GOVERNANCE | Midas Capital Co., Ltd.

GOVERNANCE

ガバナンス

Midas Corporate Group Declaration

Midas Capital Co., Ltd.

The Midas Group (a collective term for Midas Capital Inc., Midas Capital and its affiliated companies, and the funds organized by these entities (hereinafter referred to as "Midas Funds"), as well as the portfolio companies invested in through the Midas Funds) hereby declares the following in view of the healthy development of the capital markets, the establishment of a robust governance system, and the protection of diverse stakeholders:


(I) Business Transactions
When conducting business transactions between companies within the Midas Group, such transactions will be carried out under economic conditions (transaction details, transaction initiation, and transaction price) that do not significantly deviate from those with third parties or market transactions within a reasonable range.
Furthermore, when initiating business transactions between companies within the Midas Group, both parties will obtain resolutions from their respective boards of directors or equivalent decision-making bodies.
In principle, for each investee company, the proportion of amounts accounted for in transactions with other Midas Group companies should not exceed certain standards concerning total sales, cost of sales, total selling expenses and general administrative expenses, total assets, and total liabilities, and mutual monitoring will be implemented.


(II) Capital Transactions
In principle, companies within the Midas Group will not make investments or loans to other companies within the Midas Group.


(III) Human Resource Exchange
In principle, full-time executives of each investee company will not hold concurrent positions in other companies within the Midas Group. If an officer of Midas Capital Co., Ltd. assumes a position as an officer in an investee company, it will be limited to a non-executive director or auditor, and the officer’s remuneration will be based on economic conditions that do not significantly deviate from market transactions.