Independence Criteria for Independent Outside Directors

1.Recognition of Independence is not applicable to the following individuals:

(1) Our company's current or former affiliate company employees:

1. 1.1.Current or former business executing staff of our company or its current affiliate companies within 10 years prior to their appointment (Note 1).
2. 1.2.Former non-business executing directors of our company or its current affiliate companies within 10 years prior to their appointment (directors not serving as business executing directors, the same hereinafter), or former auditors who were business executing staff at our company or its affiliate companies within 10 years prior to their appointment as non-business executing directors or auditors.

(2) Individuals related to major shareholders:

1. 2.1.Current major shareholders (shareholders with more than a 10% voting rights ratio) or, if the major shareholder is a corporate organization, directors or staff members of the major shareholding corporate organizations or their parent companies, key affiliate companies, or individuals who held these positions in the last 5 years (Note 2).
2. 2.2.Directors or staff members of corporations in which our company is a major shareholder.

(3) Key customers:

Key customers of our company or our affiliate companies (customers with payments or receipts exceeding 2% of annual consolidated sales in the immediate fiscal year or within the previous 3 fiscal years) or their parent company or key affiliate companies, or business execution staff of the key customer company.

(4) Exchange officers and mutually appointed directors:

Companies that appoint directors (whether full-time or part-time) on loan from our company or our affiliate companies, or its parent company or its affiliate company's directors or staff members.

(5) Those receiving substantial contributions:

Business executioning staff of organizations that receive a certain amount of contribution or subsidy (whichever is greater, either an annual average of 10 million yen in the last 3 fiscal years or 30% of this organization's annual total cost) from our company or our affiliate companies.

(6) Major lenders:

Financial institutions that are essential for our company's financing, those without whom there is no suitable alternative for financing, or other major creditors or their parent companies, directors, or staff members of key affiliate companies, or those who meet the criteria mentioned above within the last 3 years (Note 3).

(7) Advisors receiving substantial payments other than directors' remunerations:

1. 7.1.Certified public accountants (or certified tax accountants) who serve as accounting auditors for Optimus Group Co., Ltd or its affiliate companies, or are affiliated with Auditing Boards (or tax accountant corporations), or individuals affiliated with any of the above in the last 3 years, who were responsible for auditing (excluding supporting roles) at Optimus Group Co., Ltd or its affiliate companies (including those who have already resigned) (Note 4).
2. 7.2.Attorneys who do not fall under 7.1 above, or certified public accountants or certified tax accountants who have received more than 10 million yen or property benefits annually, other than directors' remuneration, from Optimus Group Co., Ltd or its affiliate in the last 3 years.
3. 7.3.Legal offices, auditing firms, tax accountant corporations, consulting firms, or other specialized advisory firms that do not fall under 7.1 or 7.2, and individuals affiliated with a firm with significant business contact with Optimus Group Co., Ltd or its affiliate (a firm that received more than 2% of its consolidated gross sales in the last 3 fiscal year average).

(8) Close and cohabitating relatives

A spouse or relative within the second degree of kinship, as well as cohabitating kin, to individuals applicable under (1).

2.Those who meet the criteria outlined in the previous paragraphs may be appointed as an independent director of Optimus Group Co., Ltd. Such appointments should consider the individual's personality and insights, with an external explanation provided for entrusting their ability to act in a manner that protects the profits of general stockholders when making decisions regarding our business operations as an outside director.

3.Independent directors currently in office may be reappointed, but their total term in office shall not exceed 8 years with our company.