DyDo Group Holdings

1.Basic Approach to Corporate Governance

"Creating happiness and prosperity, together with people and with society. To achieve this goal, the DyDo Group will continue to embrace new challenges in a dynamic way." The DyDo Group Philosophy inspires us in our ongoing quest to ensure proper, upstanding business practices and rigid compliance with relevant laws and regulations. It motivates us to constantly improve management efficiency and transparency, and to promote the creation of happiness and prosperity together with all of our stakeholders, including our customers, our employees, our business partners, our communities, and our shareholders.

Our core Domestic Beverage Business deals with products deeply rooted in consumers' daily lives, with approximately 90% of segment sales coming from vending machine sales rooted in local communities. Through our fabless business model, where we do not own manufacturing facilities and instead outsource all production and logistics to partner companies nationwide, we focus our resources on product planning, development, and vending machine operations. Our extensive vending machine network is managed in collaboration with our employees and the Kyoeikai (a collective term for our partner companies operating DyDo vending machines).
This unique business model is built on trust with our stakeholders, and we see it as our corporate responsibility to "create happiness and prosperity, together with people and with society." This is recognized as the most important management issue. In order to "continue to embrace new challenges in a dynamic way," improving corporate governance systems that enable transparent, fair, swift, and decisive decision-making remains key to serving the collective interests of our shareholders.

2.How We Put the Japan's Corporate Governance Code

(1) Securing the rights and Equal Treatment of Shareholders

At the DyDo Group, our corporate philosophy guides us to work in close partnership with a broad range of stakeholders. For instance, we endeavor to effectively secure the rights of our shareholders, and to prepare an environment in which they can exercise those rights appropriately.

(2) Appropriate Cooperation with Stakeholders Other Than Shareholders

We are keenly aware that our efforts to generate sustainable growth and improve corporate value over the medium- to long-term (as enshrined in our corporate philosophy) are reliant on the valuable resources and contributions of a broad spectrum of stakeholders, including our customers, our employees, our business partners, and our communities. Moreover, we are proud to work in close partnership with our stakeholders, and we proactively incorporate their feedback into the running of the DyDo Group. The executives and board of directors are charged with leading the creation and maintenance of a corporate culture that demands respect for the rights and positions of stakeholders and firm adherence to corporate ethics.

(3) Ensuring Appropriate Information Disclosure and Transparency

In line with our policy of transparency, fairness, and long-term focus, we provide shareholders, investors, and all other stakeholders the information they need to make informed decisions. This includes information on our companies' finances, business performance, management strategies and issues, risks, and other matters relating to governance. Indeed, we consider our legal obligation to disclose pertinent information promptly and appropriately to be a serious matter. In addition, however, we are also eager to publish information that encourages correct understanding of the DyDo Group to the furthest possible extent.

(4) Responsibilities of the Board

The board of directors seeks to discharge its responsibility and accountability to shareholders by pursuing a three-pronged strategy for consistent improvement of the group's earning power and capital efficiency so as to achieve sustainable growth and improve corporate value over the medium- to long-term. Those three facets are: 1) set the direction for implementation of the group's corporate strategy; 2) establish a platform for executives to take calculated risks; and 3) institute effective, independent, and objective oversight of executives and directors.

(5) Dialogue with Shareholders

Constructive dialogue with shareholders is an integral part of our IR strategy, which is geared toward our goal of sustainable growth and improved corporate value over the medium- to long-term. Such communication not only fosters correct understanding of the DyDo Group, but it also generates valuable feedback that serves as a frank appraisal of our true trustworthiness and corporate value.