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Overview of the Company’s Corporate Governance Structure

① Board of Directors

The Board of Directors consists of Directors (excluding Directors who are Audit and Supervisory Committee Members) and Directors who are Audit and Supervisory Committee Members.More than half of the Board are Outside Directors, and the majority of them are Independent Outside Directors. The Board holds regular monthly meetings, extraordinary meetings as necessary, and written resolutions. The Board reviews the management status of the Company and its operating subsidiaries and makes decisions on important matters concerning the Group based on appropriate discussions.

② Audit and Supervisory Committee

The Audit and Supervisory Committee consists of Directors who are Audit and Supervisory Committee Members (including one full-time member). A majority of the Committee are Outside Directors, and More than half of those are Independent Outside Directors. The Committee holds regular monthly meetings and extraordinary meetings as necessary. To enhance audit effectiveness, internal meeting information is provided by the full-time Audit and Supervisory Committee Member, and information is exchanged, with deliberations conducted on audit matters.

③ Nomination Advisory Committee and Remuneration Advisory Committee

The Nomination Advisory Committee consists of all Independent Outside Directors and the President. It meets as necessary to deliberate and decide on matters related to the nomination and dismissal of Directors and Executive Officers to be submitted to the Board. The Remuneration Advisory Committee, also composed of all Independent Outside Directors and the President, determines individual remuneration for Directors and Executive Officers as delegated by the Board. It also examines related policies and systems and reports findings to the Board as appropriate.

④ Management Meeting

The Management Meeting consists of internal Directors, the full-time Audit and Supervisory Committee Member, and Executive Officers. In principle It is held once a week. The meeting deliberates and decides on important matters related to the operation of the Company and its operating subsidiaries.

⑤ Operations Meeting

The Operations Meeting consists of internal Directors, Executive Officers, Department Managers of the Company and BOOKOFF CORPORATION LIMITED, and Presidents of subsidiaries. It is held in principle once a month.
The meeting shares updates on business execution in each department and subsidiary, as well as decisions made at the Management Meeting.

⑥ Sustainability Strategy Committee

The Sustainability Strategy Committee, chaired by the President, meets at least once every six months. Committee members discuss various risks and opportunities, such as climate change, how to deal with them and the necessary strategies. Monitoring progress of the action plans of all BOOKOFF business units is another role of the committee.

⑦ Compliance and Risk Management Committee

The Compliance Management Committee chaired by the responsible executive, monitors the status of compliance with laws, the Articles of Incorporation, and internal regulations within the Group, identifies issues, and proposes improvements. The Risk Management Committee, chaired by the responsible executive, identifies risks within the Group and deliberates and proposes countermeasures, thereby strengthening the risk management framework.

⑧ Internal Audit Department

The Internal Audit Department  perform audits throughout each year in accordance with an internal audit plan that complies with internal audit rules and was approved by the Board of Directors. Audits confirm and evaluate the suitability and effectiveness of business operations and the associated internal controls.

Composition of governance bodies as of August 23, 2025

Name Responsibilities at the Company Board of Directors Audit & Supervisory Management Meeting Nomination Advisory Committee Compensation Review Committee Sustainability Strategy Committee ComplianceManagement Committee Risk Management Committee
Yasutaka Horiuchi President and CEO ◎ 　 ◎ ◎ ◎ ◎ 　 　
Norihiro Watanabe Directors ○ 　 ○ 　 　 ○ ○ ◎
Yoshiko Kawaguchi Directors ○ 　 ○ 　 　 ○ ◎ ○
Masaaki Takano* Outside Directors* ○ 　 　 ○ ○ ○ 　 　
Hideki Hasegawa* Outside Directors* ○ 　 　 ○ ○ 　 　 　
Hideaki Tamura Director (Full-time Audit & Supervisory Committee Member) ○ ◎ ○ 　 　 　 ○ ○
Satsuki Miyahara* Outside Directors (Audit & Supervisory Committee Members) ○ ○ 　 ○ ○ 　 　 　
Yasuhiro Tsujii Outside Directors (Audit & Supervisory Committee Members) ○ 　 ○ 　 　 　 　 　
Hiroyuki Ueda Executive Officers 　 　 ○ 　 　 　 　 　
Takashi Hasegawa Executive Officers 　 　 ○ 　 　 ○ ○ 　
Mitsuhiro Sato Executive Officers 　 　 ○ 　 　 　 　 ○
Toru Inoue Executive Officers 　 　 ○ 　 　 ○ 　 　

(Note) ○ indicates a member ◎ indicates Chairperson or Committee Chair ※ indicates Independent Outside Director

(Resolution Requirements for Election of Directors)
The Articles of Incorporation specify that resolutions for the election of Directors shall require the attendance of shareholders holding one-third or more of the voting rights of all shareholders entitled to vote, and a majority vote of those present. Cumulative voting is not adopted.

The company shall deem an Outside Director lacking independence of the he or she falls under any of the following items.

１．As of the present day or within the past one year, any Outside Director is/was an executive director, executive officer, other similar officer or employee (hereinafter “Executive Person") of "a present customer with whom the Company and its subsidiaries (hereinafter “the Group") cannot promptly discontinue transactions” or “a present customer who cannot promptly discontinue transactions with the Group."

２．As of the present day or within the past one year, any Outside Director is/was a professional belonging to an organization that is the Group's "present fee recipient with whom the Group cannot promptly terminate the contract" or the Group's "present fee recipient who cannot promptly terminate the contract with the Group."

３．Within the past 10 years, any Outside Director is/was an Executive Person or non-executive director of the present parent company of the Company.

４．Within the past 10 years, any Outside Director is/was an Audit & Supervisory Board Member of the present parent company of the Company.

５．Within the past 10 years, any Outside Director is/was an Executive Person of the present fellow subsidiary of the Company.

６．As of the present day or within the past one year, any Outside Director receives/received from the Group cash or other properties at the amount of ¥2.4 million or more per year other than remuneration as an Outside Director.

７．A spouse or a person within the second degree of affinity of any Outside Director is/was a person who falls/fell under any of the above items 1 to 6.

８．Within the past one year, a spouse or a person within the second degree of affinity of any Outside Director was an Executive Person or a non-executive director of the Company.

９．As of the present day or within the past one year, a spouse or a person within the second degree of affinity of any Outside Director is/was an Executive Person or a non-executive director of the Company's subsidiaries.

10．Any Outside Director holds 10% or more of the voting rights of the Company (or is an Executive Person of a legal entity that holds 10% or more of the voting rights of the Company).

11．Any Outside Director is an Executive Person of a legal entity for whom an Executive Person of the Group is an Outside Director.

12．Any Outside Director receives from the Group donations that he or she cannot promptly discontinue receiving (or is an Executive Person of an organization that receives from the Group donations that it cannot promptly discontinue receiving).

13．As of the present day or within the past one year, any Outside Director is/was an Executive Person of a present "other associated companies" or the "parent company or subsidiaries of the other associated companies) of the Company.

14．The cumulative tenure as an outside director of the Company exceeds 10 years.

Name Independent Directors Reason for Appointing the Outside Director
Masaaki Takano ○ Mr. Takano has management experience at major department stores, knowledge about affluent customers and retail industry trends, and the ability to conduct marketing activities and store operations from the standpoint of customers. In addition, he has knowledge regarding the control of retail stores, employee training and other items. As a Director, he has provided many opinions concerning these matters. He has also provided advice about services for affluent customers, the operation and organizational development of large stores, the training of executives, and other subjects. Advice includes measures for increasing the commitment to compliance at retail stores and retaining this commitment. Mr. Takano is a candidate for reelection as a Director in order to continue to benefit from opinions covering many subjects that are given from an independent perspective.
Hideki Hasegawa ○ Mr. Hasegawa has many years of management and practical experience in the IT sector and knowledge concerning trends and cost optimization for IT development projects. He has provided opinions about a broad range of themes that are not limited to the IT sector. He can provide advice from a medium to long-term standpoint about IT strategies, cost optimization and the stability of operations. Mr. Hasegawa is also expected to provide opinions about business development and the operation or organizations by using independent and new perspectives. For these reasons, he is a candidate for reelection as a Director.
Satsuki Miyahara ○ Ms. Miyahara has extensive global practical experience as a certified public accountant with specialized knowledge in corporate accounting. As a Director, she has provided many opinions concerning these matters. She will continue to provide oversight and advice to ensure that business operations and organizations across the Group are appropriate.
Yasuhiro Tsujii Mr. Tsujii has experience as an executive officer of a group company of a listed company, involvement with the installation of equipment and interior and exterior design work at book and other stores, and specialized knowledge in these fields. He is expected to use his experience and knowledge for the oversight of compliance, risk management, safety management and other activities and to provide specialized opinions and advice about store facilities and other subjects. Therefore, he is a candidate for election as a Director who is a member of the Audit & Supervisory Committee because he has suitable skills for further increasing corporate value and achieving the sustained growth of the BOOKOFF Group.

In order for outside directors to effectively and accurately supervise and monitor management from an independent standpoint, we provide necessary materials and explanations as needed. Furthermore, full-time directors who are members of the audit and supervisory committee attend important internal meetings to gather sufficient information from various departments and share this with outside directors on the audit and supervisory committee as appropriate.

Our company has developed a system for conducting an analysis and evaluation of the effectiveness of the Board of Directors, based on the results of a questionnaire survey of each director (including self- assessment), and analyze and evaluate the results at the Board of Directors meetings. 
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