Sustainability, and Information on Investments in Human Capital and Intellectual Properties (Principle 3.1.3) ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ ＝ 2. Capital Structure Foreign Shareholding Ratio: More than 30% [Status of Major Shareholders] (As of December 31, 2021) Percentage (%) Name / Company Name The Master Trust Bank of Japan, Ltd. (Trust Account) Custody Bank of Japan, Ltd. (Trust Account) STATE STREET BANK AND TRUST COMPANY 505223 SMBC Nikko Securities Inc. THE BANK OF NEW YORK 134104 STATE STREET BANK WEST CLIENT – TREATY 505234 SSBTC CLIENT OMNIBUS ACCOUNT JAPAN SECURITIES FINANCE CO., LTD. Nippon Life Insurance Company NATIONAL MUTUAL INSURANCE FEDERATION OF AGRICULTURAL COOPERATIVES Controlling Shareholders (except for Parent Company) Parent Company None None Number of Shares 86,788,300 26,998,300 14,627,614 13,961,700 8,231,805 8,101,167 7,352,719 6,835,400 6,691,215 6,334,000 18.28 5.69 3.08 2.94 1.73 1.71 1.55 1.44 1.41 1.33 The number of shares in the list above may include the number of shares held in trusts or subject The ratio of shareholding for each shareholder above has been calculated based on the number of Supplementary Information [Updated] to share administration. issued shares excluding treasury shares. 1. The amendment to the large shareholdings report filed by BlackRock Japan Co., Ltd. and seven other persons on March 22, 2017, which is open to the public, stating that they held shares of the Company as shown below as of March 15, 2017. However, these shareholdings were not included in the above list of major shareholders because the Company could not confirm the number of beneficial shares. Name Number of shares (thousand shares) Ratio of shareholding (percentage) BlackRock Japan Co., Ltd. and seven other persons 30,938 6.25 2. The amendment to the large shareholdings report filed by Nomura Securities Co., Ltd. and two other persons on October 22, 2020, which is open to the public, stating that they held shares of the Company as shown below as of October 15, 2020. However, these shareholdings were not included in the above list of major shareholders because the 2Company could not confirm the number of beneficial shares. Name Number of shares (thousand shares) Ratio of shareholding (percentage) Nomura Securities Co., Ltd. and two other persons 27,708 5.75 3. The amendment to the large shareholdings report filed by Mitsubishi UFJ Financial Group, Inc. and six other persons on October 18, 2021, which is open to the public, stating that they held shares of the Company as shown below as of October 11, 2021. However, these shareholdings were not included in the above list of major shareholders because the Company could not confirm the number of beneficial shares. Name Number of shares (thousand shares) Ratio of shareholding (percentage) 27,293 5.75 Mitsubishi UFJ Financial Group, Inc. and six other persons 4. The amendment to the large shareholdings report filed by Sumitomo Mitsui Trust Bank, Limited and two other persons on March 4, 2022, which is open to the public, stating that they held shares of the Company as shown below as on February 28, 2022. However, these shareholdings were not included in the above list of major shareholders. Name Number of shares (thousand shares) Ratio of shareholding (percentage) 32,093 6.76 Sumitomo Mitsui Trust Bank, Limited and two other persons 3. Corporate Attributes Listed Stock Market and Market Section Fiscal Year-End Type of Business Number of Employees (consolidated) as of the End of the Previous Fiscal Year Sales (consolidated) as of the End of the Previous Fiscal Year Number of Consolidated Subsidiaries as of the End of the Previous Fiscal Year Tokyo Stock Exchange, First Section December 31 Chemicals More than 1,000 More than ¥1 trillion From 50 to less than 100 4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling Shareholder 5. Other Special Circumstances which may have Material Impact on Corporate None Governance None II. Business Management Organization and Other Corporate Governance Systems regarding Decision-making, Execution of Business, and Oversight in Management 1. Organizational Composition and Operation Organization Form Details of the information about Audit & Supervisory Board Members are reported on the Japan Audit & Supervisory Board Members Association’s website. www.kansa.or.jp/support/el009_130711_2.pdf [Directors] [Updated] Company with Audit & Supervisory Board Members Maximum Number of Directors Stipulated in Articles of Incorporation Term of Office Stipulated in Articles of Incorporation 1 year Chairperson of the Board Number of Directors Number of Outside Directors Number of Independent Directors Outside Director 9 4 4 0 (Not stipulated) 3Outside Directors’ Relationship with the Company (1) Name Attributes Osamu Shinobe Chiaki Mukai Nobuhide Hayashi From another company Eriko Sakurai From another company From another company Others R el ati on s h ip w ith t he C omp a ny (* )e a h g △ △ △ 〇 d b c f i j k *Categories for “Relationship with the Company” *“○ ” when the director presently falls or has recently fallen under the category; “△” when the director fell under the category in the past; *“●” when a close relative of the director presently falls or has recently fallen under the category; “▲” when a close relative of the director fell under the category in the past a. Executive of the Company or its subsidiaries b. Non-executive director or executive of a parent company of the Company c. Executive of a fellow subsidiary company of the Company d. A party whose major client or supplier is the Company or an executive thereof e. Major client or supplier of the listed company or an executive thereof f. Consultant, accountant or legal professional who receives a large amount of monetary consideration or other property from the Company besides compensation as a director g. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is a legal entity) h. Executive of a client or supplier company of the Company (which does not correspond to any of d, e, or f) (the director himself/herself only) i. Executive of a company, between which and the Company outside directors/Audit & Supervisory Board Members are mutually appointed (the director himself/herself only) j. Executive of a company or organization that receives a donation from the Company (the director himself/herself only) k. Others Name Outside Directors’ Relationship with the Company (2) Designation as Independent Director ○ Osamu Shinobe Supplementary Explanation of the Relationship Mr. Shinobe previously had executive authority at ALL NIPPON AIRWAYS CO., LTD., but ceased to have such authority from April 2017. ALL NIPPON AIRWAYS CO., LTD. provides public transportation services as an airline company, and the Kao Group engages in regular transactions with ALL NIPPON AIRWAYS CO., LTD. and its group companies in terms of the directors, officers and employees of the Company using its services as a means of transportation in making business trips, however, the amounts involved in such transactions account for less than 0.1% of the ALL NIPPON AIRWAYS group’s consolidated net sales and the Kao Group’s consolidated net sales for the latest fiscal year, respectively. Reasons of Appointment (i) He has considerable experience and expertise in relation to global corporate management and risk management, gleaned principally from his time in the maintenance sections of an international airline which carries both cargo and passengers where safety and security took top priority. He has been actively presenting opinions and proposals in deliberations of the Board of Directors concerning material matters in the management of the Kao Group, based on his considerable experience and expertise. In view of these facts, the Company expects him to supervise the management of the Kao Group as an Independent Outside Director. He is to chair the meetings of the Board of Directors from March 2022. ii) The Company determined that none of the requirements for prior discussion as provided in Section III. 5. (3) 2 of the 4“Guidelines Concerning Listed Company Compliance, etc.” of the TSE applies to him, and also that he has the necessary independence based on the “Standards for Independence of Outside Directors/Audit & Supervisory Board Members of Kao Corporation” established by the Company in line with the above guidelines. (i) She has an extensive and high level of expertise in the scientific field. She has a wealth of experience and track record in various fields from her achievements as a medical doctor, astronaut and Specially Appointed Vice President of a university. Based on such experience and expertise, she has been actively presenting opinions and proposals in deliberations at the Board of Directors concerning material matters in the management of the Kao Group. In view of these facts, the Company expects her to supervise the management of the Kao Group as an Independent Outside Director. ii) The Company determined that none of the requirements for prior discussion as provided in Section III. 5. (3) 2 of the “Guidelines Concerning Listed Company Compliance, etc.” of the TSE applies to her, and also that she has the necessary independence based on the “Standards for Independence of Outside Directors/Audit & Supervisory Board Members of Kao Corporation” established by the Company in line with the above guidelines. (i) Over many years, he has played an active role on an international basis in the fields of finance and financial affairs, such as by experiencing an extensive range of duties in sales, international business planning, etc. at leading financial institutions. He has an abundance of experience and a high level of expertise in company management, such as having served as a corporate manager amidst global changes in the business environment surrounding the financial Chiaki Mukai ○ Ms. Mukai previously had executive authority at Tokyo University of Science, but ceased to have such authority from April 2016. In addition, although the Company conducts joint research with Tokyo University of Science and advertising, the amounts of such transactions account for less than 0.1% of the university’s income from education activities and the Company’s net sales for the latest fiscal year, respectively. Nobuhide Hayashi ○ Mr. Hayashi previously had executive authority at Mizuho Bank, Ltd., but ceased to have such authority from April 2017. The Kao Group conducts regular bank transactions with Mizuho Bank, Ltd. and its group companies, and receives consulting service, etc. in overseas markets, however, the amounts involved in such transactions account for less than 0.1% of the Mizuho Bank group’s consolidated ordinary income and the Kao Group’s consolidated net sales for the 5latest fiscal year, respectively. Eriko Sakurai ○ Ms. Sakurai has executive authority at Dow Chemical Japan Limited. As a Japanese subsidiary of a US chemical manufacturer, Dow Chemical Japan Limited manufactures, imports, and sells various chemical products and provides technical services. The Kao Group conducts transactions related to the purchase of raw materials, etc. with the corporate group to which Dow Chemical Japan Limited is affiliated, however, the amounts involved in such transactions account for less than 0.1% of such group’s consolidated net sales and less than 0.5% of the Kao Group’s consolidated net sales for the latest fiscal year. industry. He has been actively giving opinions and making proposals in deliberations of the Board of Directors concerning material matters in the management of the Kao Group, based on his considerable experience and expertise. In view of these facts, the Company expects him to supervise the management of the Kao Group as an Independent Outside Director. ii) The Company determined that none of the requirements for prior discussion as provided in Section III. 5. (3) 2 of the “Guidelines Concerning Listed Company Compliance, etc.” of the TSE applies to him, and also that he has the necessary independence based on the “Standards for Independence of Outside Directors/Audit & Supervisory Board Members of Kao Corporation” established by the Company in line with the above guidelines. i) She has a wealth of experience in global companies, including many years of corporate management at the Japanese subsidiary of a US chemical manufacturer with global business operations, as well as supervision of management as an Outside Director at a major manufacturer and a financial institution. Based on her experience in the chemical industry, she also has a high level of expertise in chemical business, which comprises the two key pillars of the Kao Group together with the Consumer Products Business. In view of these facts, the Company expects her to supervise the management of the Company as an Independent Outside Director. ii) The Company determined that none of the requirements for prior discussion as provided in Section III. 5. (3) 2 of the “Guidelines Concerning Listed Company Compliance, etc.” of the TSE applies to her, and also that she has the necessary independence based on the “Standards for Independence of Outside Directors/Audit & Supervisory Board Members of Kao Corporation” established by 6the Company in line with the above guidelines. Voluntary Establishment of Committee(s) Corresponding to Nomination Committee or Remuneration Committee Established Committee’s Name, Composition, and Attributes of Chairperson Committee Corresponding to Remuneration Committee Committee’s Name Compensation Advisory Committee Committee Corresponding to Nomination Committee Committee for the Examination of Nominees for Directors and Audit & Supervisory Board Members 7 All Committee Members Full-time Members Inside Directors Outside Directors Outside Experts Other Chairperson 0 0 4 0 3 11 0 4 4 0 3 Outside Director Outside Director Supplementary Explanation [Updated] The Company has established the Committee for the Examination of Nominees for Directors and Audit & Supervisory Board Members and the Compensation Advisory Committee which fulfill functions similar to the nominating committee and compensation committee of a “company with committees.” (As of July 29, 2020, the Committee for the Examination of Nominees for Directors was renamed to the Committee for the Examination of Nominees for Directors and Audit & Supervisory Board Members which examines the nominee(s) of Audit & Supervisory Board Members as well.) To incorporate an independent and objective perspective, the Committee for the Examination of the Nominees for Directors and Audit & Supervisory Board Members consists exclusively of all Outside Directors and all Outside Audit & Supervisory Board Members, with the chairperson chosen by the members, and in FY2021 an Independent Outside Director held the position again. Prior to the election or re-election of Directors (including Representative Directors, Chair and President & CEO) and Audit & Supervisory Board Members, the Committee conducts examinations and submits its opinions of the nominees’ appropriateness to the Board of Directors. Furthermore, with the appointment by the chairperson, President & CEO attends the meeting to contribute by submitting necessary and sufficient documents for an examination (including a summary of the new management structure, incorporating a classification of duties of the Directors and Executive Officers, in addition to materials related to the subjects of the examination) to each member of the Committee and work to enhance the examination by making arrangements such as creating opportunities for nominees and the Committee members to meet beforehand. The Committee met four times in FY2021, April, September, October, and December, and in addition to discussing the necessity to ensure the diversity of the Board of Directors and examining the appropriateness of nominees, it discussed the allocation of human capital with K25 in mind, including the executive officer structure. The results of its examination were reported to the meeting of the Board of Directors. Members of the Committee for the Examination of Nominees for Directors and Audit & Supervisory Board Members Chiaki Mukai, Outside Director (Chairperson) Osamu Shinobe, Outside Director Nobuhide Hayashi, Outside Director Eriko Sakurai, Outside Director Hideki Amano, Outside Audit & Supervisory Board Member Nobuhiro Oka, Outside Audit & Supervisory Board Member Takahiro Nakazawa, Outside Audit & Supervisory Board Member 7 The compensation system and compensation level of Directors and Executive Officers are reviewed by the Compensation Advisory Committee from the perspective of ensuring objectivity and transparency in the decision-making process and determined by resolution of the Board of Directors. The Compensation Advisory Committee is composed of the all Outside Directors and all Outside Audit & Supervisory Board Members to incorporate independent and outside perspectives, and all Representative Directors and Director, Chair. The chairperson is chosen by a vote among the Committee members, and in FY2021 an independent Outside Director served as the chairperson again. The Committee is asked to provide its opinion on and conducts reviews of the compensation system and remuneration levels of the Directors and Executive Officers. In FY 2021, the Committee was held twice in September and November, and the remuneration level and the composition ratio of each remuneration were reviewed, and based on the results of the review, the content of the remuneration for FY2022 was decided by a resolution of the Board of Directors held in December 2021. Members of the Compensation Advisory Committee Nobuhide Hayashi, Outside Director (Chairperson) Michitaka Sawada, Director, Chair Yoshihiro Hasebe, Representative Director Toshiaki Takeuchi, Representative Director Tomoharu Matsuda, Representative Director Osamu Shinobe, Outside Director Chiaki Mukai, Outside Director Eriko Sakurai, Outside Director Hideki Amano, Outside Audit & Supervisory Board Member Nobuhiro Oka, Outside Audit & Supervisory Board Member Takahiro Nakazawa, Outside Audit & Supervisory Board Member Furthermore, the Company has established a Compensation Advisory Committee for Audit & Supervisory Board Members, and examines the validity and transparency in the decision-making process of compensation amounts for Audit & Supervisory Board Members from an outside perspective. The committee is composed of all Outside Audit & Supervisory Board Members, the President and CEO, and one Outside Director. The chair is elected from among the Outside Audit & Supervisory Board Members. In FY 2021, the Committee was held twice in February and October. Members of the Compensation Advisory Committee for Audit & Supervisory Board Members Hideki Amano, Outside Audit & Supervisory Board Member (Chairperson) Nobuhiro Oka, Outside Audit & Supervisory Board Member Takahiro Nakazawa, Outside Audit & Supervisory Board Member Yoshihiro Hasebe, Representative Director Osamu Shinobe, Outside Director [Audit & Supervisory Board Members] Establishment of Audit & Supervisory Board Maximum Number of Audit & Supervisory Board Members Stipulated in Articles of Incorporation Number of Audit & Supervisory Board Members 0 (Not stipulated) Established 5 Cooperation among Audit & Supervisory Board Members, Accounting Auditors and Internal Audit Departments ■Cooperation between Audit & Supervisory Board Members and the Accounting Auditor At the start of the accounting audit for each fiscal year, the Audit & Supervisory Board Members receive from the Accounting Auditor an audit plan describing matters such as the fundamental audit policy, the major items and sites to be audited and the main contents of the audit. The Audit & Supervisory Board Members also exchange views with the Accounting Auditor regarding the contents of the audit plan. 8 In each quarterly settlement of accounts, the Audit & Supervisory Board Members receive from the Accounting Auditor, in the course of the quarterly audit conducted by the Accounting Auditor, reports on the main content of the audit and whether any material problem has been found in the audit so far conducted, and also exchange views with the Accounting Auditor. At the time when the Accounting Auditor submits a quarterly audit report to the Board of Directors of the Company, a quarterly audit report meeting is held, where the quarterly summary of the audit results are reported to the Audit & Supervisory Board Members by the Accounting Auditor. Similarly, in the settlement of accounts for each fiscal year, the Audit & Supervisory Board Members have opportunities to mutually discuss with the Accounting Auditor the contents of their audits, in the course of the audit conducted by the Accounting Auditor. Furthermore, the Audit & Supervisory Board Members receive an audit report from the Accounting Auditor within the time frame prescribed by law, as well as a summary of the audit results, which are later used by the Board of Audit & Supervisory Board Members in preparing its audit report. The Audit & Supervisory Board Members also contact the Accounting Auditor whenever necessary to cooperate in forming their respective audit opinions. ■Cooperation between Audit & Supervisory Board Members and Internal Auditing Divisions Audit & Supervisory Board Members regularly exchange opinions with the Department of Internal Audit that presides over internal control and works closely with it to improve the effectiveness of audits. Appointment of Outside Audit & Supervisory Board Members Number of Outside Audit & Supervisory Board Members Number of Independent Audit & Supervisory Board Members Outside Audit & Supervisory Board Members’ Relationship with the Company (1) Appointed 3 3 Name Attribute Hideki Amano Nobuhiro Oka Takahiro Nakazawa CPA Attorney-at-law CPA a b Relationship with the Company (*) k g c j i 〇 d h e f l m *Categories for “Relationship with the Company” * “○” when the Audit & Supervisory Board Member presently falls or has recently fallen under the category; “△” when the Audit & Supervisory Board Member fell under the category in the past; * “●” when a close relative of the Audit & Supervisory Board Member presently falls or has recently fallen under the category; “▲” when a close relative of the Audit & Supervisory Board Member fell under the category in the past a. Executive of the Company or its subsidiary b. Non-executive director or accounting advisor of the Company or its subsidiaries c. Non-executive director or executive of a parent company of the Company d. An Audit & Supervisory Board Member of a parent company of the Company e. Executive of a fellow subsidiary company of the Company f. A party whose major client or supplier is the Company or an executive thereof g. Major client or supplier of the Company or an executive thereof h. Consultant, accountant or legal professional who receives a large amount of monetary consideration or other property from the Company besides compensation as an Audit & Supervisory Board Member i. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is a legal entity) j. Executive of a client or supplier company of the Company (which does not correspond to any of f, g, or h) (the Audit & Supervisory Board Member himself/herself only) k. Executive of a company, between which and the Company outside directors/Audit & Supervisory Board Member are mutually appointed (the an Audit & Supervisory Board Member himself/herself only) 9l. Executive of a company or organization that receives a donation from the Company (the an Audit & Supervisory Board Member himself/herself only) Outside Audit & Supervisory Board Members’ Relationship with the Company (2) [Updated] m. Others Name Hideki Amano Designation as Independent Audit & Supervisory Board Member ○ Supplementary Explanation of the Relationship None Reasons of Appointment (i) Mr. Amano has a high level of professional expertise as a certified public accountant. Based on his experience and insight gained from working globally at a major auditing firm as a member of management, he has served as an Audit & Supervisory Board Member of the Company since March 2017, effectively auditing the Kao Group, which operates globally, from a professional perspective. The Company expects that he will to make full use of his experience in the auditing of the entire Kao Group. (ii) The Company determined that none of the requirements for prior discussion as provided in Section III.5 (3) 2 of the “Guidelines Concerning Listed Company Compliance, etc.” of the TSE applies to Mr. Amano, and also that he has the necessary independence based on the “Standards for Independence of Outside Directors/Audit & Supervisory Board Members of Kao Corporation” established by the Company in line with the above guidelines. (i) He, in his career as an attorney and a university professor, has obtained considerable professional expertise and experience in relation to corporate legal affairs and corporate governance. Having served as an audit & supervisory board member of principal subsidiary of the Company since 2014, he also has expertise in relation to the business of the Kao Group. He has served as an Audit & Supervisory Board Member of the Company since March 2018, conducting effective audits from a professional perspective including group governance. The Company expects that he will to make full use of his experience in the auditing of the entire Kao Group. (ii) The Company determined that none of the requirements for prior discussion as provided in Section III.5 (3) 2 of the “Guidelines Mr. Oka serves as a Professor at the Keio University Law School, and is involved in business execution. The Company conducts transactions related to the advisory of research guidance by Keio University; however, the amounts of such transactions account for less than 0.1% of the university’s income from education activities and the Company’s net sales for the latest Nobuhiro Oka ○ 10fiscal year, respectively. Takahiro Nakazawa ○ None Concerning Listed Company Compliance, etc.” of the TSE applies to Mr. Oka, and also that he has the necessary independence based on the “Standards for Independence of Outside Directors/Audit & Supervisory Board Members of Kao Corporation” established by the Company in line with the above guidelines. (i) Mr. Nakazawa has a high level of professional expertise as a certified public accountant. During his service with major auditing firms, he has been involved in providing auditing services for leading companies and has also engaged in various advisory services such as those relating to the introduction of U.S. accounting standards and the International Financial Reporting Standards (IFRS), thereby gleaning significant and valuable insights concerning governance and internal control systems which contribute to the growth of globally-operating companies. The Company expects that he will to make full use of his experience in the auditing of the entire Kao Group. (ii) The Company determined that none of the requirements for prior discussion as provided in Section III.5 (3) 2 of the “Guidelines Concerning Listed Company Compliance, etc.” of the TSE applies to Mr. Nakazawa, and also that he has the necessary independence based on the “Standards for Independence of Outside Directors/Audit & Supervisory Board Members of Kao Corporation” established by the Company in line with the above guidelines. [Independent Directors/Audit & Supervisory Board Members] Number of Independent Directors/Audit & Supervisory Board Members 7 Matters relating to Independent Directors/Audit & Supervisory Board Members All Outside Directors and all Audit & Supervisory Board Members of the Company meet qualification for Independence and the Company has reported these members to the TSE as Independent Directors/Audit & Supervisory Board Members. ■The Company’s Policy for Independence of Outside Directors/Outside Audit & Supervisory Board Members The Company has adopted at a meeting of its Board of Directors the “Standards for Independence of Outside Directors/Audit & Supervisory Board Members of Kao Corporation”, with the unanimous consent of its Audit & Supervisory Board Members. The purpose of establishing these Standards is to provide clear criteria for an outside director/Audit & Supervisory Board Member to qualify as an independent director/Audit & Supervisory Board Member. 11Please read these Standards on the Company’s website. www.kao.com/content/dam/sites/kao/www-kao-com/global/en/about/pdf/governance_002.pdf [Incentives] Incentive Policies for Directors Performance-based Remuneration Supplementary Explanation It is described in following “Disclosed Details of Policy for Determining Amount and Calculation Method of Remuneration” in Remuneration for Directors. Recipients of Stock Options Supplementary Explanation The Company grants stock options to applicable stock option grantees for the purpose of further increasing the Company’s corporate value by aligning the interests of the stock option grantees with those of the shareholders of the Company. The Company selects as stock option grantees Inside Directors and Executive Officers, who are in charge of management and conform to this purpose. [Director Remuneration] Disclosure of Individual Directors’ Remuneration Selected Director Supplementary Explanation The remuneration, etc., paid to Directors and Audit & Supervisory Board Members for FY2021 Category Number of Members Aggregat e Amount of Remuneration, etc. Base Salary Short-term incentive compensation (performance-based bonus) Components of Remuneration (million yen) Long-term incentive compensation (Performance-based share incentive plan) Variable portion (performance-linked portion) Fixed p ortion 31 (－ ) 6 (3) 8 (4) 82 (30) 467 (75) 324 (75) 73 (－ ) 39 (－ ) Directors (including, in parentheses, Outside Directors) Audit & Supervisory Board Members (including, in parentheses, Outside Audit & Supervisory Board Members) Total (including, in parentheses, Outside Directors and Outside Audit & Supervisory Board Members) Notes: 1. The above numbers of Directors/Audit & Supervisory Board Members include one Audit & Supervisory Board Member who resigned at the conclusion of the 115th Annual General Meeting of Shareholders held on March 26, 2021. 549 (105) 406 (105) － (－ ) － (－ ) 73 (－ ) 39 (－ ) 82 (30) 14 (7) － (－ ) 31 (－ ) 2. As for the variable portion (performance-linked portion) of the long-term incentive compensation (performance-linked stock compensation), it will be determined after the end of the final year of the five fiscal years from 2021 to 2025, which are covered by the Company’s medium-term management plan “K25”. Therefore, the variable portion (performance-linked portion) shown above is the amount of the allowance for the current fiscal year. 3. The maximum amounts of remuneration, etc. are as follows: (1) Maximum aggregate amount of remuneration, etc., to be paid to Directors: An annual amount of 630 million yen (as resolved at the 101st Annual General Meeting of Shareholders held 12on June 28, 2007). The Company had 15 Directors (including two Outside Directors) at the time such resolution was adopted. Such maximum aggregate amount includes the maximum annual amount of 100 million yen to be paid to Outside Directors (as resolved at the 110th Annual General Meeting of Shareholders held on March 25, 2016) but does not include the salary amounts, etc. to be paid to Directors who also serve as employees of the Company, for their service as employees. The Company had seven Directors (including three Outside Directors) at the time such resolution was adopted. Based on a resolution adopted at the 115th Annual General Meeting of Shareholders held on March 26, 2021, the Company has introduced a performance-based share incentive plan for its Directors (excluding Outside Directors) and its Executive Officers, which shall be applicable separately from the maximum aggregate amount of remuneration, etc., for the Directors. Under this share incentive plan, trust money of up to 3.65 billion yen is contributed concerning the fiscal years subject to the Company’s mid-term plan (the initial period to be covered being the period of five fiscal years from the fiscal year ended December 31, 2021 to the fiscal year ending December 31, 2025), and the Company’s shares are acquired through a trust and are then vested, etc., through the trust, based on the evaluation indicators consisting of growth potential evaluation indicators (such as the degree of growth in overall business sales and profit, etc.), ESG potential evaluation indicators (such as evaluation by external indicators), and management potential evaluation indicators (such as evaluation of management activities by the Company’s employees). The Company had four Directors (excluding Outside Directors) at the time such resolution was adopted. (2) Maximum aggregate amount of remuneration, etc., to be paid to Audit & Supervisory Board Members: An annual amount of 120 million yen (as resolved at the 113th Annual General Meeting of Shareholders held on March 26, 2019). The Company had five Audit & Supervisory Board Members (including three Outside Audit & Supervisory Board Members) at the time such resolution was adopted. (3) Aggregate amount of remuneration, etc. paid to Outside Directors and Outside Audit & Supervisory Board Members by the Company’s subsidiaries, etc., other than the aggregate amount of remuneration, etc. paid to Outside Directors and Outside Audit & Supervisory Board Members: Remuneration paid to one Outside Audit & Supervisory Board Member for his service as an Audit & Supervisory Board Member of Kao Group Customer Marketing Co., Ltd. was 4 million yen. Policy on Determining Remuneration Amounts and Calculation Methods Established Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods The purpose of the Company’s compensation system for Directors, Audit & Supervisory Board Members and Executive Officers is as follows: •Securing and retaining diverse and excellent talent to establish and improve competitive advantages; •Promoting prioritized measures for continuous increases in corporate value; and •Sharing interests in common with shareholders. Remuneration of Directors, other than Outside Directors, and Executive Officers consists of (a) a base salary, (b) a bonus as short-term incentive compensation, and (c) performance-based share incentive plan as long-term incentive compensation and is designed to provide an impetus for continuing annual improvement in business results and medium-to-long-term growth. Linkage of remuneration to business results increases with rank and takes into account the responsibilities of each position and individual performance. An overview of the components of remuneration is as follows: (a) Base salary A base salary is paid as fixed monthly remuneration in an amount determined in accordance with duties as a Director or Executive Officer and rank. (b) Bonus as short-term incentive compensation When the bonus payment rate is paid at 100%, the bonus is set at 50% of the base salary for the President and CEO, 40% of the base salary for the Executive Officers with titles other than the CEO and 30% of the base salary for other Executive Officers. In order to achieve “profitable growth,” the Company determines the bonus payment rate by looking at sales and profit results against the single-year target, improvement from the previous year’s results and the achievement level of target EVA which is a management index that the Company holds in high regard as an indicator to measure the degree of corporate value. The bonus payment rate is set within a range of 130% to 200%. The net sales and profit targets have been made consistent between Directors, other than Outside Directors, and Executive Officers and employees so that they can work together to achieve them. These targets are different from the figures in the announced forecasts, taking into account a certain level of relevance and consent as the companywide goals. On the other hand, regarding the EVA target, the Company has set target based on publicly announced performance forecasts as executive performance indicators. For the fiscal year under review, some indicators have been reviewed and revised so that Directors, other than Outside Directors, Executive Officers and employees can work together as one and make consistent growth within the harsh business climate. These indicators comprise the degree of improvement from the previous fiscal year in sales (calculated based on standards prior to the adoption of IFRS 15) and profit (gross profit minus selling, general and administrative expenses) and the achievement level of target EVA. The targets for these evaluation indicators for the current fiscal year were sales of 1,471.1 billion yen, profit of 174.9 billion yen, and EVA of 59.2 billion yen. The actual results were sales of 1,512.8 billion yen, profit of 146.1 billion yen, and EVA of 45.1 billion yen. (c) Performance-based share incentive plan as long-term incentive compensation Within a five-year target period from FY2021 to FY2025, the period covered by the current mid-term plan, Company shares, etc. are delivered to Directors, other than Outside Directors, and Executive Officers based on factors such as the level of achievement of the key performance targets adopted under the mid-term plan. This performance-based share incentive plan comprises two parts: a variable portion in which Company share, etc. is delivered in accordance with the degree of achievement of targets adopted under the mid-term plan, etc., and a fixed portion in which a certain number of Company share, etc. is delivered annually. The purpose of the variable portion of the system is to provide an impetus for achieving the targets of the Company’s mid-term plan as well as to increase the link between performance and compensation over the medium to long term. The purpose of the fixed portion of the system is to strengthen shared interest with the Company’s shareholders by promoting the holding of shares by the Directors, other than Outside Directors, and Executive Officers. The variable portion accounts for 70% of shares delivered, with the fixed portion accounting for 30%. When the variable coefficient for the variable portion of the system is at 100%, the yearly share remuneration amount is set at approximately 30% to 50% of a base salary. The variable portion is delivered after the Director, etc. retire, reflecting their achievement level. The fixed portion is delivered after the end of each fiscal year. A portion of the amount is delivered in Company shares and the remainder is delivered in the amount of Company shares cashed within the trust for delivering shares. In calculating the variable coefficient, in order to promote “Sustainability is the only path and growing the businesses of the company through proactive engagement in ESG activities and investment,” which is the goal of “K25,” “growth potential evaluation (degree of growth in overall business sales and profit, etc.)”; “ESG potential evaluation (evaluation by external indicators, status of realization of internal indicators, etc.)”; and “management potential evaluation (evaluation of management activities by our employees, etc.)” are used as evaluation indicators and evaluations are made based on the degree of achievement. Depending on the results of evaluating these indicators, the range will be from 0% to 200% and the shares will be issued after the performance is confirmed. Figures for the variable portion will be finalized upon the completion of the applicable period from 2021 to 2025. Compensation for the Outside Directors and Audit & Supervisory Board Members, who hold a position independent from the Company’s business execution function, is limited to a fixed monthly salary. The Company has no retirement bonus system for the Directors or Audit & Supervisory Board Members. [Supporting System for Outside Directors and Outside Audit & Supervisory Board Members] To allow for active discussions at meetings of the Board of Directors, the Board of Directors Secretariat provides Outside Directors and Outside Audit & Supervisory Board Members with 14sufficient explanations by distributing materials on matters such as the background, purposes, and content of the respective agenda items, as necessary, prior to the meeting of the Board of Directors as necessary. Outside Audit & Supervisory Board Members are supported by staff who assist their duties. Furthermore, under this support system, administrative divisions such as the Department of Internal Audit, and the Legal & Governance Department and Finance & Accounting Department provide the Outside Audit & Supervisory Board Members with assistance upon their request. [Status of Persons who have retired from Representative Director and President, etc.] Name of Consultants, Advisors, etc. who have retired from Representative Director and President, etc. Name Title/ Position Description of Tasks – – Form and Conditions of Services (Full-time, Part-time, Paid or Unpaid, etc.) – Date of Retirement from President, etc. – Term – Total number of Consultants, Advisors, etc. who have retired from Representative Director and President, etc. 0 – Others The Company has no such system. 2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination and Remuneration Decisions (Overview of Current Corporate Governance System) [Updated] ■Outline of the Current Corporate Governance Structure The Company has introduced, within the framework of a “Company with an Audit & Supervisory Board*,” the Executive Officer system in order to separate the supervision function from the execution function. Following the conclusion of the 116th Annual General Meeting of Shareholders held in March 2022, the Company has: nine (9) Directors, including four (4) Outside Directors; five (5) Audit & Supervisory Board Members and three (3) Outside Audit & Supervisory Board Members; and thirty (30) Executive Officers (including Executive Officers concurrently serving as the Board of Directors).All Outside Directors and all Outside Audit & Supervisory Board Members maintain their neutrality, independent from the Company’s management. In order to improve the transparency and other aspects of discussions in the Board of Directors, an Independent Outside Director has become the chairperson of the Board after the 108th Annual General Meeting of Shareholders held in March 2014. The term of office for Directors and Executive Officers is one (1) year. *For information concerning reasons for adopting a company with an Audit & Supervisory Board, please see “(5) Company with an Audit & Supervisory Board” in “4.Basic position and policy on corporate governance” in “Matters to be disclosed based on each principle of the Corporate Governance Code” in “1.Basic Position on Corporate Governance” in “Basic Position on Corporate Governance, Capital Structure, Corporate Attributes and Other Basic Information”. Activities of the Board of Directors in FY2021 Number of times held: 15 times Attendance status: 100% for Directors and 100% for Audit Supervisory Board Members (For further details regarding the attendance by individual, please see Convocation Notice of the 116th Annual General Meeting of Shareholders at www.kao.com/content/dam/sites/kao/www-kao-com/global/en/investor-relations/pdf/shareholders_2022_01.pdf) Major topics discussed by the Board of Directors a. Corporate Philosophy/Medium- to long-term Business Plan Deliberations on the revision of the Kao Way Report on medium- to long-term strategies (strategies for realizing the Kao Group Medium-Term Management Plan “K25”) ・ Strategic meeting reporting ・ Digital Life Platform reporting 15・ “Reborn Kao” and “Anther Kao” progress report b. Capital Policy Financial strategy reporting c. Corporate Governance Department of Internal Audit report Audit & Supervisory Board Member audit summary report Deliberations on disclosure of Corporate Governance d. Others Report on human capital strategy ESG Committee activity report In addition to the above, each month the Company has business execution reports from Directors currently serving as Executive Officers, as well as on matters discussed during the Management Board from Executive Officers in charge. Activities of the Audit & Supervisory Board in FY2021 The activities of the Audit & Supervisory Board in FY2021 are as follows: Number of meetings 10 times Attendance (average attendance rate) Audit & Supervisory Board Members 100% The status of the Activities of the Board of Corporate Auditors is described in IV. Matters Related to the Internal Control System, 2. Outline of Management of Systems to Assure Appropriate Business Operations of the Company, Efforts Concerning Auditing by Audit & Supervisory Board Members. The Audit & Supervisory Board’s main resolutions and other matters to be reported and examined in this fiscal year are as follows: a. Resolutions (16 items) Audit & Supervisory Board and Audit & Supervisory Board Members-related: Selection of Chairperson and Full-time Audit & Supervisory Board Members, revision of Audit & Supervisory Board policy, etc. Audit & Supervisory Board Members Audit-related: Audit policy, plan, sharing, selection of priority audit items, “Audit Report of the Audit & Supervisory Board” at the end of the fiscal year Accounting auditor-related: Reappointment of accounting auditor, consent to accounting auditor compensation, etc. b. Other reports and considerations (36 items) Group governance, internal control, whistleblowing response, issues in interviews and hearings, evaluation of the effectiveness of the Audit & Supervisory Board Support system for Audit & Supervisory Board Members In order to assist Audit & Supervisory Board Members in the performance of their duties, the Audit & Supervisory Board Members Office was established directly under the Audit & Supervisory Board as of January 1, 2022, and two to five auxiliary staff members with considerable knowledge of finance, accounting, legal affairs, audits, etc. have been assigned to it. Furthermore, administrative divisions such as the Department of Internal Audit, and the Legal & Governance Department and Finance & Accounting Department provide the Audit & Supervisory Board Members with assistance upon their request. In addition, the accounting firm, Deloitte Touche Tohmatsu LLC as the Company’s Accounting Auditor, ensures, in accordance with applicable laws, regulations, etc., that none of its employees who become involved in the audits of the Company will be involved in such audit for more than 7 accounting periods. The Company executed an audit contract with Deloitte Touche Tohmatsu LLC with respect to audits required under the Companies Act and the Financial Instruments and Exchange Law, and pays remuneration to the accounting firm in accordance with this contract. To ensure the reliability of disclosed information relating to the Company’s financial results and audit quality, the Accounting Auditor formulates an audit plan and secures necessary and sufficient time for audits. In addition, the Accounting Auditor conducts sufficient coordination, including holding regular meetings and exchange of information with the Executive Officer in charge of accounting and finance, the Audit & Supervisory Board Members and Department of Internal Audit, respectively. The names of the certified public accountants (CPA) who engaged in the audit for FY2021 (ended December 31, 2021) and the composition of the assistants in the audit are as follows: 16 Name of the CPAs engaged in the audit: Designated Limited Liability Partner/Engagement Partner: Junichi Yamanobe, Kenichiro Shiga and Koji Inoue Composition of assistants in the audit: 11 CPAs and 27 others The election, reappointment and dismissal of the Accounting Auditor are appropriately evaluated and decided at the Audit & Supervisory Board meeting, after collecting information from the Company’s finance and management divisions, internal auditing divisions and the Accounting Auditor, based on evaluation criteria established by the Audit & Supervisory Board, taking into account factors such as the existence of a cooperative network with partner auditors overseas made up of multiple accounting firms and the quality, expertise and independence of proposals and advice for resolving issues, accelerating the settlement of accounts and increasing audit efficiency. As a result, the Audit & Supervisory Board confirmed the suitability of the audit methods and results of the current Accounting Auditor, and resolved at a meeting in February 2022 to reappoint the current Accounting Auditor. This resolution was reported at the meeting of the Board of Directors in February 2022. ■Summary of liability limitation agreements According to Article 427, Paragraph 1 of the Companies Act and Articles of Incorporation of the Company, the Company entered into an agreement with each Outside Director and Audit & Supervisory Board Member to effect that the liability of each Outside Director or Audit & Supervisory Board Member under Article 423, Paragraph 1 of the Companies Act will be limited to the higher of: 10 million yen; or any amount prescribed by applicable laws and regulations. ■Summary of Directors and Officers Liability Insurance The Company has entered into a directors and officers liability insurance contract with an insurance company, as provided for in Article 430-3, Paragraph 1 of the Companies Act, insuring the Directors, Audit & Supervisory Board Members, and Executive Officers, etc., of the Company and the Kao Group. This contract covers compensation for damages and legal costs that may be incurred by the insured if they receive a claim for damages as a result of their actions (including omissions) committed by them in connection with their duties as officers, etc. of the Company and the Kao Group. However, the contract does not cover damages arising from actions taken by the insured with the knowledge that they were in violation of the law, so as not to impair the appropriate execution of duties by the insured. Insurance premiums are covered by the Company and the Kao Group. 3. Reasons for Adoption of Current Corporate Governance System The Company has made continuous efforts to improve its corporate governance structure in order to respond changes in the business and management environment. The Company will continue to examine the issue of corporate governance structure improvement as part of its managerial challenges. The Company considers it appropriate to make efforts to improve its corporate governance structure through establishing the Committee for the Examination of the Nominees and the Compensation Advisory Committee , on the basis of its current structure as a “Company with an Audit & Supervisory Board*” which has the Board of Directors (consists of five (5) Inside Directors and four (4) Outside Directors) and the Audit & Supervisory Board (consists of two (2) Inside Audit & Supervisory Board Members and three (3) Outside Audit & Supervisory Board Members.) *For information concerning reasons for adopting a company with an Audit & Supervisory Board, please see “(5) Company with an Audit & Supervisory Board” in “4.Basic position and policy on corporate governance” in “Matters to be disclosed based on each principle of the Corporate Governance Code” in “1.Basic Position on Corporate Governance” in “Basic Position on Corporate Governance, Capital Structure, Corporate Attributes and Other Basic Information”. ■Matters Related to Outside Directors (Roles and Functions of Outside Directors) The Outside Directors are expected to share, in the course of management of the Company, their considerable experience and expertise as a management consultant, the top executive of a global airline company and a major financial institution, and an astronaut and medical doctor respectively, and the Outside Directors fulfill the checking functions from neutral positions, independent of the Company’s management, to ensure that the managerial decisions of the Company are not biased by the views of its internal members. Also, an Independent Outside Director has become the chairperson of the Board. 17 III. Implementation of Measures for Shareholders and Other Stakeholders 1. Measures to Vitalize the General Shareholder Meetings and Smooth Exercise of Voting Rights Early Notification of General Shareholder Meeting Allowing Electronic Exercise of Voting Rights Participation in Electronic Voting Platform Providing Convocation Notice in English Other Supplementary Explanations The Company strives for the early dispatching and disclosure of the convocation notice of its Annual General Meeting of Shareholders (“AGM”) every year so that our shareholders can fully examine agenda items of AGM. Prior to the dispatching of the printed convocation notice, on February 22, 2022, the Company uploaded and disclosed it on the Timely Disclosure Network of the Tokyo Stock Exchange and on the Company’s website for the AGM to be held on March 25, 2022. （ www.kao.com/global/en/investor-relations/stock-information/shareholders/） The printed copy of convocation notice was dispatched on March 7, 2022. The exercise of voting rights by electromagnetic means was started at the Annual General Meeting of Shareholders held in 2006. The use of an electronic voting right exercise system for institutional investors (“Platform” operated by ICJ, Inc.) was also started at the Annual General Meeting of Shareholders held in 2006. Furthermore in order to encourage the exercise of voting rights by the foreign shareholders, who hold close to 50% of the Company’s total shares, the Company conducts surveys on shareholders who actually own the shares and provides them with the summary of the notice of Annual General Meeting of Shareholders in English. The Company also encourages the exercise of voting rights by Japanese Institutional Investors at analyst meeting and interviews for full-year financial results. English translation (summary) of the convocation notice is published on the Company’s website on the same day as Japanese. The Company decides on a date for its Annual General Meeting of Shareholders within the three-month period after the fiscal year-end by designing a schedule premised on providing sufficient time for deliberation by shareholders who have received a convocation notice and ensuring a sufficient number of days for an audit of the financial statements by the Accounting Auditor then considering factors including securing an assembly hall with the capacity to hold the attendees and days when Directors and Audit & Supervisory Board Members, including Outside Directors/Audit & Supervisory Board Members, and Executive Officers can attend. The Company works to enhance the content of its convocation notices for Annual General Meetings of Shareholders by conducting regular revisions to proactively incorporate information considered conducive to appropriate judgments by shareholders, in addition to items required by law. Also, it provides institutional investors and others with explanation as necessary. At the Annual General Meeting of Shareholders, the Company provides shareholders with easy-to-understand explanations of the main parts of the business report, major issues and the medium-to-long-term outlook using projected images and a thorough question-and-answer session. The Company also provides opportunities for shareholders who desire to make the acquaintance of Directors and Audit & Supervisory Board Members and Executive Officers to do so after the close of the Annual General Meeting of Shareholders. (However, at the Annual General Meetings of Shareholders in March 2021and March 2022, it was canceled to prevent the spread of COVID-19.) For proposals against which a considerable number of votes have been cast at the Annual General Meeting of Shareholders, after conducting an analysis of the causes, including confirmation of matters such as benchmarks for the exercise of voting rights by institutional investors, the Company works to gain understanding of its 18stance through explanations to institutional investors by sending letters or conducting direct dialogues. In addition, the Company takes the advice and opinions of institutional investors seriously and uses them to reconsider and improve items related to such proposals against which votes were cast. The Company enables the delegation of certain powers of the Annual General Meeting of Shareholders, such as issuing an interim dividend and exempting Directors and Audit & Supervisory Board Members from liability, to the Board of Directors. Such de