SUSTAINABILITY FOR THE MEDIA DO GROUPCORPORATE GOVERNANCE

Basic Policy

Alongside our vision of “MORE CONTENT FOR MORE PEOPLE!”, the Group has set forth the mission of “Unleashing a virtuous cycle of literary creation,” by which we will distribute written works as widely as possible under fair usage conditions and return the profits to their creators. We will thereby strive to contribute to the development of culture and enrichment of society on a global scale. To accomplish this mission, MEDIA DO has put forth the basic management policy of improving corporate value and thereby maximizing shareholder value over the medium to long term based on an accurate understanding of the importance of its various stakeholders. MEDIA DO recognizes the following as important management issues to be addressed as its management grows increasingly more global: The expedition and streamlining of management decisions to facilitate the further broadening of its business and the heightening of corporate value, and the improvement of management health and transparency through enhanced corporate governance. Entrenching corporate ethics and awareness of these principles throughout the Company will be imperative to improving the health and transparency of management. Entrenching corporate ethics and awareness of these principles throughout the Group will be imperative to improving the health and transparency of management. By fostering such awareness, the MEDIA DO Group aims to develop a corporate culture in which all internal institutions, officers and employees make fair and accurate decisions. Meanwhile, improving management transparency, and thereby building long-term, trusting relationships with stakeholders, will require prompt and proactive disclosure of information. Systems for information disclosure, both legally mandated and voluntary, are therefore being enhanced toward this end.

To ensure impartial and highly effective management, MEDIA DO will continue to strengthen its corporate governance systems through such means as more effectively allocating resources, expediting decisions, and entrenching compliance awareness under the guidance of the Board of Directors.

For more information, please refer to below.

Corporate Governance System

The Company has selected the Company with Board of Company Auditors structure described in the Companies Act of Japan for its organizational structure as this structure provides for two lines of checks on operational execution through supervision by the Board of Directors and audits from the perspectives of legal compliance and appropriateness by the Audit & Supervisory Board. Under the Company’s current corporate governance system, all outside Audit & Supervisory Board members have been designated as independent auditors as stipulated by the TSE, while the three outside directors are established as independent directors.

This composition makes it possible for outside Audit & Supervisory Board Members to audit the operational execution of directors with operational execution functions (executive directors) from the perspectives of legal compliance and appropriateness. Similarly, outside directors are able to exert influence on executive directors through the supervision of their exercise of voting rights at meetings of the Board of Directors and the appropriateness of these decisions. With all officers performing their functions in this manner, the Company is working to protect the interests of general shareholders. Furthermore, the Nomination and Compensation Committee was voluntarily established in June 2021 to facilitate the improvement of management transparency and impartiality, to strengthen the oversight function of the Board of Directors, and to expedite the execution of decisions. In addition, the Sustainability Committee was established in June 2022 to help build upon integrated Companywide risk management activities while enhancing sustainability management initiatives. Going forward, the Company will continue working to increase corporate value through the exercise of its corporate philosophy and the improvement of the effectiveness of its corporate governance systems.

Governance Data (As of June 1, 2025)

Organizational structure		Company with Board of Company Auditors
Directors	Term of directors	1 year
	Board of Directors Chair	President and CEO
	Number of directors (of which, outside directors)	7(3)
	Attendance rate of Outside Directors at board meetings	96.1% (FY2025)
	Incentives provided to directors	Restricted stock compensation system, etc.
Audit & Supervisory Board Members	Term of Audit & Supervisory Board members	4 years
	Number of Audit & Supervisory Board members (of which, outside Audit & Supervisory Board members)	3(2)
	Major meetings attended by Audit & Supervisory Board Members	Board of Directors, Audit & Supervisory Board, planning progress meetings^1, Sustainability Committee^2, etc.
	Attendance rate of Outside Audit & Supervisory Board Members at board meetings	100%(FY2024)
	Attendance rate of Outside Audit & Supervisory Board Members at Audit & Supervisory Board	100%(FY2024)
Has executive officer system		Yes
Voluntary advisory body to the Board of Directors		Nomination and Compensation Committee
Accounting auditor		Avantia G.P.
Internal audit division		Internal Audit Office under the Board of Directors

Attended only by Standing Audit & Supervisory Board Members
Voluntary attendance

Corporate Governance Structure(As of June 1, 2025)

Policies for Appointment of Directors and Audit & Supervisory Board Members

The articles of incorporation stipulate that the Board of Directors should comprise eight or less directors and that the Company should have four or less Audit & Supervisory Board members. Within this scope, the Company’s basic policy is to choose the membership of the Board of Directors that is deemed ideal while considering the balance of business knowledge, experience, and skills of members as well as their gender, nationality, age, and other diversity aspects.

From the perspectives of objectivity and transparency, candidates for positions as directors are selected by the Board of Directors after consulting with the Nomination and Compensation Committee and receiving reports on the discussions and evaluations of this committee.

Evaluations and decisions regarding director candidates are carried out with comprehensive consideration paid to their experience, insight and specialties based on MEDIA DO’s business philosophy and management strategies. In selecting candidates for positions as outside directors and outside Audit & Supervisory Board Members, the Company seeks individuals that fulfill the requirements for outside directors and outside auditors stipulated by the Companies Act of Japan and for independent directors and independent auditors put forth by the TSE. Moreover, these individuals must not present the risk of conflicts of interest with general shareholders.

Reason for selection

Yasushi Fujita President and CEO	Yasushi Fujita is deeply acquainted with all aspects of the Company’s business operations as the Company’s founder. Responsible for planning medium- to long-term strategies for the entire MEDIA DO Group, as well as formulating the Company’s philosophy and identity, he has extensive experience and in-depth knowledge as a corporate manager since the Company’s establishment. Attendance at Board of Directors Meetings 17/17
Hiroshi Kanda Vice President and CFO	Since joining the Company, Hiroshi Kanda has been in charge of general corporate affairs with a focus on the Corporate Planning Office, and has promoted the　establishment of a swift business execution system in the Company’s business and in Group companies, the optimal placement of management resources, investor relations, sustainability activities, and other aspects. He has extensive experience and in-depth knowledge as a corporate manager. The Company proposes his election as Director in the expectation of using this extensive experience and in-depth knowledge in the　management of the Company. Attendance at Board of Directors Meetings 17/17
Kayoko Hanamura Director and COO	Kayoko Hanamura is deeply acquainted with the electronic book industry, and since joining the Company, she has been involved in the eBook Distribution Business, and while developing services she has led its growth into what is currently a core business. The Company proposes her election as Director in the expectation of using this extensive experience and in-depth knowledge. Attendance at Board of Directors Meetings 17/17
Koichi Sekiya Director	Koichi Sekiya is deeply acquainted with the publishing industry and is engaged in business operations in a broad spectrum of fields in the business world. He has extensive experience and in-depth knowledge as a corporate manager. The Company proposes his election as Director in the expectation of using this extensive experience and in-depth knowledge in the management of the Company. Attendance at Board of Directors Meetings 13/13 Appointed to current position in May 2024
Ayako Kanamaru Outside Director^*	As an attorney at law, Ayako Kanamaru has extensive experience and expert knowledge related to general corporate legal affairs encompassing international transactions, internal controls and corporate governance. She has been providing appropriate advice and supervision for the management of the Company as outside Director. The Company proposes her election as outside Director in expectation of applying such knowledge and experience to the Company’s risk management and governance domains. She has never been involved in the management of a company in the past, except as an outside Director or outside Audit & Supervisory Board Member. However, the Company judges she will appropriately fulfill her duties as an outside Director based on the above reasons. She is expected to provide pertinent advice from the viewpoint of risk management and governance based on her knowledge and experience as an attorney at law, and effective supervision of the management team from an independent and objective standpoint. Attendance at Board of Directors Meetings 16/17
Haruo Miyagi Outside Director^*	Haruo Miyagi has extensive experience and in-depth knowledge regarding business support and organizational operation in a broad range of fields as the Representative Director of an NPO dedicated to the fostering and mentoring of entrepreneurial leaders. He has been providing appropriate advice and supervision for the management of the Company as outside Director. The Company proposes his election as outside Director in the expectation of applying such experience and knowledge to further strengthen business promotion and organizational operation in the MEDIA DO Group. He has never been involved in the management of a company in the past, except as an outside Director or outside Audit & Supervisory Board Member. However, the Company judges he will appropriately fulfill his duties as an outside Director based on the above reasons. He is expected to provide pertinent advice from his viewpoint on promotion of business and organizational operation in a broad range of fields, based on his long-standing knowledge and experience gained through fostering and supporting entrepreneurial leaders, and effective supervision of the　management team from an independent and objective standpoint. Attendance at Board of Directors Meetings 16/17
Junko Mokuno Outside Director^*	Junko Mokuno has extensive experience and in-depth knowledge regarding strategy formulation and business management in the fields of e-commerce and digital marketing at various companies, including those in the content industry. The Company proposes her election as outside Director in the expectation of applying such experience and knowledge to further strengthen business promotion, marketing and branding in the MEDIA DO Group. She is expected to provide pertinent advice from her viewpoint on promotion of business and marketing, based on her knowledge and experience gained through strategy formulation and business management in the fields such as digital marketing at various companies, and effective supervision of the management team from an independent and objective standpoint. Attendance at Board of Directors Meetings 17/17
Makoto Nakajima Standing Outside Audit & Supervisory Board Member^*	Makoto Nakajima has expert knowledge related to corporate governance, risk management and accounting derived from her experience as a government official in Ministry of Land, Infrastructure, Transport and Tourism and her experience as a certified public accountant and general manager of the internal audit office of a listed company. The Company judges her capable of appropriately fulfilling her duties as an outside Standing Audit & Supervisory Board Member. As such, the Company proposes her election as outside Audit & Supervisory Board Member in expectation that she will apply this expert knowledge to strengthen the Company’s audit framework. Makoto Nakajima has never been involved in the management of a company in the past. However, the Company judges she will appropriately fulfill her duties as an outside Standing Audit & Supervisory Board Member based on the above reasons. Attendance at Board of Directors Meetings 17/17 Attendance at Audit & Supervisory Board Meetings 17/17
Kazuyoshi Ohwada Standing Audit & Supervisory Board Member	Kazuyoshi Ohwada has experience in the human resource, general affairs, and finance and accounting divisions of the Company and possesses the insight necessary for facilitating the healthy and appropriate operation of the Company. He was appointed to the position of Audit & Supervisory Board member because it was judged that he is capable of effectively fulfilling this role. Attendance at Board of Directors Meetings 17/17 Attendance at Audit & Supervisory Board Meetings 17/17
Tsuyoshi Shiina Outside Audit & Supervisory Board Member^*	Tsuyoshi Shiina has expert knowledge particularly related to corporate governance and risk management, derived from his experience as an attorney at law and tax accountant, his experience in the Fukushima Nuclear Accident Independent Investigation Commission, and his experience as a member of the Lower House of Representatives. Attendance at Board of Directors Meetings 17/17 Attendance at Audit & Supervisory Board Meetings 17/17

Notification has been submitted designating the individuals in question as independent directors or auditors as stipulated by the Tokyo Stock Exchange.

Skills Matrix

The Company’s Board of Directors consists of diverse directors with the differing expertise, experience, skills, and backgrounds necessary to raise the level of sustainability in Board governance while enhancing the effectiveness of corporate governance.Moreover, the Company’s Audit & Supervisory Board consists of Audit & Supervisory Board members who provide supervision of the execution of duties by directors and of the Company’s management from their respective professional standpoints and thereby contribute to the strengthening of management monitoring functions.

Skills Matrix Definitions and Reason for Selection

Skills	Definitions	Reason for Selection
Corporate management	Experience as a senior executive in corporate management at a business company, demonstrating leadership as a top executive.	To ensure continuous growth and development of the organization amidst a changing business environment, management knowledge and experience are essential.
Legal affairs / risk management	Primarily knowledge, experience, and network of contacts in corporate governance, compliance, legal affairs, and risk management.	To continue building trusting relationships with stakeholders, including business partners, it is necessary to establish a compliance system based on legal observance and sound ethics, and to strengthen the management foundation for a sustainable organization.
Finance & accounting / capital policy	Expertise in financial accounting necessary for financial reporting and auditing, and experience and expertise in corporate fund procurement and management.	To ensure proper financial reporting, build a strong financial foundation, and aim for continuous corporate growth, knowledge and experience in finance, corporate finance, and accounting are necessary.
Investment / M&A	Driving force and appropriate judgment to oversee and lead the entire process from M&A strategy formulation, deal selection, negotiation, execution, to PMI.	To actively pursue investments and M&A for further business expansion, the ability to identify suitable deals, balance risk and return, and solve problems and lead initiatives necessary for value-up are required.
Technologies / Information security	Knowledge, experience, and expertise in information security and IT governance, and the ability to build service infrastructure based on technology strategy.	To continue providing safe, secure, and high-quality services is a responsibility as an industry infrastructure, and for this purpose, the introduction of new technologies and the establishment of a robust security system are required.
Personnel / HR development	Experience in creating supportive work environments and organizational development to maximize individual capabilities, and experience and expertise in human resource development for the continuous cultivation of diverse talent.	To achieve our mission and vision, and embody our corporate creed ("Growth and Possibility"), it is essential to maximize the abilities of our employees for the continuous growth of the organization.
ESG / Sustainability	Experience and expertise as a driver of ESG, knowledge, experience, and expertise regarding the social significance of companies and sustainability management.	To achieve corporate value enhancement through business growth and contribution to solving social issues, and to aim for a more attractive and sustainable organization, it is necessary to strengthen non-financial initiatives from the perspective of Environmental, Social, and Governance (ESG).
Business development / Innovation	Knowledge, expertise, and planning and promotional ability to accurately grasp changes in the industry, society, and technology, and to conceive and realize new businesses, services, and values without being bound by existing frameworks.	To achieve business growth while adapting to changes in the times, understanding the latest technologies, market analysis, and planning and promotional capabilities that leverage our unique strengths are necessary.
Overseas experience	Cross-cultural communication skills, knowledge, and expertise in overseas markets, economies, and businesses.	When making management decisions, such as promoting and developing overseas businesses like the global expansion of Japanese content, knowledge and experience in the overseas business environment are necessary.
Industry understanding	Knowledge and understanding of the publishing, content, and entertainment industries, and experience in operations and management within these industries.	With transaction records with almost all publishers and eBook retailers in Japan, understanding industry business practices and grasping the business environment are essential for envisioning future growth strategies.

Skills Matrix

	Name	Possessed specialization/ Field of expected contribution
	Name	Corporate management	Legal affairs/ risk management	Finance & accounting/ capital policy	Investment/ M&A	Technologies/ Information security	Personnel/ HR development	ESG/ Sustainability	Business development/ Innovation	Overseas experience	Industry understanding	Independence
Director	Yasushi Fujita	✓			✓	✓	✓	✓	✓		✓	ー
	Hiroshi Kanda	✓		✓	✓		✓	✓			✓	ー
	Kayoko Hanamura					✓	✓		✓		✓	ー
	Koichi Sekiya	✓					✓	✓	✓		✓	ー
	Ayako Kanamaru		✓					✓		✓		✓
	Haruo Miyagi	✓					✓	✓	✓			✓
	Junko Mokuno	✓				✓			✓		✓	✓
Audit & Supervisory Board Members	Makoto Nakajima		✓	✓				✓				✓
	Kazuyoshi Ohwada	✓	✓	✓			✓					ー
	Tsuyoshi Shiina		✓					✓				✓

Executive compensation

Executive Director Compensation Policies and Composition

Compensation for directors is decided in accordance with the basic policies detailed below.

Compensation systems for directors should be designed to generate strong motivation to pursue ongoing improvements in corporate value.
Compensation systems should also incorporate objective and transparent procedures founded on principles of accountability toward shareholders and other stakeholders.
Compensation amounts should be set appropriately based on the roles and responsibility of each individual director.

The Nomination and Compensation Committee was established in June 2021 to heighten transparency in deciding compensation in line with the basic policies. Based on discussion by the Nomination and Compensation Committee, compensation of directors and executive directors is comprised of monetary compensation and stock compensation (restricted stock compensation). In addition, performance-linked compensation was introduced in the fiscal year ended February 28, 2022. The indicators used for calculating performance-linked compensation have been set as consolidated net sales and operating profit in order to emphasize profitability and growth potential. In addition, amounts of stock compensation issued to individuals are determined with due consideration paid to the degree of each individual’s contributions to the accomplishment of qualitative targets related to ESG from the perspective of facilitating ongoing growth and improving medium- to long-term corporate value.

Compensation Type	Fixed Compensation		Performance-Linked Compensation
Compensation Type	Monetary	Stock	Monetary
Ratio of Compensation	Approx. 70%	Approx. 20%	Approx. 10%
Policies for Calculation Methods	Fixed monetary compensation shall be determined based on the roles and responsibilities of individuals (with consideration paid to the salaries of employees who are not directors). Fixed compensation for executive directors will also be influenced by comprehensive evaluations of individual performance in the preceding fiscal year as well as individual performance targets (commitments) set for the given fiscal year.	Stock compensation shall be allocated to individuals in amounts determined based on a comprehensive evaluation of each individual’s contribution to the accomplishment of ESG and other qualitative goals set from the perspectives of ongoing growth and medium- to long-term improvements in corporate value.	The indicators used for calculating performance-linked compensation shall be consolidated net sales and operating profit in order to emphasize profitability and growth potential.

Compensation of Directors and Audit & Supervisory Board Members in the Fiscal Year Ended February 2025

Officer category	Total Compensation (millions of yen)	Compensation by Type (millions of yen)			Number of eligible officers (persons)
Officer category	Total Compensation (millions of yen)	Fixed Compensation	Performance-Linked Compensation	Stock	Number of eligible officers (persons)
Directors (Outside Directors)	167 (14)	126 (14)	3 (-)	37 (-)	9 (3)
Audit & Supervisory Board Members (Outside Audit & Supervisory Board Members)	25 (18)	25 (18)	ー (-)	ー (-)	4 (3)
Total (Outside directors and auditors)	192 (32)	152 (32)	3 (-)	37 (-)	13 (6)

Activities of the Nomination and Compensation Committee

The Nomination and Compensation Committee was established on June, 2021, as an advisory body to the Board of Directors for the purpose of improving the transparency and objectivity with regard to the decision-making processes for nomination and compensation of directors.

Committee Members

Chair: Ayako Kanamaru (Outside Director)
Members: Haruo Miyagi (Outside Director), Junko Mokuno (Outside Director), Yasushi Fujita (President and CEO), Hiroshi Kanda (Vice President and CFO)
Executive Office: Corporate Planning Department / Human Resources Department

Major Topics of Discussion in the Fiscal Year Ended February 2025

Refine the definitions used in the skills matrix and expand the rationale for selection
Review the current status of the executive compensation system (including Executive Officers) and consider revisions
Consider revisions to the succession plan

Evaluation of Effectiveness of the Board of Directors

Without fail, the Company directly evaluates and analyzes the effectiveness of the Board of Directors each year for the purpose of enhancing its functionality. Based on evaluations of the effectiveness of the Board of Directors, appropriate and earnest action is then taken after sufficient discussion of the identified issues to continuously heighten the functionality of the Board of Directors.

Effectiveness Evaluation for FYE 2/25

Topics Discussed at Board of Directors’ Meetings in FYE 2/25

Theme	Major Topics	Number of Reports /Agenda Items
Management Strategy	Group capital strategies, strategic investments, progress of the medium-term management plan, reports on businesses (new, existing)	2
Finance and Accounting	Group corporate management, capital policies (shareholder returns, fund procurement), financial reporting	27
Investment and M&A	New investment, M&A, review of business portfolios	8
Human Resources and Organization	Nomination of directors and executive officers, officer compensation (monetary, nonmonetary), review of human resources system, organizational changes	10
Governance	General Meeting of Shareholders, Audit & Supervisory Board, Nomination and Compensation Committee, evaluation of Board effectiveness, developing policies and rules to enhance governance	17
Compliance and Risk Management	Compliance, risk management, internal controls	9
Sustainability	Reporting for sustainability efforts	5
Investor Relations	IR policies, IR activity reports and status of dialog with investors	6

Succession Planning (plans for successors)

Since President and CEO Fujita founded the Company during his time at university, he has continuously served as the President. In aiming to develop an organization that will continue for 100 years, we realize the exceptional importance of carrying out succession planning (plans for successors). Candidates for the position of President and CEO may be chosen from within management or from outside of the Company and should be individuals judged to possess a strong track record combined with superior management decision-making capabilities.

Alongside continuous deliberations by the Nomination and Compensation Committee, these capabilities are to be assessed based on consideration of factors such as the strength of their leadership, the level of passion they devote to exercising MEDIA DO’s corporate philosophy, their reputation inside and outside of the Company, their pursuit of innovation, and their personality and popularity. This plan also involves systematic efforts to carry out management training camps and executive training.

Engagement with Stakeholders

In pursuit of ongoing growth and medium- to long-term improvements in corporate value, MEDIA DO includes policies regarding frameworks and initiatives for facilitating constructive dialogue with shareholders in the MEDIA DO Basic Corporate Governance Policy, which is available for viewing. By acting in accordance with these policies, the Company seeks to improve its transparency through effective disclosure and engagement. In addition, a disclosure policy has been implemented and other steps are taken to share value and build trust with shareholders and other investors through effective communication.

Moreover, MEDIA DO seeks to improve management by incorporating the feedback it gains through continuous and proactive information disclosure and engagement activities.

Frameworks for Facilitating Constructive Dialogue

Representatives	President and CEO, Vice President and CFO
Internal venue for facilitating engagement	Corporate Planning Department (Finance / IR section)
Main Activities	Briefings for analysts and institutional investors Regular engagement activities targeting domestic and overseas shareholders and other investors Participation in conferences for domestic and overseas investors arranged by securities companies Organization of non-deal road shows for investors overseas Preparation and disclosure of financial results materials and IR tools
Methods of incorporating feedback	Quarterly reports on input gained through IR activities to the Board of Directors Communication of feedback to heads of relevant businesses
Examples of incorporation of feedback	Disclosure of monthly distribution growth rate^* Launch of a webpage for individual investors (Japanese only) Disclosure of materials for new investors Enhancement of quantitative information in financial results presentation materials

Disclosure of monthly distribution growth rate ended as of March 2024. For more details, please refer to the “Monthly Report (Monthly Distribution Growth Rate) for the month of March ending February 2025 and Notice Regarding the Cessation of Monthly Distribution Growth Rate Disclosure”. (Japanese only)

Investor questions and trends in FYE 2/25

Area	Ratio	Questions Received
eBook Distribution Business	38.7%	Growth potential of the eBook Distribution business compared with overall market growth Status and growth rates of major business partners Acquisition of new distribution channels going forward Improvement in profit margins Impact of piracy sites on performance, etc.
Strategic Investment Businesses	28.8%	Timing at which the Strategic Investment businesses will achieve profitability as a whole Performance and situation of NIHONBUNGEISHA Co., Ltd. Impact of Flier Inc.’s IPO and the future relationship Criteria and progress for reviewing the business portfolio, etc.
Other	32.5%	Shareholder return policy Cash allocation TOKUSHIMA GAMBAROUS Overview and numerical targets of the Medium-Term Management Plan Status of compliance with the Prime Market’s continued listing criteria, etc.