SAKATA INX
Criteria for Determining the Independence of Outside Directors

Outside directors shall be considered independent if any of the following do not apply to them.

  1. An executive*1 of the Company or its subsidiary (hereinafter collectively the "Group") or a person who was an executive of the Group in the past 10 years.
  2. A person or entity a major business partner of whom is the Group*2 or a person who executes the business of the said person or entity.
  3. A major business partner of the Group*3 or a person who executes the business of the said business partner.
  4. A major shareholder*4 of the Company or a person who executes the business of the said shareholder.
  5. A major lender of the Group*5 or a person who executes the business of the said lender.
  6. A person who belongs to an audit corporation which is an accounting auditor for the Group.
  7. A consultant, accounting expert or legal expert who receives a large amount of money or other property*6 from the Group other than compensation for officers (if the person receiving such property is a corporation, partnership, or other organization, the person belonging to such organization).
  8. A person or entity who has received large donations*6 from the Group or a person who executes the business of the said person or entity.
  9. An executive of a third company for which an executive of the Company is concurrently serving as an outside officer.
  10. A person who has fallen under any of 2 through 9 above in the past three years.
  11. A person's spouse or relative having the second degree of kinship, if the person falls under any of 1 to 9 above and is also considered an important person.*7
  • *1 An "executive" is an executive director, executive officer, or executive employee.
  • *2 A "person or entity a major business partner of whom is the Group" refers to a business partner whose transactions with the Group exceeded 2％ of the business partner's consolidated sales in the most recent fiscal year.
  • *3 A "major business partner of the Group" refers to a business partner whose transactions with the Group exceeded 2％ of the Company’s consolidated annualized sales in the most recent fiscal year.
  • *4 A "major shareholder" means a shareholder who held 10％ or more of the total number of voting rights at the end of the most recent fiscal year.
  • *5 A "major lender" refers to a lender whose loans provided to the Group exceeded 2％ of the total assets shown in the Company's consolidated balance sheet as of the end of the most recent fiscal year.
  • *6 A "large amount of money or other property" and "large donations" shall be considered "large" if the amount received exceeded 10 million yen in the most recent fiscal year.
  • *7 An "important person" refers to an employee who as an executive fulfills important duties such as those of an executive director, executive officer, general manager, etc.

Established on December 1, 2023
Revised on March 26, 2026