To achieve sustainable growth and increase the corporate value of the Group over the medium to long term, the Company established the Basic Policy on Corporate Governance of ENEOS Group with the objective of establishing and operating a corporate governance framework for the conduct of transparent, fair, timely, and decisive decision-making in the Group’s management.
The policy describes systematically and comprehensively the Group’s basic approach to corporate governance as well as its establishment and operation, taking into consideration the Corporate Governance Code established by the Tokyo Stock Exchange.
The policy, published on the Company’s website, is our commitment to all stakeholders, including shareholders of ENEOS Holdings, Group customers, business partners, employees, and local communities.

• Basic Policy on Corporate Governance of ENEOS Group
• (Exhibit 1) ENEOS Group Code of Conduct
• (Exhibit 2) Medium-Term Management Plan
• (Exhibit 3) Basic Policy on Internal Control System
• (Exhibit 4) Standards for Consideration of Independence of Independent Directors
• (Exhibit 5) Disclosure Policy
• (Exhibit 6) Shareholder Return Policy and Capital Policy
• Corporate Governance Report (Available in Japanese only) (updated November 25,2025)

Corporate Governance Framework

Board of Directors

The Board of Directors makes decisions on matters stipulated by laws, regulations, or the Articles of Incorporation; the medium-term management plan; important matters regarding business execution for the Company and Principal Operating Companies; etc.

Executive Council

The Executive Council has been formed to discuss matters related to operational execution that require the approval of the CEO. This council is composed of the CEO, the Executive Vice Presidents, the Senior Vice Presidents who have been appointed by the CEO, and the CEO/President of each Principal Operating Company.
Thus, at the Executive Council, through careful deliberation by executive members of the Company and the Principal Operating Companies, appropriate and efficient decisions by the CEO are secured.

Corporate Governance Framework at a Glance (As of June 26, 2025)

Item	Details
Organization format	Company with an audit and supervisory committee
Number of directors who are not Audit and Supervisory Committee members*	6 (2 inside, 4 outside)
Number of directors who are Audit and Supervisory Committee members*	4 (1 inside, 3 outside)
Total number of directors	10 (3 inside, 7 outside; 4 female directors)
Percentage of outside (independent) directors	70%
Percentage of female directors	40%
Chairman of the Board of Directors	Outside director
Term of directors who are not Audit and Supervisory Committee members	1 year
Term of directors who are Audit and Supervisory Committee members	2 years
Adoption of executive officer system	Yes
Decision-making body for the appointment and dismissal of directors	General Meeting of Shareholders
Decision-making body for the upper limit of director remuneration	General Meeting of Shareholders
Institution assisting the CEO’s decision-making	Executive Council
Voluntary advisory committees for the Board of Directors	Nomination Advisory Committee and Compensation Advisory Committee (1 inside, 4 outside; chairman: outside director)
Term of Independent Auditors	1 year

• * At the most recent General Meeting of Shareholders (15th Ordinary General Meeting of Shareholders), no directors received 10% or more opposing votes.

• * For director profiles, see Executives.

• 1Composition of the Nomination Advisory Committee and the Compensation Advisory Committee as of June 26, 2025
• 2To ensure constructive discussion between outside directors, who supervise management from an independent and objective perspective, and inside directors, who have the greatest familiarity with the status of management, etc. in the Group, the Nomination Advisory Committee and the Compensation Advisory Committee are each comprised of outside directors who are not Audit and Supervisory Committee members and the CEO.
• 3For director profiles, see Executives.

Strengthening Corporate Governance

Since the business integration in 2017, the Company has progressively implemented measures to strengthen corporate governance for the establishment of an appropriate management structure and operation of Group management.

Past Efforts to Strengthen Corporate Governance

• * Clawback provision: A clause requiring the return of all or part of officer remuneration after payment in the event of a material compliance violation
  Malus provision: A clause preventing the vesting of all or part of officer remuneration before payment in the event of a material compliance violation

Comprehensive Recurrence Prevention Measures

With reference to issues identified regarding past inappropriate behavior by top management, we are rigorously implementing recurrence prevention measures.

1. 1.Enhancement of Director Selection Process
   • Enhancement of human resources due diligence when selecting directors (focusing on the risks of harassment, alcohol consumption, and deviation from norms)
2. 2.Enhancement of Normative Awareness of Officers
   • Declaration of compliance and commitment (CEOs/presidents of ENEOS Holdings and principal operating companies)
   • Conduct compliance training four times a year with outside experts as instructors
   • Complete a range of e-learning courses on general compliance and key laws and regulations
3. 3.Behavioral Management of Directors
   • Institution and operation of rules for directors attending social gatherings
4. 4.Enhancement of Monitoring of Directors
   • Implementation of upward feedback^* for directors

• * An initiative for gaining objective feedback from colleagues on one’s own behavior and the status of day-to-day management

Since fiscal 2016, the Company’s Board of Directors has conducted annual evaluations of its effectiveness, which serve as a basis for improvement.
In fiscal 2024 the Board of Directors surveyed all directors, including outside directors, during the period from November to December 2024, to evaluate the Board’s effectiveness. The results of the evaluation and analysis were reported at the Board of Directors meetings held on February 27 and March 26, 2025.
In fiscal 2024, we conducted in-depth evaluation of the following items, with support from third-party organizations to ensure the objectivity and transparency of the evaluation process.

Evaluation Items

1. 1.Composition and operation of the Board of Directors
2. 2.Role of the Board of Directors
   • Presentation of major directions, such as corporate strategies
   • Establishment of a supportive environment for appropriate risk-taking by management
   • Highly effective supervision from an independent standpoint
3. 3.Dialogue with shareholders

The survey responses were mostly positive, indicating that the Board of Directors generally continues to be effective. The results also indicated areas with relatively low evaluations where further improvement is needed.
We are therefore working toward implementation of the following.

1. 1.Stimulated more active discussion from the optimal perspective for the entire Group through broadening discussions on the Group’s overall management strategies, strategy discussions based on CxO reports, and discussions on capital policies, and further strengthening the leadership role of the chairman of the Board of Directors.
2. 2.Further improving the monitoring function of the Board of Directors by providing outside directors with information on risks and investments from a wide range of perspectives.
3. 3.Enhancing the provision of information to outside directors by sharing the content of Executive Council discussions and through worksite and business site inspections tours, and other activities.

Additionally, the following initiatives were implemented to “further strengthen the oversight function” and “raise the quality of discussions and explanations by the Board of Directors,” which were identified as issues to address in fiscal 2023.

1. 1.Continued improving the transparency of governance (ratio of outside directors on the Board of Directors over 70%, outside director serving as chairman of the Board of Directors) and restructuring the succession plan for the enhancement of the ENEOS Group.
2. 2.Discussed management strategy for fiscal 2025 onward from the optimal perspective for the entire Group through the formulation of the fourth Medium-Term Management Plan.
3. 3.Enhanced information sharing with outside directors through worksite and business site inspection tours, attendance as an observer in Executive Council by the chairman of the Board of Directors, and interviews of the presidents of principal operating companies conducted by outside directors.
4. 4.To stimulate discussions among the Board of Directors, in principle, outside directors and executives met before and after Board of Directors meetings to exchange opinions on specific business policies and other matters.

In addition, the Company’s Audit and Supervisory Committee conducted an evaluation of the effectiveness of the Company’s audit activities in fiscal 2024. Issues are communicated among the Audit and Supervisory Committee members and will be reflected in the audit plan for fiscal 2025, as we seek to construct an effective auditing system.

Process for Evaluation of Effectiveness

The Board of Directors is composed of an appropriate number of members to enable free and constructive discussion and exchange of opinions, with members appointed in consideration of Board diversity and the knowledge, experience, and abilities of each member. The Company appoints independent outside directors^* to a majority of director positions. As of June 26, 2025, the percentage of outside independent officers was 70%.
To ensure objectivity and fairness in the selection of director candidates, excluding outside director candidates, a third-party entity evaluates the candidates from various perspectives and appropriate considerations (human resources due diligence and director candidate interviews). Prior to appointment, the Nomination Advisory Committee deliberates the evaluation results and reports to the Board of Directors.
As for directors who are not Audit and Supervisory Committee members, the Company appoints persons with high standards of business ethics, superior strategic thinking and judgment capabilities, and flexible attitudes toward change, as well as the ability to supervise decision-making and management from the viewpoint of what is best for the Group as a whole. Two or more of the directors are independent outside directors.
As for directors who are Audit and Supervisory Committee members, the Company appoints persons with high standards of business ethics, a certain level of specialist knowledge in legal affairs, finance and accounting, etc., as well as the ability to appropriately audit the execution of duties by directors and the ability to appropriately supervise the execution of business. The majority of these directors are independent outside directors.

• *Outside directors who have satisfied the Company’s “Standards for Consideration of Independence of Independent Officers”

The directors of the Company and principal operating companies and the corporate auditors of principal operating companies have the duty of working toward the realization of the Group Philosophy, the sustainable growth of the Group, and the achievement of increased corporate value over the medium to long term. To that end, to enhance necessary knowledge and skills, the Company and its principal operating companies provide opportunities for directors and corporate auditors to receive training related to the Companies Act, internal control systems, accounting and taxes, business strategies, and organizations. In addition, the Company pays expenses related to self-study initiatives. When outside directors are appointed, the Company provides explanations of basic matters regarding the Group’s businesses and, after their appointment, offers business presentations and worksite inspection tours to deepen their understanding.

The selection, dismissal, or non-reappointment of the Independent Auditor is resolved every fiscal year in accordance with the policy established by the Audit and Supervisory Committee. Prior to the resolution, the Independent Auditor is evaluated once a year in accordance with the standards established by the Audit and Supervisory Committee.
The Audit and Supervisory Committee has resolved to reappoint the current Independent Auditor as it has been confirmed that there are no issues pertaining to the evaluation items, that the Independent Auditor has sufficient systems and ability to handle the Company’s audit work, and that there are no grounds for dismissal or non-reappointment.
The rotation of executive Representative Partners of the current Independent Auditor has been implemented appropriately, and they have not been involved in the Company’s audit operations for more than seven consecutive fiscal years. The head Representative Partner has not been involved in the Company’s audit operations for more than five consecutive fiscal years.

The Company maintains ENEOS Corporation, ENEOS Xplora Inc., ENEOS Materials Corporation, ENEOS Power Corporation, and ENEOS Renewable Energy Corporation, its principal operating companies, as wholly owned subsidiaries or specially controlled companies, and maintains other Group companies as wholly owned subsidiaries, listed subsidiaries, listed affiliates, or other types of entities based on the need to maintain or expand its businesses. The policy of the Board of Directors is to regularly examine the appropriateness of maintaining a company as a listed subsidiary or listed affiliate from the perspective of improving the Group’s overall corporate value and capital efficiency, to consider the reasonableness of maintaining the listed company status, and to deliberate on the effectiveness of the listed subsidiary’s governance system.
The Company maintains no listed subsidiaries.

The ENEOS Group has established the Basic Policy on Internal Control System for the development and implementation of a system for ensuring the appropriateness of our business operations.

Comprehensive Risk Management Structure

Based on the risk management system, which is standard throughout the Group, the Risk Management Council (Executive Council) convenes three times a year, in principle. It selects material risks for the Group and formulates mitigation^* plans, and checks the status of internal control activities for the previous fiscal year, as well as action policies for the next fiscal year. Additionally, in April 2025, the position of CRO (Chief Risk Officer) and the Risk Management Department were established to enable appropriate identification and analyzation of Group management risks and the implementation of accurate responses.
The Board of Directors monitors and supervises the internal control systems for the entire Group as appropriate, based on reports of the proceedings of the Risk Management Council.

• * Measures to reduce risk to a tolerable level

To strengthen our risk management, the Group is working to improve organizational structures as well as foster a risk culture*. In fiscal 2025 we plan to undertake initiatives to instill risk awareness throughout the organization through training for executives and e-learning for all employees. This risk awareness includes the proper execution of operations while maintaining an awareness of risks, and the practice of giving bad news first. We also plan to conduct annual surveys to assess the degree of permeation of risk awareness and to regularly check the status of this permeation within the organization while taking further measures to foster the development of a risk culture.

• *An organizational culture where beliefs, attitudes, and behaviors regarding risk are shared by everyone, from management to employees

The Group has internal rules and regulations for addressing the risks in its business activities. For the screening of new investments, in addition to country risks and foreign exchange rate risks, we analyze and evaluate ESG-related risks, including environmental risks such as those related to the scope of response to biodiversity and environmental regulations; risks in the procurement of raw materials, including water; and human resources risks, including those related to human rights and occupational health and safety, and we take appropriate actions when necessary.
In addition, when reviewing proposed major investments, we perform screenings based on the stage-gate system. The process from initial examination to execution of an investment project is divided into multiple stages of examination, and deliberations are conducted at each stage. During the deliberations, we work to identify various risks, including ESG-related risks, using sensitivity analysis and case analysis, and work to gain a multifaceted, quantitative grasp of risks using methods such as cold-eye review by a third party. For important investments, investment reappraisal is carried out after a certain period of time to assess and analyze impacts on the initial outlook caused by environmental changes or other factors and to determine whether to continue with the project.

In the event of a crisis situation that could significantly affect the management of the Group, the Company responds quickly and appropriately in accordance with the ENEOS Group Risk Management Basic Policies and the ENEOS Group Accident and Trouble Reporting and Response Guidelines, and has systems in place to minimize any damage that may occur. Our basic stance on crisis situations is to place the highest priority on protecting human life, issue information promptly and implement centralized information management, quickly determine, execute, and follow up the most effective response measures, implement transparent and smooth communications, and prevent recurrence of accidents and troubles.
With the Risk Management Department as the standing organizational unit in the event of a crisis situation, we maintain a system enabling immediate reporting on conditions and the status of response measures from each relevant Company department or Group company at the site of an incident as required by the degree of impact. Depending on the magnitude of the crisis, we may set up a response headquarters, led by the Company CEO, to ensure agile and effective response.

The Group’s basic policy is to (1) place the highest priority on respect for human life and make every effort to protect against and prevent the spread of infectious diseases to the Group’s officers, employees and their families, and (2) engage all Group companies in maintaining a continuous supply of our products, which support the functioning of society. In the event that management is significantly affected by an infectious disease epidemic, a system is in place to set up a response headquarters, led by the president, to ensure the prompt determination and execution of countermeasures.
ENEOS has business continuity plans at its head office, branch offices, refineries, and other sites to ensure that we can fulfill our responsibility of providing a stable supply of petroleum products, even during an epidemic. To protect employees from infection and prevent the spread of disease, we systematically stockpile surgical masks, goggles, alcohol-based disinfectants, and other items at our business sites in Japan and overseas. We also maintain a system and an IT environment that enable employees to work from home.

The Group implements necessary security measures based on its recognition that the maintenance of a high level of information security is an important management issue. The Group has established the Information Security Policy, under which it handles, manages, protects, and maintains information, including that related to business partners and subcontractors, in an appropriate manner.
Company information is an important asset of the Group, and we work to prevent the improper use, disclosure, or leakage of this information in accordance with the ENEOS Group Basic Rules for Information Security. The Group also strives to maintain information accuracy and reliability and to prevent falsification or mishandling while ensuring that information is available to authorized users when needed.
In addition, the Company and ENEOS have developed personal information protection procedures and established rules to ensure compliance with the Personal Information Protection Act and the appropriate handling of personal information to protect people’s rights.
In fiscal 2024, as in the previous fiscal year, we conducted training using e-learning for all employees of the Company and ENEOS.
At the Company and ENEOS, when a leak of personal information is detected, it is immediately shared among the relevant departments and reported to the Personal Information Protection Commission as necessary. In such cases, we conduct prompt root cause analysis and response to prevent the spread of damage. We are also working to prevent recurrence through efforts such as providing training on personal information protection laws to all employees. We will continue working to strengthen our personal information management systems to ensure appropriate management.

In order to protect its important information and systems from cyberattacks, which have become stealthier in recent years, the Group has established the ENEOS Group Cybersecurity Council, chaired by the CEO of the Company. The council checks the status of cybersecurity measures, and also determines and implements cybersecurity measures using a top-down approach.
In addition, the IT Security Procedures for ENEOS Group have been established and communicated to Group companies to ensure that cybersecurity countermeasures are carried out across the entire Group. The procedures require the appointment of IT cybersecurity managers to implement and oversee IT security measures at each Group company. The procedures also stipulate that disciplinary action is to be taken in the event that an employee violates the procedures and causes damage to the company.
For employees, as ongoing initiatives, the ENEOS Group conducts drills and issues reminders on the handling of suspicious emails, and also provides Group-wide security training using curricula translated into multiple languages.

The ENEOS Group Code of Conduct states that all Group companies will properly maintain, manage, and protect corporate tangible and intangible assets along with new discoveries made in the course of business activities, as well as respect the intellectual property rights of third parties.

ENEOS manages and uses intellectual property appropriately in accordance with internal rules on intellectual property (“Employee Invention Compensation Regulations”). Given the importance of intellectual property to our current business strategies, we actively manage intellectual property to contribute to our business development. To ensure respect for third-party intellectual property rights, the relevant departments work together on measures related to intellectual property and steps are taken to raise employee awareness of intellectual property rights.

• Note:
• Data from ENEOS and ENEOS Materials