Policy for Determining Compensation for Directors and Audit & Supervisory Board Members

Compensation for Directors

In fiscal 2025, a total of JPY 56.292 million was paid to Directors, of which JPY 16 million was paid to outside directors.

The company does not pay salaries to directors as employees.
The above compensation is within the maximum annual limit approved at a General Shareholders Meeting. The amount for directors is determined by a Board of Directors resolution.
There were no Directors who received JPY 100 million or more.
The aforementioned total compensation paid to Directors includes payments from consolidated subsidiaries.

Disclosure of Policy for Determining Compensation Amounts and Calculation Methods

In March 2021, the Board of Directors approved the basic policy on compensation for Asteria’s executives (directors and auditors), in line with the intent of relevant regulations, including the Corporate Governance Code and the revised Companies Act. The details of the policy are as follows. (At the February 2022 Board of Directors meeting, a change was made to the delegate responsible for determining of individual compensation.)

[Basic Policy]

The company should provide compensation that attracts and retains talent capable of realizing Asteria’s corporate mission.
The compensation system should promote sustainable enhancement of corporate value and medium to long-term growth.
The compensation structure should be highly transparent, fair, and rational to fulfill accountability to shareholders and other stakeholders.

[Compensation Structure]

Board of Directors (excluding Outside Directors)

The total amount paid will consist of fixed monetary compensation not linked to performance and performance-based compensation.

The amount of fixed monetary compensation not linked to performance will be determined based on the Director’s position, responsibilities, and years in office, among other factors.

Performance-linked compensation will not be paid if the company’s consolidated operating profit (IFRS) is zero or negative. Standard operating profit (IFRS) is set as the base level (1x), with of performance-based compensation paid up to a maximum of 2x.

Outside Directors and the Audit & Supervisory Board Members

In view of their professional role and independence, their compensation shall be fixed for the time being.

[Overall Compensation]

Board of Directors (excluding Outside Directors)

The ratio between the “fixed monetary compensation not linked to performance” and “the performance-based compensation” shall be determined by Nomination & Compensation Advisory Committee discussion, and will take into account the director’s position, responsibilities, and years in office, among other factors. For standard consolidated operating profit (IFRS), the target payment ratio should be approximately 75:25.

Outside Directors and the Audit & Supervisory Board Members

Compensation shall be paid once a month.

[Policy for Determining Individual Compensation]

Board of Directors (Inside and Outside Directors)

Director compensation (for both Inside and Outside Directors) shall be determined based on their position, responsibilities, and years of service, with reference to compensation levels at listed companies, including listed IT companies. The Nomination & Compensation Advisory Committee, as delegated by the Board of Directors, shall set such compensation to ensure transparency, fairness, and objectivity.

Audit & Supervisory Board Members

To be determined following deliberation by the Audit & Supervisory Board.