UT : Notice Regarding Partial Revision of Basic Policy on Internal Control System

	June 28, 2022
Company name: UT Group Co., Ltd.
Representative:	Yoichi Wakayama, President,
	Representative Director & CEO
(Securities code: 2146, TSE Prime Market)
For inquiries:	Takahito Yamada, Senior Executive
	Officer and Division Manager,
	General Affairs Division
TEL:	[phone]

Notice Regarding Partial Revision of Basic Policy on Internal Control System

At the Board of Directors meeting held on June 25, 2022, UT Group Co., Ltd. resolved to partially revise its Basic Policy on Internal Control System as follows. The key points of the revision is to reflect the transfer of the corporate system from the Company with an Audit & Supervisory Board to the Company with an Audit & Supervisory Committee, which was approved at the 15th Annual General Meeting of Shareholders. The revised policy was adopted on the same day.

(Revised parts in the Japanese original text: Underlined) (Revised parts only in the English text for grammatical and other reasons: Double-lined)

Previous	Revised
1. System to ensure execution of duties by	1. System to ensure execution of duties by
Directors and employees of the Company in	Directors and employees of the Company in
conformity with laws and regulations and	conformity with laws and regulations and
the Articles of Incorporation of the Company	the Articles of Incorporation of the Company
(1) and (2) (Omitted)	(1) and (2) (Omitted)
(3) The UT Group Action Guidelinesand the UT	(3) The Code of Conductand the UT Group
Group Compliance Code of Conduct stipulate	Compliance Code of Conduct stipulate
appropriate actions to comply with laws and	appropriate actions to comply with laws and
regulations, social norms, internal rules and	regulations, social norms, internal rules and
other rules to be taken. The Company strives to	other rules to be taken. The Company strives to
make directorsand employees of the Group to	make officersand employees of the Group to be
be well aware of this and comply with it.	well aware of this and comply with it.
2. (Omitted)	2. (Omitted)
3. Regulations and other organizational	3. Regulations and other organizational
structures to manage risk of losses	structures to manage risk of losses

1 / 11

1. The UT Group Compliance Risk Management Conference determines the types of risks of the Company and its Group to be managed, controls and evaluates these risks, takes steps to prevent risk occurrence, and, in the event of risk occurrence, minimizes loss andestablishes recurrence prevention measures.
2. In case of an emergency, the Company takes prompt, appropriate action in accordance with the Rules onEmergency Response, which aims at minimizing damage. An emergency headquarters, led by the President & Representative Director, will be in charge of crisis management.

4. System to ensure efficient execution of duties by Directors of the Company

1. A regular Board of Directors meeting is held once a month and an extraordinary Board of Directors meeting is held as needed; all are to decide on important matters andsupervise the execution of duties by Directors among other activities. The term of office for Directors has been set as one year in order to cope with the rapidly-changingmanagement environment in an agile manner.

5. System to ensure appropriate operations of

a corporate group that consists of the Company and its subsidiaries

1. The UT Group Compliance Risk Management Conference is in charge of and promotes compliance of the entire Company Group, and the Company's Internal Audit Division audits its subsidiaries in accordance with the Management Regulations of Subsidiaries and Affiliates and the Internal Audit Regulations and from the perspective of matching with laws and regulations, the Articles of Incorporation,

1. The UT Group Compliance Risk Management Conference determines the types of risks of the Company and its Group to be managed, controls and evaluates these risks, takes steps to prevent risk occurrence, and, in the event of risk occurrence, minimizes loss andestablishes recurrence prevention measures.
2. In case of an emergency, the Company takes prompt, appropriate action in accordance with the Rules ConcerningEmergency Response, which aims at minimizing damage. An emergency headquarters, led by the President & Representative Director, will be in charge of crisis management.

4. System to ensure efficient execution of duties by Directors of the Company

1. A regular Board of Directors meeting is held once a month and an extraordinary Board of Directors meeting is held as needed; all are to decide on important matters andsupervise the execution of duties by Directors among other activities.

5. System to ensure appropriate operations of

a corporate group that consists of the Company and its subsidiaries

1. The UT Group Compliance Risk Management Conference is in charge of and promotes compliance of the entire Company Group, and the Company's Internal Audit Division audits its subsidiaries in accordance with the Management Regulations of Subsidiaries and Affiliates and the Internal Audit Regulations and from the perspective of matching with laws and regulations, the Articles of Incorporation,

2 / 11

internal rules, and other rules.

1. The UT Group Action Guidelines, Group Compliance Code of Conduct, and UT Group Compliance Manual have been adopted by the entire Company Group. The Company strives to make directors and employees of the Group Companies to be well aware of taking appropriate actions in compliance with laws and regulations, social norms, internal rules and other rules.

6. Matters concerning the employee in the event that Audit & Supervisory Board Members request him or her to assist in their auditing duties; matters concerning independence of the employee from Directors; and matters concerning securing

effectiveness of instructions by Audit & Supervisory Board Membersto the employee

1. Upon resolution by the Audit & Supervisory Board and at the request for assistance by Audit
2. • Supervisory Board Members, an employee who performs accounting audit duties assistanceswill be selected and be dedicated to performing assistance to Audit & Supervisory Board Members. With regard to nomination of personnel, Directors exchange opinions with Audit & Supervisory Board Membersand obtain theiragreement.
3. Directors do not have the authority to issue orders to the employee who performs assistance. The employee follows orders from Audit & Supervisory Board Members.
4. Disciplinary action to the employee who

internal rules, and other rules.

1. The Code of Conduct, UTGroup Compliance Code of Conduct, and UT Group Compliance Manual have been adopted by the entire Company Group. The Company strives to make directors and employees of the Group Companies to be well aware of taking appropriate actions in compliance with laws and regulations, social norms, internal rules and other rules.

6. Matters concerning the Director andemployee who assist auditing duties ofthe Audit & Supervisory Committee; matters concerning independence of the Director andemployee from Directors (excluding Directors who are Audit & Supervisory Committee Members); and matters concerning securing effectiveness of

instructions to the employee

1. When requestedby the Audit & Supervisory Committee, an employee who performs assistance to duties of the Committeewill be selected and be dedicated to performing assistance to the Audit & Supervisory Committee. With regard to nomination of personnel, Directors (excluding Directors who are Audit & Supervisory Committee Members; referred as "Audit & Supervisory Committee Members" hereafter)exchange opinions with the Audit & Supervisory Committeeand obtain itsagreement.
2. Directors (excluding Audit & Supervisory Committee Members)do not have the authority to issue orders to the employee who performs assistance. The employee follows orders from the Audit & Supervisory Committee.
3. Disciplinary action to the employee who

3 / 11

performs assistance needs to be agreed by Audit

• Supervisory Board Members.

7. System for Directors and employees of the Company and its Group Companies to report to Audit & Supervisory Board Members and systems for others to report to Audit & Supervisory Board Members

1. In order to understand important decision- making processes and the status of execution of duties, Full-timeAudit & Supervisory Board Membersattend important meetings, including the Board of Directors meetings and the UT Group Compliance Risk Management Conference,inspect major requests for approval and other important documents concerning execution of duties, and request explanation to Directors and employees as needed.
2. Audit & Supervisory Board Memberscollaborate with the Auditing Company by receiving briefings on accounting audit details and exchanging information.
3. Audit & Supervisory Board Memberscan request reporting on execution of duties to Directors and employees of the Company's subsidiaries, who in turn shall promptly respond to the request. The Company makes Directors and employees of the Company's subsidiaries to be well aware of this point. In case they detect a violation to laws and regulations or its possibility, they promptly report it to Audit & Supervisory Board Members.
4. Concerning information on the whistle-blower system common to the Company and its Group Companies, departments in charge regularly report to Audit & Supervisory Board Members.
5. The Company prohibits any party from treating the whistle blower to Audit & Supervisory Board

performs assistance needs to be agreed by the

Audit & Supervisory Committee.

7. System for Directors and employees of the Company to report to the Audit & Supervisory Committee and systems for others to report to Audit & Supervisory Committee

1. In order to understand important decision- making processes and the status of execution of duties, Audit & Supervisory Committee Membersattend the Board of Directors meetings and other important meetings,inspect major requests for approval and other important documents concerning execution of duties, and request explanation to Directors and employees as needed.
2. The Audit & Supervisory Committee collaborateswith the Auditing Company by receiving briefings on accounting audit details and exchanging information.
3. The Audit & Supervisory Committeecan request reporting on execution of duties to Directors and employees of the Company's subsidiaries, who in turn shall promptly respond to the request.
   The Company makes Directors and employees of the Company's subsidiaries to be well aware of this point. In case they detect a violation to laws and regulations or its possibility, they promptly report it to the Audit & Supervisory Committee.
4. Concerning information on the whistle-blower system common to the Company and its Group Companies, departments in charge regularly report to the Audit & Supervisory Committee.
5. The Company prohibits any party from treating the whistle blower to the Audit & Supervisory

4 / 11

Membersin any manner disadvantageous on the grounds of the whistle-blowing disclosure and seeks that Directors and employees be well aware of this point.

1. Policy on procedures for advance payment or redemption of expenses arising from performance of duties of the Audit & Supervisory Board Members and other settlement of expenses or debts arising from performance of such dutiesDirectors cooperate with audit by Audit & Supervisory Board Membersand budget a certain amount for the payment of expenses and other costs arising from the performance of duties of Audit & Supervisory Board Members.
2. Other arrangements to ensure that audits by Audit & Supervisory Board Members areconducted effectively

(1) Audit & Supervisory Board Membersaudit execution of duties by Directors and Executive Officers based on the Audit & Supervisory Board Members' Auditing Standardsand according to the audit plan.

(2) Audit & Supervisory Board Membersattend the Board of Directors meetings, Management Committee, and other important meetings, and provide their opinions as needed.

(3) Audit & Supervisory Board Membersregularly exchange information and collaborate with the Auditing Company and the Internal Audit Division, and have regularmeetings with the President & Representative Director.

1. System to ensure credibility in financial reporting

(1) (Omitted)

Committeein any manner disadvantageous on the grounds of the whistle-blowing disclosure and seeks that Directors and employees be well aware of this point.

1. Matters concerning policy on procedures for expenses arising from performance of duties of the Company's Audit & Supervisory Committee MembersDirectors (excluding Audit & Supervisory Committee Members)cooperate with audit by Audit & Supervisory Committee Membersand budget a certain amount for the payment of expenses and other costs arising from the auditing to secure its effectiveness.
2. Other arrangements to ensure that audits by

the Audit & Supervisory Committee isconducted effectively

1. Audit & Supervisory Committee Membersaudit execution of duties by Directors and Executive Officers based on the Audit & Supervisory Committee's Auditing Standardsand according to the audit plan.
2. Audit & Supervisory Committee Membersattend the Board of Directors meetings and other important meetings, and provide their opinions as needed.
3. Audit & Supervisory Committee Membersregularly exchange information and collaborate with the Auditing Company and the Internal Audit Division, and have meetings with the President & Representative Director as appropriate.

10. System to ensure credibility in financial reporting

(1) (Omitted)

5 / 11