Appointment of Outside Directors by TSE-Listed Companies [Preliminary Figures]

Tokyo Stock Exchange, Inc. June 17, 2015 Appointment of Outside Directors

 92.0% of the 1st Section appoint outside directors.

[Ratio of 1st Section Companies with Outside Directors]

100% 92.0% 90%

80% 74.3% +17.7%

70% 62.3% 60% 55.4% 51.4% 48.5% 46.3% 50% 44.0% 45.2% 41.6% 40% 35.0%

30%

20%

10%

0% 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 * Figures for years prior to 2015 are based on (i) corporate governance reports and (ii) research on corporate governance of the listed companies conducted by Japan Association of Corporate Directors. The figure for 2015 incorporates information in independent directors/auditors notifications submitted by listed companies on or before June 16, 2015. Ⓒ2015 Tokyo Stock Exchange, Inc. All rights reserved. 2 Appointment of Independent Directors

 84.7% of the 1st Section appoint independent directors.

[Ratio of 1st Section Companies with Independent Directors]

100%

90% 84.7%

80% +23.3% 70% 61.4% 60% 46.9% 50% 38.8% 40% 34.6% 31.5% 30%

20%

10%

0% 2010 2011 2012 2013 2014 2015 * Figures for years prior to 2015 are based on corporate governance reports. The figure for 2015 incorporates information in independent directors/auditors notifications submitted by listed companies on or before June 16, 2015.

What is an independent director ? An outside director that is designated as an independent directors under the TSE listing rules. To protect the interests of general shareholders, TSE requires listed companies to file highly independent outside directors/auditors as independent directors/auditors. Ⓒ2015 Tokyo Stock Exchange, Inc. All rights reserved. 3 Appointment of two or more Independent Directors

46.5% of the 1st Section appoint two or more independent directors.

[Ratio of 1st Section Companies with two or more Independent Directors]

50% 46.5%

40%

+25.0% 30%

21.5% 18.0% 20% 16.7% 15.0% 12.9%

10%

0% 2010 2011 2012 2013 2014 2015

* Figures for years prior to 2015 are based on corporate governance reports. The figure for 2015 incorporates information in independent directors/auditors notifications submitted by listed companies on or before June 16, 2015.

Companies with Outside Companies with Number of Directors Independent Directors Companies Number Ratio Number Ratio 1,735 92.0% 1,596 84.7% 1st Section 1,885 （+388） (+17.7%) （+482） (+23.3%) 446 81.4% 340 62.0% 2nd Section 548 （+145） (+26.2%) （+172） (+31.2%) 160 76.2% 115 54.8% Mothers 210 （+29） (+8.7%) （+41） (+16.7%) 566 68.8% 398 48.4% JASDAQ 823 （+145） (+19.9%) （+159） (+20.6%) 2,907 83.9% 2,449 70.7% Total 3,466 （+707） (+19.4%) （+854） (+24.0%) 384 96.2% 369 92.5% JPX-Nikkei 400 399 （+43） (+10.9%) （+60） (+15.2%)

* Change from previous year indicated in parentheses.

Outside Directors Independent Directors Number of 3 or more 3 or more Companies Average None 1 person 2 persons Average None 1 person 2 persons persons persons 150 660 682 393 289 720 640 236 1st Section 1,885 2.00 1.79 8.0% 35.0% 36.2% 20.8% 15.3% 38.2% 34.0% 12.5%

102 259 144 43 208 244 83 13 2nd Section 548 1.58 1.33 18.6% 47.3% 26.3% 7.8% 38.0% 44.5% 15.1% 2.4% 50 89 45 26 95 91 18 6 Mothers 210 1.69 1.27 23.8% 42.4% 21.4% 12.4% 45.2% 43.3% 8.6% 2.9% 257 382 119 65 425 321 65 12 JASDAQ 823 1.51 1.24 31.2% 46.4% 14.5% 7.9% 51.6% 39.0% 7.9% 1.5% 559 1,390 990 527 1,017 1,376 806 267 Total 3,466 1.82 1.61 16.1% 40.1% 28.6% 15.2% 29.3% 39.7% 23.3% 7.7%

JPX-Nikkei 15 69 159 156 30 85 161 123 399 2.62 2.37 400 3.8% 17.3% 39.8% 39.1% 7.5% 21.3% 40.4% 30.8%

* Average numbers are averages for companies that appoint outside directors and those that appoint independent directors.

Number of companies appointing Major companies outside directors for the first time (Top 10 by market cap)

Number of Code Company name Section Companies Sumitomo Realty & 8830 1st 1st Section 340 Development 2nd Section 145 8113 UNICHARM 1st Mothers 14 7205 HINO MOTORS 1st JASDAQ 174 7532 Don Quijote Holdings 1st Total 673 6473 JTEKT 1st st JPX-Nikkei 400 42 7262 DAIHATSU MOTOR 1 7240 ＮＯＫ 1st 4091 TAIYO NIPPON SANSO 1st 1812 KAJIMA 1st HAMAMATSU 6965 1st PHOTONICS ※ The table shows the number of companies that were subject to the research last July and appointed outside directors for the first time after that. The figures in the table in the page 5 reflect newly listed companies and delisted companies, and thus, they are different from the figures above.

Number of companies appointing Major companies independent directors for the first time (Top 10 by market cap)

Number of Code Company name Section Companies 7201 NISSAN MOTOR 1st 1st Section 431 4689 Yahoo Japan 1st 2nd Section 176 6971 KYOCERA 1st Mothers 19 Sumitomo Realty & JASDAQ 8830 1st 177 Development Total 803 8113 UNICHARM 1st JPX-Nikkei 400 57 6723 Renesas Electronics 1st 2267 YAKULT HONSHA 1st 7205 HINO MOTORS 1st 7532 Don Quijote Holdings 1st 6473 JTEKT 1st

* The table shows the number of companies that were subject to the research last July and appointed independent directors for the first time after that. The figures in the table in the page 5 reflect newly listed companies and delisted companies, and thus, they are different from the figures above.

Number of companies appointing two Major companies or more outside directors for the first (Top 10 by market cap) time Number of Code Company name Section Companies 6954 FANUC 1st 1st Section 448 7270 Fuji Heavy Industries 1st 2nd Section 91 6273 SMC 1st 6971 KYOCERA 1st Mothers 14 Sumitomo Realty & 8830 1st JASDAQ 60 Development Total 613 8113 UNICHARM 1st JPX-Nikkei 400 88 3402 TORAY INDUSTRIES 1st Suntory Beverage & 2587 1st Food SUMITOMO 4005 1st CHEMICAL Mitsubishi Chemical 4188 1st Holdings

* The table shows the number of companies that were subject to the research last July and appointed two or more outside directors for the first time after that. Ⓒ2015 Tokyo Stock Exchange, Inc. All rights reserved. 9 First-time Appointment of two or more Independent Directors

Number of companies appointing two Major companies or more independent directors for the (Top 10 by market cap) first time Number of Code Company name Section Companies 9433 KDDI 1st 1st Section 478 6954 FANUC 1st 2nd Section 75 7270 Fuji Heavy Industries 1st Mothers 9 JASDAQ 49 4689 Yahoo Japan 1st Total 611 6273 SMC 1st st JPX-Nikkei 400 90 4755 Rakuten 1 6201 TOYOTA INDUSTRIES 1st Sumitomo Realty & 8830 1st Development 8113 UNICHARM 1st 2503 Kirin Holdings 1st

* The table shows the number of companies that were subject to the research last July and appointed two or more independent directors for the first time after that. Ⓒ2015 Tokyo Stock Exchange, Inc. All rights reserved. 10 Notes on Figures

 Figures for 2015 are based on (i) corporate governance reports of listed companies as of May 31, 2015 and (ii) independent directors/auditors notifications submitted on or before June 16, 2015 by listed companies whose fiscal years end in March.

 Figures for 2014, used to indicate changes from the previous year, are based on the corporate governance reports of listed companies as of July 14, 2014.

（*） A independent directors/auditors notification is a document containing information on independent directors/auditors. These filings are made two weeks before a planned change. Therefore, listed companies that are planning to change their independent directors/ auditors at an annual shareholders meeting would file a notification two weeks before the meeting. As such, most of the companies whose fiscal years end in March planning changes at this year’s AGM are expected to make a filing on or before June 16, 2015 (except for companies that have missed the deadline). Incorporating the contents of the filings submitted on or before the date is a means of estimating the situation after the AGMs in June.