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Panasonic Holdings Corporation

Osaka/Japan

Annual Securities Report for the fiscal year ended March 31, 2022
(the 115th Business Term)

[Cover]

Filed Document:	Annual Securities Report ("Yukashoken Hokokusho")
Applicable Law:	Article 24, Paragraph 1 of the Financial Instruments and Exchange Act of Japan
Filed to:	Director, Kanto Local Finance Bureau
Filing Date:	June 24, 2022
Fiscal Year:	The 115th Business Term (from April 1, 2021 to March 31, 2022)
Company Name:	Panasonic Holdings Kabushiki Kaisha (Former Company Name: Panasonic Kabushiki Kaisha)
Company Name in English:	Panasonic Holdings Corporation (Former Company Name in English: Panasonic Corporation)
Position and Name of Representative:	Yuki Kusumi, Representative Director, President
Address of Head Office:	1006, Oaza Kadoma, Kadoma-shi, Osaka, Japan
Phone Number:	06-6908-1121
Contact Person:	Akira Waniko, General Manager, Corporate Finance & IR Department
Contact Address:	Panasonic Tokyo Shiodome Building, 5-1, Higashi-shimbashi 1-chome, Minato-ku, Tokyo, Japan (Panasonic Tokyo Shiodome Building) Panasonic Holdings Corporation
Phone Number:	03-3437-1121
Contact Person:	Keigo Shinjo, Chief, Corporate Finance & IR Department
Place Where the Filed Document is Available for Public Inspection:	Panasonic Holdings Corporation (Panasonic Tokyo Shiodome Building, 5-1, Higashi-shimbashi 1-chome, Minato-ku, Tokyo) Tokyo Stock Exchange, Inc. (2-1, Nihombashi Kabuto-cho, Chuo-ku, Tokyo) Nagoya Stock Exchange, Inc. (8-20, Sakae 3-chome, Naka-ku, Nagoya)

(Note)

In accordance with the resolution of the 114th Ordinary General Meeting of Shareholders held on June 24, 2021, the Company changed its name from April 1, 2022 as described above.

Certain References and Information

This is an English translation of the Annual Securities Report ("Yukashoken Hokokusho") submitted to the Director of the Kanto Local Finance Bureau via Electronic Disclosure for Investors' Network ("EDINET") on June 24, 2022, pursuant to the Financial Instruments and Exchange Act of Japan.

In this document, "fiscal 2022" refers to the year ended March 31, 2022. All information contained in this document is as of March 31, 2022 or for fiscal 2022, unless otherwise indicated.

Disclaimer Regarding Forward-Looking Statements

This report includes forward-looking statements about Panasonic Holdings Corporation (Panasonic HD) and its Group companies (the Panasonic Group). To the extent that statements in this report do not relate to historical or current facts, they constitute forward-looking statements. These forward-looking statements are based on the current assumptions and beliefs of the Panasonic Group in light of the information currently available to it, and involve known and unknown risks, uncertainties and other factors. Such risks, uncertainties and other factors may cause the Panasonic Group's actual results, performance, achievements or financial position to be materially different from any future results, performance, achievements or financial position expressed or implied by these forward-looking statements. Panasonic HD undertakes no obligation to publicly update any forward-looking statements after the date of this report. Investors are advised to consult any further disclosures by Panasonic HD in its subsequent filings under the Financial Instrument and Exchange Act of Japan (the FIEA) and other publicly disclosed documents.

The risks, uncertainties and other factors referred to above include, but are not limited to, economic conditions, particularly consumer spending and corporate capital expenditures in the Americas, Europe, Japan, China and other Asian countries; volatility in demand for electronic equipment and components from business and industrial customers, as well as consumers in many product and geographical markets; the possibility that the spread of the novel coronavirus infections may adversely affect business activities of the Panasonic Group; the possibility that excessive currency rate fluctuations of the U.S. dollar, the euro, the Chinese yuan and other currencies against the yen may adversely affect costs and prices of Panasonic Group's products and services and certain other transactions that are denominated in these foreign currencies; the possibility of the Panasonic Group incurring additional costs of raising funds, because of changes in the fund raising environment; the possibility of the Panasonic Group not being able to respond to rapid technological changes and changing consumer preferences with timely and cost-effective introductions of new products in markets that are highly competitive in terms of both price and technology; the possibility of not achieving expected results or incurring unexpected losses in connection with the alliances or mergers and acquisitions; the possibility of not being able to achieve its business objectives through joint ventures and other collaborative agreements with other companies, including due to the pressure of price reduction exceeding that which can be achieved by its effort and decrease in demand for products from business partners which Panasonic Group highly depends on in BtoB business areas; the possibility of not achieving expected benefits in connection with the transition to a new organizational system in which Panasonic is a holding company; the possibility of the Panasonic Group not being able to maintain competitive strength in many product and geographical areas; the possibility of incurring expenses resulting from any defects in products or services of the Panasonic Group; the possibility that the Panasonic Group may face intellectual property infringement claims by third parties; current and potential, direct and indirect restrictions imposed by other countries over trade, manufacturing, labor and operations; restrictions, costs or legal liability relating to laws and regulations or failures in internal controls; fluctuations in market prices of securities and other financial assets in which the Panasonic Group has holdings or changes in valuation of non-financial assets, including property, plant and equipment, goodwill and deferred tax assets; future changes or revisions to accounting policies or accounting rules; the possibility of incurring expenses resulting from a leakage of customers' or confidential information from Panasonic Group systems due to unauthorized access or a detection of vulnerability of network-connected products of the Panasonic Group; as well as natural disasters including earthquakes, prevalence of infectious diseases throughout the world, disruption of supply chain and other events that may negatively impact business activities of the Panasonic Group. The factors listed above are not all-inclusive and further information is contained in the most recent English translated version of Panasonic HD's securities reports under the FIEA and any other documents which are disclosed on its website.

Part Ⅰ Information on Panasonic Group

Ⅰ Overview of Panasonic Group

1. Key Financial Data (Consolidated)

	(Millions of yen, unless otherwise stated)
Fiscal year	111th business term	112th business term	113th business term	114th business term	115th business term
Year end	March 2018	March 2019	March 2020	March 2021	March 2022
Net sales	7,982,164	8,002,733	7,490,601	6,698,794	7,388,791
Profit before income taxes	378,590	416,456	291,050	260,820	360,395
Net profit attributable to Panasonic Holdings Corporation stockholders	236,040	284,149	225,707	165,077	255,334
Comprehensive income attributable to Panasonic Holdings Corporation stockholders	292,381	278,477	172,443	655,352	630,527
Total Panasonic Holdings Corporation stockholders' equity	1,707,551	1,913,513	1,998,349	2,594,034	3,164,962
Total equity	1,882,285	2,084,615	2,155,868	2,768,502	3,347,171
Total assets	6,291,148	6,013,931	6,218,518	6,847,073	8,023,583
Panasonic Holdings Corporation stockholders' equity per share (yen)	732.12	820.41	856.57	1,111.73	1,356.08
Earnings per share attributable to Panasonic Holdings Corporation stockholders, basic (yen)	101.20	121.83	96.76	70.75	109.41
Earnings per share attributable to Panasonic Holdings Corporation stockholders, diluted (yen)	101.15	121.75	96.70	70.72	109.37
Panasonic Holdings Corporation stockholders' equity / total assets (%)	27.1	31.8	32.1	37.9	39.4
Return on equity (%)	14.4	15.7	11.5	7.2	8.9
Price earnings ratio (times)	15.03	7.83	8.53	20.12	10.86
Net cash provided by operating activities	423,182	203,677	430,303	504,038	252,630
Net cash provided by (used in) investing activities	(458,828)	(193,387)	(206,096)	176,596	(796,149)
Net cash provided by (used in) financing activities	(128,763)	(341,761)	48,222	(177,704)	58,910
Cash and cash equivalents at end of year	1,089,585	772,264	1,016,504	1,593,224	1,205,873
Number of employees (persons)	274,143	271,869	259,385	243,540	240,198

(Notes)

1. The Company's consolidated financial statements are prepared in conformity with International Financial Reporting Standards (IFRS)

2. Net sales do not include consumption tax, etc.

2. History

Month/Year	Events
March 1918	Konosuke Matsushita founded Matsushita Denkikigu Seisakusho at Ohiraki-cho, Fukushima-ku, Osaka and started to manufacture wiring instrument.
March 1923	Bullet-shaped bicycle lamp developed and marketed.
April 1927	Established "National" brand.
May 1933	Relocated new head office and factory in Kadoma. Instituted divisional system.
August 1935	Established Matsushita Electric Trading Co., Ltd.
December 1935	Incorporated as Matsushita Electric Industrial Co., Ltd. on December 15, 1935 (10 million yen in capital).
May 1949	Listed on Tokyo Stock Exchange and Osaka Securities Exchange.
September 1951	Listed on Nagoya Stock Exchange.
January 1952	Formed a capital alliance with Nakagawa Kikai Kabushiki Kaisha (subsequently renamed Matsushita Refrigeration Company).
December 1952	Established Matsushita Electronics Corporation through a technology alliance with Philips in Netherlands, and transferred four lamp manufacturing factories to this establishment.
May 1953	Established the Central Research Laboratory.
February 1954	Formed a capital alliance with Victor Company of Japan Ltd. (JVC).
December 1955	Established Kyushu Matsushita Electric Co., Ltd. (subsequently renamed Panasonic Communications Co., Ltd.).
May 1956	Established Osaka Denki Seiki Kabushiki Kaisha (subsequently renamed Matsushita Seiko Co., Ltd.).
January 1958	Established Matsushita Communication Industrial Co., Ltd. (subsequently renamed Panasonic Mobile Communications Co., Ltd.), and transferred communication equipment manufacturing section to this establishment.
September 1959	Established Matsushita Electric Corporation of America (currently Panasonic Corporation of North America). (Since then, established manufacturing and sales sites at various locations in the world.)
January 1961	Masaharu Matsushita became President of the Company.
August 1962	Formed a capital alliance with Toho Denki Kabushiki Kaisha (subsequently renamed Matsushita Graphic Communication Systems, Inc.).
November 1969	Established Matsushita Kotobuki Electronics Industries, Ltd. (subsequently Panasonic Healthcare Co., Ltd.).
December 1971	Listed on New York Stock Exchange.
December 1975	Issued U.S. dollar-denominated convertible bonds (100 million U.S. dollars at face value).
January 1976	Established Matsushita Electronic Components Co., Ltd. (subsequently renamed Panasonic Electronic Devices Co., Ltd.), and transferred electronic device manufacturing section to this establishment.
January 1977	Established Matsushita Household Equipment Co., Ltd., and transferred household equipment manufacturing section to this establishment. Established Matsushita Industrial Equipment Co., Ltd. and transferred industrial equipment manufacturing section to this establishment.
February 1977	Toshihiko Yamashita became President of the Company.
January 1979	Established Matsushita Battery Industrial Co., Ltd., and transferred battery manufacturing section to this establishment.
July 1985	Established a finance subsidiary in U.S. (In May 1986, established two finance subsidiaries in Europe.)
October 1985	Established Semiconductor Fundamental Research Laboratory.
February 1986	Akio Tanii became President of the Company.
March 1987	Changed the fiscal year end from November 20 to March 31.
April 1988	Absorbed Matsushita Electric Trading Co., Ltd.
April 1989	The Company's founder Konosuke Matsushita passed away.
December 1990	Acquired MCA INC. (MCA), a leading entertainment company in the U.S.
February 1993	Yoichi Morishita became President of the Company.
May 1993	Dissolved partnership with Philips regarding Matsushita Electronics Corporation and purchased all shares of Matsushita Electronics Corporation which Philips held.
April 1995	Absorbed Matsushita Household Equipment Co., Ltd.
June 1995	Sold 80% equity interest in MCA shares, which a subsidiary of the Company in U.S. held, to Seagram Company Ltd in Canada.
February 1999	Cancelled 50 million shares of treasury stock by 98.8 billion yen of retained earnings decided by resolution of 91st Ordinary General Meeting of Shareholders.
April 2000	Made Matsushita Refrigeration Company into a wholly-owned subsidiary through shareexchange.
June 2000	Kunio Nakamura became President of the Company.
April 2001	Absorbed Matsushita Electronics Corporation.
April 2002	Established a joint venture liquid crystal display panel manufacturing company, Toshiba Matsushita Display Technology Co., Ltd. with Toshiba Corporation.
October 2002	Made Matsushita Communication Industrial Co., Ltd., Kyushu Matsushita Electric Co., Ltd., Matsushita Seiko Co., Ltd. (currently Panasonic Ecology Systems Co., Ltd.), Matsushita Kotobuki Electronics Industries, Ltd. and Matsushita Graphic Communication Systems, Inc. into wholly-owned subsidiaries through share-exchanges.
January 2003	Instituted business domain system through business restructuring. Kyushu Matsushita Electric Co., Ltd. was merged with Matsushita Graphic Communication Systems, Inc.
April 2003	Established a joint venture cathode ray tubes manufacturing company, Matsushita Toshiba Picture Display Co., Ltd. (subsequently renamed MT Picture Display Co., Ltd., liquidated in May 2019) with Toshiba Corporation. Made Matsushita Electronic Components Co., Ltd. and Matsushita Battery Industrial Co., Ltd. into wholly-owned subsidiaries through share-exchanges. Unified its corporate brands as "Panasonic" worldwide.
April 2004	Made Matsushita Electric Works, Ltd. (subsequently renamed Panasonic Electric Works Co., Ltd. (PEW)), PanaHome Corporation (subsequently became a wholly-owned subsidiary in fiscal 2018 and renamed Panasonic Homes Co., Ltd. in April 2018.) and their subsidiaries into consolidated subsidiaries of the Company through additional purchase of shares of Matsushita Electric Works, Ltd.
April 2005	Absorbed Matsushita Industrial Information Equipment Co., Ltd.
February 2006	Sold the remaining shares of affiliated company of Universal Studios (formerly MCA), which a subsidiary of the Company in U.S. held, to Vivendi Universal.
June 2006	Fumio Ohtsubo became President of the Company.
March 2007	Made Matsushita Toshiba Picture Display Co., Ltd. into a wholly-owned subsidiary.
August 2007	Excluded JVC and its subsidiaries from consolidated subsidiaries of the Company due to JVC's issuance of new shares and third party allotments. As a result, JVC became an associated company accounted for under the equity method. (Subsequently, in January 2011, JVC was excluded from an associated company accounted for under the equity method)
April 2008	Absorbed Matsushita Refrigeration Company.
October 2008	The Company changed its name from Matsushita Electric Industrial Co., Ltd. to Panasonic Corporation. Absorbed Matsushita Battery Industrial Co., Ltd.
April 2009	Sold all the shares of Toshiba Matsushita Display Technology Co., Ltd., which the Company held, to Toshiba Corporation.
December 2009	Acquired majority of the voting rights in SANYO Electric Co., Ltd. (SANYO) and made SANYO and its subsidiaries into consolidated subsidiaries of the Company.
January 2010	Transferred the business of System Solutions Company, the Company's internal division company, to Panasonic Communications Co., Ltd., which was at the same time renamed Panasonic System Networks Co., Ltd.
April 2011	Made PEW and SANYO into wholly-owned subsidiaries through share-exchanges.
January 2012	Absorbed PEW. Reorganized domain system to 9 domains and 1 marketing section through business restructuring.
April 2012	Absorbed companies including Panasonic Electronic Devices Co., Ltd.
June 2012	Kazuhiro Tsuga became President of the Company.
October 2012	Established the Corporate Strategy Head Office.
March 2013	Panasonic System Solutions Japan Co., Ltd. absorbed companies including Panasonic System Networks Co., Ltd., and was at the same time renamed Panasonic System Networks Co., Ltd. (Subsequently, in April 2017, renamed as Panasonic System Solutions Japan Co., Ltd. due to partial reorganization.)
April 2013	Transformed to new basic group formation through business division system from business domain system. Absorbed Panasonic Mobile Communications Co., Ltd. subsequent to carrying out the incorporation-type company split of mobile phone terminal business and transferring mobile phone base station business to Panasonic System Networks Co., Ltd. in the company split. Delisted from New York Stock Exchange.
March 2014	Transferred all the shares and other related assets of Panasonic Healthcare Co., Ltd. (Subsequently renamed PHC Corporation) to PHC Holdings Co., Ltd. and subscribed 20% of shares of PHC Holdings Co., Ltd. (Subsequently renamed PHC Holdings Corporation and transferred a part of its shares.)
June 2014	Transferred semiconductor business to Panasonic Semiconductor Solutions Co., Ltd. in the company split. (Subsequently, in September 2020, transferred all the shares and other related assets of semiconductor business.)
January 2020	Established Prime Life Technologies Corporation, a joint venture related to a town development business with Toyota Motor Corporation, and transferred all shares of Panasonic Homes Co., Ltd., and other subsidiaries to the joint venture by a joint share transfer.
April 2020	Established Prime Planet Energy & Solutions, Inc., a joint venture automotive prismatic battery business, with Toyota Motor Corporation.
June 2021	Yuki Kusumi became Representative Director and President of the Company.
September 2021	Acquired the additional shares of Blue Yonder Holding, Inc. (its 20% shares were acquired in July 2020) and made Blue Yonder Holding, Inc., together with its subsidiaries, a wholly-owned subsidiary of the Company.
October 2021	Started the new virtual in-company structure toward the transition into an "Operating Company" system starting from April 2022.

3. Description of Business

The Panasonic Group is comprised primarily of the parent, Panasonic Corporation and 531 consolidated subsidiaries in and outside of Japan, operating in close cooperation with each other. As a comprehensive electronics manufacturer, Panasonic is engaged in development, production, sales and service activities in a broad array of business areas.

The Company supplies a full spectrum of electric/electronic equipment and related products, which is categorized into the following five reportable segments, "Lifestyle," "Automotive," "Connect," "Industry," "Energy," and other operating segments which are not included in the reportable segments and other business activities. The Company changed its reportable segments on October 1, 2021. The details of each segment are described in "V Consolidated Financial Statements, Note 4. Segment information."

The Company's consolidated financial statements have been prepared in conformity with IFRS and the scopes of affiliates are also disclosed based on the definitions of those accounting principles. The same applies to "Ⅱ The Business Overview" and "Ⅲ Property, Plants and Equipment."

(Panasonic Group)

As of March 31, 2022

Note: Some businesses distribute its product to customers through other segment´s marketing & sales companies.

4. Information on Affiliates

(1) Principal Consolidated Subsidiaries

As of March 31, 2022

					Relationship
Name	Location in Japan	Common stock (millions of yen)	Principal businesses (Note 2)	Ratio of voting rights (%) (Note 1)	Interlocking directorate, etc. (Note 3)	Advances to
Panasonic Ecology Systems Co., Ltd.	Kasugai-shi, Aichi	12,092	Lifestyle	100.0
KMEW Co., Ltd.	Chuo-ku, Osaka-shi	8,000	Other	50.0
Panasonic Liquid Crystal Display Co., Ltd.	Himeji-shi, Hyogo	500	Industry	100.0		Yes
				(100.0)
SANYO Electric Co., Ltd.	Kadoma-shi, Osaka	400	Lifestyle, Energy	100.0		Yes
				(100.0)
Panasonic System	Hakata-ku, Fukuoka-shi	350	Connect	100.0
Solutions Japan Co., Ltd.
Panasonic Smart Factory Solutions Co., Ltd.	Kadoma-shi, Osaka	310	Connect	100.0		Yes
				(100.0)
Panasonic Consumer	Chuo-ku, Osaka-shi	100	Lifestyle	100.0
Marketing Co., Ltd.				(100.0)
Panasonic Corporation of North America	New Jersey, U.S.A.	US$ 537	Lifestyle, Automotive, Connect, Industry, Energy, Corporate	100.0
				(100.0)
Blue Yonder Holding, Inc.	Arizona, U.S.A.	US$ 137	Connect	100	Yes
				(25.6)
Panasonic Avionics Corporation	California, U.S.A.	US$ 22	Connect	100.0	Yes
				(100.0)
Hussmann Corporation	Missouri, U.S.A.	US$ －	Lifestyle	100.0
				(100.0)
Panasonic do Brasil Limitada	Amazonas, Brazil	BRL 1,324	Lifestyle, Automotive, Energy	100.0
Panasonic Holding (Netherlands) B.V.	Amsterdam, Netherlands	US$ 0.2	Corporate	100.0	Yes
Ficosa International S.A.	Barcelona, Spain	EUR 32	Automotive	69.0
				(69.0)
Panasonic AVC Networks Czech s.r.o.	Plzen, Czech Republic	KC 2,414	Lifestyle, Other	100.0
				(100.0)
Panasonic Asia Pacific Pte.	Singapore	US$ 1,478	Lifestyle, Connect, Industry, Energy, Other, Corporate	100.0
Ltd.				(100.0)
Panasonic India Pvt. Ltd.	Gurugram, India	INR 18,305	Lifestyle, Automotive, Connect, Industry, Other	100.0
				(100.0)
Panasonic Taiwan Co., Ltd.	New Taipei, Taiwan	NT$ 3,422	Lifestyle, Automotive, Industry, Other	69.8
Panasonic Corporation of China	Beijing, China	RMB 12,838	Lifestyle, Connect, Corporate	100.0	Yes
Panasonic Appliances AirConditioning (Guangzhou) Co., Ltd.	Guangzhou, China	RMB 282	Lifestyle	67.8
				(67.8)
Panasonic Automotive	Dalian, China	RMB 94	Automotive	60.0
Systems Dalian Co., Ltd.				(60.0)

	Relationship
Name	Business transaction	Remark
Panasonic Ecology Systems Co., Ltd.	Manufacture of
	Panasonic products
KMEW Co., Ltd.	Sale of Panasonic products	Note 6
Panasonic Liquid Crystal Display Co., Ltd.	Manufacture of	Note 5
	Panasonic products
SANYO Electric Co., Ltd.	Manufacture and sale of Panasonic products and supply of materials and merchandise	Note 5
Panasonic System	Manufacture and sale of Panasonic products and provision of IT services	Note 11
Solutions Japan Co., Ltd.
Panasonic Smart Factory Solutions Co., Ltd.	Manufacture of	Note 11
	Panasonic products
Panasonic Consumer	Sale of Panasonic products	Note 4
Marketing Co., Ltd.
Panasonic Corporation of North America	Manufacture and sale of Panasonic products etc.	Note 4
		Note 8
Blue Yonder Holding, Inc.	Collaboration on providing software services to customers and provision of IT services	Note 10
Panasonic Avionics Corporation	Manufacture and sale of Panasonic products
Hussmann Corporation	Manufacture and sale of Panasonic products	Note 9
Panasonic do Brasil Limitada	Manufacture and sale of Panasonic products	Note 4
Panasonic Holding (Netherlands) B.V.	Control of investment and financing etc.	Note 4
Ficosa International S.A.	Manufacture and sale of Panasonic products
Panasonic AVC Networks Czech s.r.o.	Manufacture and sale of Panasonic products
Panasonic Asia Pacific Pte.	Manufacture and sale of Panasonic products etc.	Note 4
Ltd.
Panasonic India Pvt. Ltd.	Manufacture and sale of Panasonic products	Note 4
Panasonic Taiwan Co., Ltd.	Manufacture and sale of Panasonic products
Panasonic Corporation of China	Sale of Panasonic products etc.	Note 4
Panasonic Appliances AirConditioning (Guangzhou) Co., Ltd.	Manufacture of
	Panasonic products
Panasonic Automotive	Manufacture of
Systems Dalian Co., Ltd.	Panasonic products

(2) Principal Companies under the Equity Method

(As of March 31, 2022)

					Relationship
Name	Location	Common stock (millions)	Principal businesses	Ratio of voting rights (%) (Note 1)	Interlocking directorate, etc. (Note 3)	Advances to
Prime Planet Energy & Solutions, Inc.	Chuo-ku, Tokyo	JPY 41,393	Development, manufacture, and sale of automotive prismatic lithium-ion batteries	49.0 (49.0)
Socionext Inc.	Kohoku-ku, Yokohama-shi	JPY 30,200	Design, development, and sale of system LSI	20.0
Sumitomo Mitsui Trust Panasonic Finance Co., Ltd.	Minato-ku, Tokyo	JPY 25,584	Total financial services	15.1
Prime Life Technologies Corporation	Minato-ku, Tokyo	JPY 100	Housing-related business	50.0
Blue Yonder Holding, Inc.	Arizona, U.S.A.	USD 0,02	Software development, sales and related service	20.0

	Relationship
Name	Business transaction	Remark
Prime Planet Energy & Solutions, Inc.	Development and manufacturing of automotive batteries
Socionext Inc.	Design, development, and sale of Panasonic products
Sumitomo Mitsui Trust Panasonic Finance Co., Ltd.	Lease and credit sale of Panasonic products	Note 7
Prime Life Technologies Corporation	Sale of Panasonic products through its subsidiaries, etc.
Blue Yonder Holding, Inc.	Collaboration on providing software service to customers, etc.	Note 10

(Notes)

1. A number in the parenthesis represents the ratio of indirect voting rights, which is a part of the ratio of voting rights.

2. The column "Principal businesses" indicates the segment in which the subsidiaries are classified. Subsidiaries that do not belong to any segment are described as "Other." Subsidiaries with headquarters functions (finance, etc.), are described as "Corporate."

3. Regarding the interlocking directorate, etc., other than what is disclosed above, the Company's employees concurrently hold position of directors or officers in most of the consolidated subsidiaries or companies under the equity method.

4. Subsidiaries that meet the criteria of the specified subsidiaries or "Tokutei Kogaisya" as defined in the Cabinet Office Ordinance on Disclosure of Corporate Affairs, etc. of Japan.

5. Subsidiaries in the list above with insolvency

The amount of liabilities in excess of assets as of March 31, 2022 are shown below:

Panasonic Liquid Crystal Display Co., Ltd.	579,469 million yen
SANYO Electric Co., Ltd.	472,750 million yen

6. Although the ratio of voting rights is 50.0%, KMEW Co., Ltd. is treated as a consolidated subsidiary because the Company controls it by involving in its manufacturing and sale activities.

7. Although the ratio of voting rights is 15.1%, Sumitomo Mitsui Trust Panasonic Finance Co., Ltd. is treated as a company under the equity method because the Company holds significant influence over its decision on operating and financial policies. Sumitomo Mitsui Trust Panasonic Finance Co., Ltd. issues the annual securities report.

8. Sales of Panasonic Corporation of North America excluding internal sales within the Panasonic group accounts for more than 10% of consolidated sales. Its major financial data based on USGAAP are as follows:

(1) Sales	977,411 million yen
(2) Profit before income tax	25,029 million yen
(3) Net profit	22,419 million yen
(4) Equity	956,882 million yen
(5) Assets	1,383,094 million yen

9. Common stock of Hussmann Corporation is zero.

10. Upon the Company's acquisition of the additional 80% of shares of Blue Yonder Holding, Inc. ("Blue Yonder") on September 16, 2021, Blue Yonder became a consolidated subsidiary from an equity-method affiliate.

11. On April 1, 2022, through an absorption type company split, the businesses of the Company were transferred to the Company's nine consolidated succeeding companies (Panasonic Split Preparation Co., Ltd. (name changed to Panasonic Corporation on the same date), Panasonic Automotive Systems Co., Ltd., Panasonic Entertainment & Communication Co., Ltd., Panasonic Housing Solutions Co., Ltd., Panasonic System Solutions Japan Co., Ltd., Panasonic Industry Co., Ltd., Panasonic Energy Co., Ltd., Panasonic Operational Excellence Co., Ltd., and Panasonic Sports Co., Ltd.). On the same date, the corporate name of the Company was changed to "Panasonic Holdings Corporation" and it became a holding company. Panasonic System Solutions Japan Co., Ltd., through an absorption-type merger conducted on April 1, 2022, as the surviving company, merged with the Company's subsidiaries, Panasonic Smart Factory Solutions Co., Ltd. and Panasonic Mobile Communications Co., Ltd. being the absorbed companies. Its name was changed to Panasonic Connect Co., Ltd.

5. Employees

(1) Consolidated basis

As of March 31, 2022

Segment	Number of employees
Lifestyle	96,083
Automotive	29,419
Connect	28,985
Industry	40,903
Energy	16,987
Other	25,518
Corporate	2,303
Total	240,198

(Notes)

1. The number of employees refers solely to full-time employees of the Company on a consolidated basis.

2. The number of employees decreased by 3,342, compared with the end of last fiscal year.

(2) Parent-alone basis

As of March 31, 2022

Number of employees	Average age	Average tenure (years)	Average annual salary (yen)
55,088	45.7	22.5	7,586,608

Segment	Number of employees
Lifestyle	19,005
Automotive	5,032
Connect	7,977
Industry	9,803
Energy	5,627
Other	5,341
Corporate	2,303
Total	55,088

(Notes)

1. The number of employees refers solely to full-time employees of the parent company.

2. Average annual salary includes bonuses and extra wages.

(3) Relationship with labor union

The total number of union members of the federation of Panasonic group labor union is 89,644 as of March 31, 2022, and most of the labor unions belong to the Japanese Electrical Electronic & Information Union except some labor unions.

The followings are main labor unions which belong to federation of Panasonic group labor union.

Panasonic Life Solutions labor union (Belongs to the Japanese Electrical Electronic & Information Union) Panasonic Appliances labor union (Belongs to the Japanese Electrical Electronic & Information Union) Panasonic Industrial Devices labor union (Belongs to the Japanese Electrical Electronic & Information Union) Panasonic Connected Solutions labor union (Belongs to the Japanese Electrical Electronic & Information Union)

The relationship between management and labor unions is quite stable and smooth.

Ⅱ Business Overview

1. Management Policy, Business Environment and Challenges of Panasonic Group

Future expectations included in this section are as of June 24, 2022, the filing date of this annual securities report.

(1) Basic Management Policy

The Company, since its establishment, has operated its business under its business philosophy, "contributing to the progress and development of society and the well-being of people worldwide through its business activities." We will continue to directly address social issues as we strive to achieve an ideal society with affluence both in matter and mind, and will take up the challenge to eliminate the concerns of today and the future as we aim to create new value. The Company will directly address a wide range of social issues including global environmental problems in order to make a larger contribution to the advancement of society and resolving societal issues. We will also reinforce our business competitiveness and work to sustainably grow our corporate value by offering value that satisfies our shareholders, investors, customers, business partners, employees and all other stakeholders.

(2) Management Strategy and Challenges of Panasonic Group

1) Main initiatives for fiscal 2023

The global economy during fiscal 2023 is expected to see challenging conditions with a continuing surge in raw materials prices and logistics costs, shortages of components and materials, and global inflation. Uncertainty resulting from COVID-19 and geopolitical risks continue to be alarming, and the economic environment remains difficult to predict. In Japan, the impact on economy resulting from the declining value of the yen is also a cause for concern.

Under these conditions, on April 1, 2022, the Company transitioned to a new Group structure and launched a new medium- to long-term strategy. The new medium- to long-term strategy aims to achieve the Panasonic mission of achieving an ideal society with affluence both in matter and mind, resolving global environmental issues and contributing to support the health and well-being of people around the world, both in mind and body, in their "lifestyle" and "workstyle."

<Outline of Medium- to Long-term Strategy>

(1) Panasonic GREEN IMPACT

The Group aims to create an impact that reduces CO₂ emissions by more than 300 million tons, equivalent to approximately 1% of the current global emissions, by 2050(Note 1).

(2) Medium-term Management Indicators: KGI (Key Goal Indicators)

The Group sets the following indicators and aims to improve cash generation capability by thorough enhancement of business competitiveness-

―	Cumulative operating cash flows: ¥2.0 trillion (fiscal 2023-2025)
―	ROE: 10% or more (fiscal 2025)
―	Cumulative operating profit: ¥1.5 trillion (fiscal 2023-2025)

(3) Investment policy under new medium- to long-term strategy

―	Each operating company will make investments with the cash generated through its own business, and aims for further growth in each business area toward its long-term goals.
―	While maintaining financial discipline, we will make Groupwide strategic investments with the cash generated through enhancing competitiveness, as well as the investments made by each operating company.

A total of ¥600 billion in three years will be invested to achieve our future goals: ¥400 billion in "growth areas" and ¥200 billion in "technology pillars."

Growth areas: Automotive battery area, supply chain software area, air quality and air-conditioning area

Technology pillars: Groupwide technology pillars including hydrogen energy and CPS (Cyber Physical Systems)

(4) Global strategy

Globally, we will carry out a strategy addressing local customers and tailored to regional characteristics, reinforce our operational capabilities in each region, and expand Panasonic GREEN IMPACT through our business operations.

(5) Groupwide key measures toward enhancing competitiveness at each operating company

We will carry out "management that maximizes the potential of each employee," which involves attentively listening to employees who are willing to take up challenges and creating a working environment that maximizes the potential of unique characteristics. We will also strengthen operational capabilities for the overall supply chain through the Panasonic Transformation (PX)(Note 2), and through "Gemba (operational frontlines) Innovation" based on the kaizen mindset and digital technologies.

Note 1: Data from IEA: Global energy related CO ₂ emissions in 2019 were 33.6 billion tons . 300 million tons: calculated by emission factor as of 2020

2: Panasonic Transformation (PX): Panasonic's digital transformation initiatives aimed at bringing happiness to life and work by leveraging digital technology and human skills.

2) Major initiatives in each segment

Lifestyle

Despite the continuing effects of the re-spread of COVID-19, semiconductor shortages resulting from growing global demand, raw material price hikes, and other issues, lifestyles are diversifying during the prolonged COVID-19 and there are signs of changes in thinking regarding the environment and energy conservation. For reasons such as these, we expect continued rising expectations for enrichment of home life from the customer perspective in a wide range of areas related to lifestyles. Under these conditions, the Living Appliances and Solutions Company-centering on home appliances-aims to expand profits by creating products and improving logistics based on UX(Note) to create connections with customers and with individual lifestyles in various areas. The Heating & Ventilation A/C Company-combining the air conditioning and indoor air quality businesses-will work to improve customer value with an advanced coordinated system of air quality and airconditioning products making use of nanoe™, Ziaino, and other air purification technologies. The Electric Works Company-centering on the electrical equipment field-will work to enhance its sales and production structure and expand the product lineup particularly in the key regions of India, Turkey, and Vietnam. The goal is to expand business through such efforts as capturing potential project demand and new business. In the Cold Chain Solutions Company-centering on refrigerated and freezer showcases and kitchen appliances-we will aim to improve profitability and expand business by creating value that meets customer needs related to reduced environmental impact and labor shortages. To create a sustainable society, we will work to reduce CO _2-emissions and expand our business areas that can contribute to reducing CO ₂ emissions in society as a whole, and achieve sustainability management.

Note: UX (User Experience): Experiences obtained by consumers through the use of products and services

Automotive

In the automotive industry, as a result of accelerating technological innovations such as CASE(Note) and an accelerating penetration of EVs, combined with changes in user lifestyles and mobility resulting from COVID-19, we are continuing to see growing needs for safer, more dependable, and more comfortable mobility spaces. In this segment, based on the slogan, "Heartmotive: Connecting our hearts to the Journey", we will utilize the Panasonic technologies and expertise that we have developed to contribute to the advancement of mobility society and automobiles, and meet diversifying individual needs. In terms of automobile advancements, we will contribute through "integrated cockpit solutions" that deliver value through advanced cockpits that effectively provide information to the users for safe and comfortable driving, and through "EV solutions" that promote the penetration of EVs with electronics technologies and devices. In terms of meeting diversifying needs, we will propose and create new products for automobile interior spaces leveraging Panasonic's strengths, and provide value that is tailored to individual lifestyles. We will also create new services aimed at innovations for the mobility society.

Environmental contributions are at the heart of all Panasonic business activities, and we will work towards achieving net zero CO ₂ emissions at Panasonic during fiscal 2023, including the procurement of renewable energy. We will contribute to the global environment through programs including reductions in company CO ₂ emissions and providing solutions that help reduce CO ₂ emissions at our customers.

Note: CASE: Connected (Connected to a telecommunications network to enjoy services, such as infotainment including driving support information), Autonomous (Autonomous driving), Shared & Services (Services for car-sharing), and Electric (Electrification)

Connect

As the labor force declines, customers' personal preferences diversify further, and adaptation to "New Normal" advances, such markets as manufacturing, logistics, and distribution are expected to continue growing. In particular, demand for solutions to issues in the supply chain has been growing worldwide.

In this segment, we will bring innovations to the gemba of B2B customers facing complex and continually changing issues, and will contribute to their customer business improvements. In the supply chain area centered on logistics and distribution, the Company will help customers expand sales and reduce costs and CO ₂ emissions by modeling and implementing solutions that provide high added value to customers, such as solutions to streamline warehousing, transport and delivery operations, as well as optimize inventories. In September 2021, the Company made Blue Yonder Holding, Inc. ("Blue Yonder") a wholly-owned subsidiary. The Blue Yonder software platform, with state-of-the-art artificial intelligence (AI) and machine learning (ML) capabilities, will accelerate the "Autonomous Supply Chain™." Through gemba innovations, not only we are working to contribute to our customers' productivity, but we are also aiming to resolve societal problems such as losses resulting from waste and energy consumption, toward achieving a sustainable future with our customers.

Industry

Amid the declining labor force, advancement of IoT society and mobility, and global warming, growth in demand can be expected in the key business areas of this segment. These include labor saving at factories, information- and communication-infrastructure, and automotive CASE, reflecting rising needs for stability, safety, automation, networking, and carbon neutrality.

In the area of labor saving at factories, we will leverage Panasonic's unique product competitiveness and proposal capabilities to contribute to improving productivity and resolving labor shortages at our customers. We offer device and package products that can easily be installed on a wide range of production equipment. In the area of information and communication infrastructure, we will provide low-loss and long-term-guaranteed devices and systems for 5G base stations and data centers, where high speed to support expanding data traffic and stability as an essential part of the social infrastructure are required. In the area of automotive CASE, we will deliver compact, high efficiency, and high reliability devices that can contribute to improving mobility safety and environmental performance. Concentrating business resources in these high-growth areas, we will work to improve our competitiveness by strengthening our custom development and our material/process technologies, and maximize our contributions to customers.

Energy

As various countries have strengthened environmental regulations in recent years to address increasingly severe global environmental issues, there are accelerating efforts for carbon neutrality, including electrification of automobiles and the use of renewable energy.

In this segment, we will aim for sustainable growth in both the in-vehicle and industrial/consumer areas. We will address environmental issues directly, and utilize our strengths in the energy field, developed over the years engaged in the battery business, such as our technological expertise and high quality sand maximize the value we produce such as reliability, safety, and low environmental impact. In the automotive area, we will contribute to reducing CO ₂ emissions and environmental impact through electrification of mobility. For this purpose, we will both work to further improve productivity for our current battery cells and proceed with development and commercialization of the new "4680 cell." In the industrial/consumer area, we will provide batteries and applied systems, including dry batteries and data center backup power storage systems, to contribute to of a secure and safe society. When carrying out these businesses, we will focus on establishing and improving business systems based on ESG. Through these efforts, we will help create a sustainable society where affluent lifestyles and the environment are balanced and maintained in harmony.

3) Foundations toward sustainable growth

Corporate Governance

The Company recognizes that its corporate governance practices constitute the key foundation in its efforts to enhance its medium- to long-term corporate value. As such, the Company promotes efforts to strengthen the effectiveness of its corporate governance structure under the Board of Directors and the Audit & Supervisory Board Member / Audit & Supervisory Board structure. The Board of Directors enhances the effectiveness of its supervisory functions and corporate decision-making functions through the continuing discussions on the Group's governance and medium- to long-term strategies

In addition, using the framework to evaluate the effectiveness of the Nomination and Compensation Advisory Committee and the Board of Directors, Panasonic is committed to activities for enhancing management flexibility and transparency.

Environment

Through the Panasonic Environment Vision 2050 that was formulated in 2017, Panasonic has taken steps to reduce the energy that we use, while generating and utilizing clean energy in excess of the amounts consumed. In April 2022 as we transitioned to "Panasonic GREEN IMPACT," we changed our long-term environmental vision from a focus on comparisons of the amounts of energy used and generated by our company to a focus on Panasonic Group contributions to the issue of reducing CO ₂ emissions throughout society as a whole.

For this reason, in order to more clearly identify the global environmental issues which the Panasonic Group should address and the value of our contributions toward resolving them, we also changed the index which we use to measure the positive impact on CO ₂ reductions in society from the comparison of energy used and generated by the company. By reducing Group CO ₂ emissions and expanding our impact in various areas that contribute to reducing CO ₂ emissions in lifestyles and businesses, we are aiming to achieve carbon neutrality together with society.

Specifically, we are working to reduce emissions in the Group's own value chain, and expand our impact by contributing to reducing emission in society through our existing businesses, as well as through new businesses and technologies. Through these efforts, we aim to create an impact that reduces CO ₂ emissions by more than 300 million tons, equivalent to approximately 1% of the current global emissions, by 2050, in order to contribute to resolving the issue of climate change.

Human Resources Strategy

The Company believes that developing and utilizing the valuable human resources which are entrusted to us by society is at the core of our business. Based on this, we have created a vision, "The Best Place to Work where diverse talents work at their best." We will carry out a human resources strategy that develops people, organizations, and culture needed to achieve an ideal society with affluence both in matter and mind. Specifically, we have positioned human resources development and the promotion of Diversity, Equity & Inclusion (DEI) as one of our key management policies. For the promotion of DEI, we are carrying out a new program based on the three perspectives of "commitment by top management," "creating inclusive workplace environments," and "providing support for each individual."

2. Risk Factors

Panasonic Group considers the accurate understanding of risks and implementation of countermeasures as an important managerial issue and promotes the group's risk management in accordance with "the Basic Rules for Risk Management". Ahead of the transition to a holding company structure, the previous G&G Risk Management Committee was dissolved and redeployed into the PHD Enterprise Risk Management Committee (hereinafter, "PHD ERM Committee") in October 2021, which is chaired by the Group Chief Risk Management Officer and consists of the heads of each functional division of Panasonic Holdings Corporation (hereinafter, "PHD"). The Committee meets on a regular basis. Specifically, the Committee conducts risk assessment according to a cycle of comprehensively identifying risks due to external and internal factors that may affect our business activities on an annual basis, evaluating such risks according to common evaluation criteria, and determining the priority of the risks that should be dealt with. Regarding the risks that are deemed important, the divisions in charge of the risks take the initiative in formulating and executing countermeasures, monitoring the status of such countermeasures, and implementing activities for improvement on an ongoing basis.

The PHD ERM Committee also commenced risk management activities by considering uncertain events that may prove to be an opportunity or a threat to achieving business goals as "strategic risks" upon formulating and making decisions on managerial and business strategies, promoting appropriate risk-taking according to the risk level, and revising the countermeasures taken in a timely manner according to the size of the risk that was measured. We will strive to strengthen risk management by combining this with the operational risk management that we have been promoting previously.

The PHD ERM Committee also selects the group's material risks based on the risk assessment cycle described above and reports on major risks and its countermeasures to the board of directors on a regular basis.

In addition, each operating company has established the Operating Company ERM Committee under the autonomous responsible management principle and manages the risks of the operating company according to the same risk management cycle as PHD. The material risks selected by each Operating Company ERM Committee are reported to the PHD ERM Committee. Through this framework, PHD conducts risk management related to promotion of the functions of the entire group and carries out risk management for the entire group based on the risk information reported by the operating companies.

(Risk Management Organization Chart)

Described below are some of the potential risks to its business activities that may have a material impact on investors' decisions. However, this is not an exhaustive list of all risks to Panasonic Group, and there can be unforeseeable risks that are not described below. These risks may substantially and adversely affect Panasonic's business, operating results, and financial condition.

Among the matters described in the annual securities report including those related to the business as well as the consolidated financial statements, below are the risks that, management recognizes, may have a significant impact on the financial condition, business performance and cash flows of the Panasonic Group. The following "(2) Risks Related to Panasonic Group's Business Operational Activities" and "(4) Risks Related to Legal Regulations and Litigation" are divided into "Risks of Particular Importance" and "Other Important Risks" according to the degree of possibility of affecting business activities. This section includes forward-looking statements and future expectations as of June 24, 2022, the filing date of this annual securities report.

(1) Risks Related to Economic Conditions

Changing economic conditions

Demand for Panasonic's products and services may be affected by economic conditions in the countries or regions in which its products and services are offered. Economic downturns and resulting demand shrinkage in its major markets worldwide may thus adversely affect its business, operating results, and financial condition. Under the current business environments, fiscal 2023 is expected to see a continuing surge in raw material prices & logistics costs, shortages of components & materials, and global inflation. Also uncertainty resulting from COVID-19 infection and geopolitical risks including the Russia and Ukraine situation continue to be alarming, and the economic environment remains difficult to predict. Japan is not an exception, and its economy is likely to be affected by these factors to a certain extent.

If demands such as that in the aviation industry for Connect do not recover as we expect and it becomes necessary to implement new business structural reforms in order to deal with these situations, there may be a possibility that costs will increase as a result.

For shortages of semiconductors and components & materials, the overall impact is lessening due mainly to the procurement of alternative materials. But this impact is expected to continue to widely affect Connect. For the hikes in raw materials prices and logistics costs, we will try to mitigate this impact through such efforts as price revisions of our products and services. However, in Lifestyle, price hikes mainly in iron, copper and resin and the impact of logistics costs with surging ocean freight costs are expected to continue. Regarding the situation of Energy, the impact of sharp price hikes in raw materials, such as lithium, nickel and cobalt, starting in the fourth quarter of fiscal 2022 is expected to remain in the first half of fiscal 2023. But we aim to mitigate this impact in the second half of fiscal 2023 through such efforts as price revisions and rationalization.

As for the lockdowns in Shanghai and other cities due to COVID-19 infection, it is currently difficult to estimate its impact.

In addition, if the global economy deteriorates more than expected, and a sudden structural change in society or a change in consumer behavior occurs, the business environment surrounding the Panasonic Group will be more severe than currently expected. As a result, Panasonic's business, operating results, and financial condition may be adversely affected. For such changes in the business environment, we will continue to closely monitor the situation and take effective measures to deal with such changes.

Currency exchange rate fluctuations

Foreign exchange rate fluctuations may adversely affect Panasonic's business, operating results, and financial condition because the costs and prices of its products and services and certain other transactions that are denominated in foreign currencies are affected by foreign exchange rate changes. In addition, foreign exchange rate changes also affect the yen value of Panasonic's overseas assets and liabilities denominated in local currencies because their amounts are translated and presented in Japanese yen in its consolidated financial statements. Generally, the appreciation of the yen against the local currencies of the countries in which the Group operates may adversely affect Panasonic's operating results. A weaker yen against a local currency, on the other hand, may have a favorable impact on Panasonic's operating results. However, the depreciation of the yen against certain currencies such as the RMB may adversely affect operating results in certain business sectors on a Japanese yen basis due to the price increase of imported products. In fiscal 2022, the yen depreciated against the U.S. dollar and the euro compared to the previous year, which had a positive impact on overall performance. In setting the medium-term management indicators for the period through fiscal 2025, while the depreciation of the yen against the dollar and the euro will have a positive impact on exports, the depreciation of the yen against the RMB is expected to have a negative impact on imports. At present, we do not expect a material impact on our group's overall operating results and financial condition. However, excessive foreign exchange rate fluctuations may adversely affect Panasonic's business, operating results, and financial condition. With respect to these risks, we are working to reduce the impact on our business by using the foreign currency "Marry" allocating foreign currencies received through our business activities to spending in the same foreign currencies, or "forward exchange contract transactions" designed to predetermine the selling or purchase price as well as the quantity of foreign currencies on a future date. We are also aiming to mitigate the impact on our business through the "local production for the local consumption type manufacturing", producing products in locations close to where they are consumed.

Interest rate fluctuations

Panasonic Group is exposed to interest rate fluctuation risks that may affect its interest expenses, interest income, or the value of its financial assets and liabilities. Consequently, interest rate fluctuations may adversely affect its business, operating results, and financial condition. In addition, our group raises business funds in the form of interest-bearing debt in yen and other currencies, and if interest rates rise due to changes in economic conditions and/or monetary policy by such as international political instability and COVID-19 infection, our funding costs may increase. Consequently, this could have a negative impact on our group's business, operating results, and financial condition.

Changing fund-raising environment

Panasonic Group raises funds for its business in various forms, such as bonds and commercial paper issued and borrowings from financial institutions. If the financial market becomes unstable or deteriorates, due to various external factors such as international political instability and the impact of the spread of COVID-19 infection, financial institutions reduce lending to Panasonic Group, or rating agencies downgrade Panasonic Holding Corporation's credit ratings, Panasonic's fund-raising ability may be reduced to levels at which it is not able to raise the necessary funds at the necessary times under appropriate conditions, and Panasonic Group may have to incur additional costs in raising funds.

This may adversely affect its business, operating results, and financial condition. In response to these risks, we are striving to strengthen our ability to generate funds, by improving the ability to generate sufficient cash flow coming in from businesses through measures such as strengthening business competitiveness and reducing working capital, and to strengthen our ability to generate funds through balance sheets by thoroughly looking into the assets held. In June 2021, we have signed commitment line contract (Note) with a total of 600 billion yen for a period of 3 years and we are ensuring to secure sufficient liquidity, including the balance of cash and cash equivalents to mitigate adverse impact on management.

Note: Commitment line contracts: A contract that allows us to receive a loan within the scope of the predetermined contract period and credit line that we have agreed with a financial institution.

Decreases in the value of stocks

Panasonic's financial assets include stocks of other companies around the world including Japan. A shrinkage in their value due to stock price declines or otherwise may reduce Panasonic Corporation stockholders' equity.

(2) Risks Related to Panasonic Group's Business Operational Activities a. Risks of particular importance

Barriers in international business operational activities

One of Panasonic Group's business strategies is business expansion in overseas markets. In these markets, Panasonic Group may be exposed to various risks other than foreign currency exchange risks, such as political instability (including wars, civil disturbances, conflicts, riots, and terrorist attacks), economic uncertainty, cultural and religious differences, and labor issues. Panasonic Group may also experience various political, legal, or other barriers, including restrictions on foreign investment or profit repatriation, the nationalization of local industries, changes in export or import regulations or foreign exchange controls, and changes in the tax system, including tax rate changes, and transfer pricing and other international taxation risk and the differences in commercial customs overseas.

In particular, recent changes in the laws and regulations of each country regarding trade restrictions and economic sanctions, will have a major impact on the business of the Group, which has global production bases and supplies products. By paying close attention to these trends and collecting information on a daily basis, we grasp new trade restrictions and sanctions that affect our business at an early stage and take measures such as updating global policies and guidance as appropriate. We thoroughly implement the non-judgment of cargo and technology subject to new regulatory fields. In addition, we are working to educate employees in Japan and overseas by thoroughly disseminating information within the company and disseminating measures to avoid transaction risks.

Regarding economic security issues, while sensitive technology regulations and controls are being strengthened in each country, support for strengthening industrial infrastructure, research and development of cutting-edge important technologies, prevention of outflow of sensitive technologies, and strengthening of export control are being strengthened in each country, and the "Economic Security Promotion Law" was enacted on May 11, 2022 in Japan as well. Panasonic Group will continue to closely monitor the impact of these trends on our business. Regarding the Ukraine-Russia situation, Panasonic Group expects the direct impact on its operating results and financial condition to be minor. However, a further surge in energy and raw material prices may have a significant impact on Panasonic's business, operating results, and financial condition going forward.

In addition, the state of emergency, lockdown, and restrictions on going out in each country at the beginning of the spread of COVID-19 infection last year had adverse impact on our business. Restrictions have already been relaxed in some countries, however, infection still spreads and lockdown continues in some countries and regions, and future spreads of infection may tighten restrictions on economic activities again, affecting our business, operating results and financial position.

Environmental issues / Climate change

Panasonic Group aims to create a society where people can achieve a better and more comfortable life with clean energy to achieve both a better life and a sustainable global environment. We are working to reduce the amount of energy we use and to create and utilize more energy than we use.

One of the risks that we place particular emphasis on is the introduction and expansion of environmental regulations and policies in the international community as awareness of environmental issues grows. While opportunities for new technology and business development that comply with environment-oriented policies and environmental regulations are expected to expand, it may adversely affect the Group's business and business performance by energy procurement costs increase due to the introduction of carbon pricing such as carbon tax and emission trading system, forced purchase of emission credits, manufacturing cost increase due to switching to materials with low environmental load, low Commoditization of carbon products, etc. In addition, delays in taking measures against such environmental problems may lead to the loss of business opportunities in markets such as Europe and other countries, and the loss of business opportunities due to suspension of transactions.

In addition, due to the development of the circular economy by resource depletion and resource constraints, opportunities to increase corporate value through active use of renewable energy are expected to increase, and at the same time, demand for low-carbon products using recycled resources is expected to increase. On the other hand, there is a possibility that production costs will increase, and production delays will occur frequently and become normal due to rising prices of recycled resources (recycled materials and recycled raw materials) and supply shortages.

In May 2021, Panasonic Group announced its goal of achieving zero net CO ₂ emissions by 2030. In January 2022, Panasonic Group announced its long-term environmental vision, Panasonic GREEN IMPACT, which aims to fulfill Panasonic's reduction responsibilities that match its CO ₂ emissions of 110 million tons across its entire value chain, including CO ₂ emitted by its customers through products provided by Panasonic Group, and expand its contribution to society's reduction of CO ₂ by leveraging its wide-ranging business fields. As a target for achieving this, Panasonic Group aims to create impact that reduces CO ₂ emissions by more than 300 million tons, or about 1% of current total global emissions, by 2050 through its business activities. Panasonic Group is committed to tackling environmental and climate change issues by strengthening these activities through the relevant business markets, while paying attention to shifts in demand for certain products and services due to global warming and to the introduction and expansion of environmental regulations and policies in the international community due to rises in environmental awareness.

Information security risks

In the ordinary course of business, Panasonic Group may obtain information regarding customers' privacy and credit standing (including their personal information) and receive confidential information regarding other companies etc. In addition to information regarding customers and other companies etc., Panasonic Group also handles its own trade secrets (including Panasonic's technical information, etc.). This information may be leaked due to intentional acts such as unauthorized access to Panasonic's systems and cyberattacks or negligence. Furthermore, the number of our products and services, production equipment, and management systems that use the Internet is increasing, and unexpected intrusion into products and services via the network, leakage of personal information due to unauthorized operations, external information leakage, service outage, impact on the process, etc. may occur. Such events may result in Panasonic Group becoming liable to pay compensation to the damaged parties. In addition, the Group's business activities may be forced to be suspended or suspended, or the Panasonic's image may be adversely affected. As a result, Panasonic's business, business performance and financial position may be adversely affected.

On November 11, 2021, Panasonic Group confirmed that its network had been hacked by a third party. Since confirming the hack, Panasonic Group has been striving to uncover the full extent of damage and to prevent a recurrence by establishing an emergency response headquarters and hiring an external security advisor to investigate the hack and to consider an emergency response. Based on the results of the investigation, Panasonic Group is also making preventive efforts by expanding the monitoring of networks, servers, and PCs and enhancing its security monitoring framework globally and in a unified manner to achieve a higher level of information security. However, although we take the utmost defense measures, there remains the risk of adversely affecting the Group's business that we cannot completely prevent the intensifying and sophisticated cyber attacks, as a consequence, this could have a negative impact on our group's business, operating results, and financial condition.

b. Other Important Risks

Competition in the industry

Developing, producing, and selling a broad range of products and services, Panasonic Group faces many different types of competitors, from large international companies to small but rapidly growing specialized enterprises. Panasonic Group is strengthening its investments in strategically important businesses, but there may be business sectors in which its investments may not be as large or timely as competitors' or may not happen at all. These competitors may have greater financial strength, technological capabilities, and marketing resources than Panasonic Group in the respective competitive business sectors.

Amid this competitive environment, Panasonic Group is aiming to strengthen its competitiveness by reconstructing its strategy from a long-term perspective. First, we will strive to strengthen our competitiveness through our contribution to customers by stepping up our efforts toward solving environmental issues, which require an urgent response. With the acquisition of cash as a premise, we will also invest strategically in businesses in which we have strength, not only at the operating company level but also at the group level.

Secondly, the strengthening of competitiveness requires "operational skills," which eliminate waste and stagnation and accelerate the speed of business, at every business site. Panasonic Group has been streamlining operations that do not generate net added value by employing IT and promoting business process reforms under the theme of enhancement of business competitiveness, and where there are economies of scale at the group level, such as development & design, manufacturing & marketing, and procurement. It is also reducing costs to enhance competitiveness by employing digital technologies, building up streamlining activities, and rolling out initiatives to eliminate all waste, stagnation, and rework in the workplace.

Alliances with other companies and corporate takeovers

Panasonic Group has formed strategic alliances such as business partnerships or joint ventures and also purchased other companies in order to introduce new products and services. Furthermore, the importance of such strategic alliances as well as corporate takeovers is increasing. In the strategic alliances, Panasonic Group conducts prescribed deliberation according to the stage of consideration, where we verify the consistency with the business strategy, omissions in consideration, the validity of prices and contract details, identification of risks and the integration plan. Panasonic Group may not be able to successfully collaborate or achieve expected synergies with its alliance partners or recover some or all its respective investments. Furthermore, the alliance partners may make decisions regarding their business undertakings for Panasonic Group that may be contrary to Panasonic's interests. In addition, if such partners change their business strategies, then Panasonic Group may find it difficult to maintain these collaborative relationships. With respect to corporate takeovers, Panasonic Group may have to incur substantial expenses in relation to such takeovers or may not be able to fully achieve expected results or may have to incur unexpected losses in connection with business integration or restructuring after such takeovers.

In September 2021, Panasonic Group has purchased the remaining 80% of shares of Blue Yonder and made the company a wholly owned subsidiary. Panasonic Group is accelerating the realization of on-site process innovation and maximizing the synergies between the two companies by incorporating the capabilities of Blue Yonder in various cyber fields. However, there is a possibility that these expected effects may not be fully obtained, if we cannot retain talented people, including key management members, or maintain employee morale, if the competitiveness of Blue Yonder is significantly reduced due to changes in the business environment or competitive situation or if we cannot maintain good relationships with important customers and other stakeholders. In addition, with the acquisition of Blue Yonder as a wholly owned subsidiary, a considerable amount of goodwill and intangible assets is recorded in the consolidated statements of financial position, but if it is judged that the expected effect will not be obtained due to changes in the business environment and competitive situation, and the recoverable amount falls below the carrying amount, an impairment loss may occur, which may affect our operating results and financial position. (For details, see "(6) Other risks Impairment of non-financial assets".)

Panasonic Group will steadily promote PMI (Post Merger Integration) with the aim of growing Blue Yonder's business and maximizing synergies between the two companies. Specifically, the two companies will promote a new management system and collaboration plan to reduce risk after the completion of the transaction.

The external environment surrounding the supply chain management business (SCM business) centered around Blue Yonder has been changing significantly. Expected needs of enterprises for supply chain management solutions are increasing, and its market is expected to expand rapidly, competition for strengthening of R＆D and investing in M＆A have become more fierce in this field. Against this backdrop, to further strengthen competitiveness of SCM business, Panasonic Group has determined that a stock exchange listing of the SCM business is an optimal way to accelerate growth globally by utilizing the capital markets. On May 11,2022 we announced that we would begin preparations for a stock exchange listing centered around Blue yonder, based on the premise that the listed company will be positioned as an important consolidate subsidiary of Panasonic Group and Panasonic Group will hold a majority of the voting rights.

A stock exchange listing is subject to the approval of the relevant stock exchange and other relevant government agencies. In addition, as a result of further consideration and review in the preparation process for the stock exchange listing, there is a possibility that reorganizations of Panasonic Group will be required. There is also a possibility that the Company decides not to pursue a listing of the SCM business.

Risks in the Result of Restructuring

Panasonic Group owns a large number of subsidiaries and associated companies, etc., and may carry out groupwide restructuring (including transferring certain businesses or shares to other companies and restructuring organizations or sites within the group) in order to enhance its business management efficiency and competitive strengths. However, there is a possibility that Panasonic Group will not be able to fully achieve the expected results from ongoing or future restructuring projects.

Panasonic Group implemented a company split with the former Panasonic Corporation as the split company in order to strengthen the competitiveness of each operational company business from a medium- to long-term perspective. We shifted to operation company system with the former Panasonic Corporation as a holding company from fiscal 2023. Each operating company, which was spun off due to the transition to an operating company system, works to significantly strengthen its competitiveness through swift decision-making in response to changes in the external environment and flexible system design according to business characteristics. On the other hand, the holding company actively supports the strengthening of the competitiveness of each operating company, develops and promotes the Group's growth strategy and strives to increase the corporate value of the Group. However, there is a possibility that the initially expected results may not be fully obtained due to decrease in decision-making speed due to multi-layered organization, and the increase in costs for independent management operations at each company.

In response to such risks, Panasonic Group discusses and builds the group's medium- and long-term strategy as a holding company. For important projects proposed by operating companies, we will strive to reduce risks in business operations by supporting decision-making at operating companies from the viewpoint of a holding company.

Regarding governance, we transfer necessary authority to operating companies and strengthen decision-making expertise and speed in order to thoroughly strengthen business competitiveness. We built specific systems and institution, including some directors of the Company concurrently serving as directors of operating companies, to continue to collect appropriate information, for implementing governance based on it, without changing the perspective of strengthening governance for the entire Panasonic Group that we had implemented so far.

In addition, we established a new company to handle professional services (indirect operational functions) to eliminate the layering of indirect functions and the duplication of functions to downsize the indirect organization upon the introduction of an operating company system. We visualize the value provided by indirect functions as professional functions and operation functions corporate-wide and promote the efficiency and sophistication of indirect operations to improve the efficiency of indirect fixed costs.

Supply and demand of raw materials, disruption of transportation, soaring prices

For Panasonic's manufacturing operations, the ability to obtain raw materials, parts and components, equipment, services, etc. in a timely manner in required quantities is essential, and Panasonic Group uses reliable suppliers. However, in the case of disasters, accidents, spread of infectious diseases, or supplier bankruptcies leading to temporary short supply or depleted stock, or increased industry demand, Panasonic Group may have difficulty finding alternative or additional suppliers or substitute parts. Furthermore, in the event of a production interruption or halt, or a reduction in production scale due to such events at business customers to which Panasonic Group delivers parts and materials, Panasonic's sales volume may decline. Panasonic's business, operating results, and financial condition may be adversely affected by such events.

Recently there has also been a surge in raw material and fuel prices, a sharp rise in container transportation costs, and a shortage of drivers both in Japan and overseas. Regarding the surge in raw material and parts/material prices, Panasonic Group is making efforts to reduce price increases and achieve stability by actively engaging in forward contract hedging and further accelerating central purchasing at the group level. With regard to rising distribution costs, Panasonic Group is striving to reduce the number of containers it uses by improving load efficiency, creating multiple marine transport routes, and securing container space on a medium- to long-term basis. However, should economic sanctions by countries around the world against Russia and distribution disruptions be prolonged due to Russia's invasion of Ukraine, costs may rise further, adversely affecting Panasonic's business.

In response to the outbreak of COVID-19 infection, at the beginning of the epidemic in fiscal 2021, we conducted a simultaneous survey of all affected suppliers and items, including secondary suppliers, and implemented countermeasures. Through these efforts, we have identified potentially problematic customers and matters, and ensured to secure alternative suppliers and locations. As a result, we overcome those difficulties initially experienced in procuring parts and managed to return to near pre-COVID-19 levels on the supply side. On the other hand, there is a possibility that the supply of some parts will be hindered due to rapid changes in the supply and demand environment in the world caused by further spread of COVID-19 infection.

Product price declines

Being subject to intense competition worldwide, Panasonic Group may have difficulties in setting product prices at levels at which it can secure sufficient profit. Although Panasonic Group makes efforts to reduce costs and develop high value-added products, greater downward price pressure than it can cope with through such efforts seriously affects Panasonic's ability to maintain or secure profits, especially when product demand is lower. In business-to-consumer (BtoC) areas, amid accelerating changes in the structure of markets, such as a demand shift to emerging markets and lower-priced products, Panasonic's product prices in digital electronics and other business areas may decline. In business-to-business (BtoB) areas, on the other hand, in spite of Panasonic's efforts, its business, operating results, and financial condition may be adversely affected by downward price pressure, decrease in demand for products, or pressure for capital investment from business partners that Panasonic Group highly depends on.

Competition for innovation and de facto industry standards

Panasonic Group must develop and provide new products and services in a timely manner. In Panasonic's core businesses in both B to C and B to B areas, technological innovation is the central competitive factor. In cases where Panasonic Group fails to read future market needs and predict with reasonable accuracy and develop new technologies that will meet such needs, or technology developed or provided by Panasonic Group does not lead the market and, instead, one developed by a competitor is recognized as the de facto standard, Panasonic Group may lose its competitive position in new markets.

Competition in recruiting and retaining skilled employees

Panasonic's future success depends largely on its ability to attract and retain talented personnel in such fields as research, development, technology, manufacturing, and management. Panasonic Group has a globally unified criteria, process, and IT platform for selecting management personnel to identify the most appropriate personnel and ensure systematic career development and appointment irrespective of attributes such as age, gender, and nationality. For candidates for management positions, including executives, Panasonic Group has clarified its training policy and selection perspectives as it promotes their career development by quickly spotting talent and providing them with a wide range of experience.

However, the number of qualified personnel in each field is limited and competition for such resources is intensifying. In this context, if Panasonic Group is not able to retain its existing personnel and attract additional qualified staff, its business, operating results, and financial condition may be adversely affected.

Occupational safety and working hours management

At Panasonic Group, inadequate work environments and procedures, and inappropriate labor management may cause physical and mental harm to employees and others involved. Furthermore, inappropriate work time management may pose a health risk to employees or lead to a drop in morale in the workplace.

In accordance with laws and regulations and Panasonic's basic business philosophy, Panasonic Group promotes health and safety initiatives through the establishment of the Occupational Safety and Health Policy and the Occupational Health and Safety Management Regulations, which has set forth standards for ensuring employees' safety and health, achieving a comfortable workplace, and preventing workplace accidents. A Central Safety and Health Committee, headed by the group's safety and health management division, has also been established, under which safety and health organizations of operating companies and divisions are established. They deliberate and decide important policies related to safety and health management and conduct related activities and monitoring. Regarding work time management, in light of the recent expansion of remote work, we are working to prevent overwork by renewing the method of collecting and utilizing objective data on working hours, continuously raising awareness of employees, and expanding the work management system.

(3) Risks Relating to the Result of Panasonic's Management Targets Achievements

Panasonic Group announced the Group's new medium- to long-term strategy in April 2022 and the strategies of each operating company in June 2022. Panasonic Group is promoting specific measures to execute these strategies. These strategies are based on the information, analysis, and other factors that we deemed appropriate at that time when the strategy was formulated.

The global economy during fiscal 2023 is expected to see a continuing surge in raw materials prices ＆ logistics costs, shortages of components and materials, and global inflation. Also, uncertainty resulting from COVID-19 infection and geopolitical risks including the Russia and Ukraine situation continue to be alarming, and the economic environment remains difficult to predict. We may not be able to achieve expected results due to the adverse impact of the world economy and other factors. In order to press ahead with the medium- to long-term strategy, we will make our best efforts to minimize the risk of failure to achieve these results by regularly monitoring the progress to identify issues and reviewing those identified issues in light of trends in the global economy as well as business environment to come up with appropriate measures on a timely manner.

(4) Risks Related to Legal Regulations and Litigations

a. Risks of particular importance

Compliance

"Panasonic Group Code of Ethics & Compliance" stipulates that Panasonic Group should engage in fair business practices as a "company as a public entity of society", clearly states compliance with laws and corporate ethics, and shares the basic stance of the Company with all directors and employees. In addition, we are working to ensure thorough compliance based on global regulations against serious risks such as "violation of competition law" and "bribery / corruption." In addition, we are working to strengthen awareness of ethics and legal compliance by implementing compliance measures for employees throughout the year in response to various risks. Furthermore, as a centralized whistleblower contact point, we have established a global hotline that allows us to make reports from domestic and overseas bases and business partners, and we are working to detect and correct problems at an early stage through appropriate internal investigations.

"The Panasonic Group Code of Ethics & Compliance" states that Panasonic "respects human rights, complies with the laws and regulations of countries and regions around the world, and strives to accurately understand and recognize their culture, religion, and values, treating them with respect, and acting with sincerity." Panasonic Group has also established "Rules on Human Rights and Labor Compliance", which set forth the basic policy and the roles to be played by directors and employees in order to comply with human rights-related international standards and laws and regulations advocated by the United Nations and internal labor organizations, as well as to achieve a labor environment that offers job satisfaction and where a diverse range of human resources can maximize their potential, so as to fulfill the corporate social responsibility of respecting human rights. Panasonic Group supports the United Nation's Universal Declaration of Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work, and the basic principles of the OECD Guidelines for Multinational Enterprises. Panasonic Group strives to strengthen compliance regarding important changes in the legal requirements concerning human rights and labor by gathering information and thoroughly enforcing the changes at each facility.

These efforts to strengthen compliance may have an adverse effect on Panasonic's operating results due to the incurrence of additional costs and expenditure. Furthermore, in the event of a compliance or ethical violation at Panasonic Group or when faced with a compliance or ethical issue, Panasonic Group may be subject to administrative sanctions such as a fine, criminal punishment, or a lawsuit for damages, as well as damage to its social reputation.

Risks Related to Supply Chain

Panasonic Group does business with more than 10,000 suppliers globally. In recent years, the demand for corporate social responsibility in the supply chain has been increasing by the day. This trend is becoming evident in legislative developments, with new regulations being established and invoked especially in human rights. Panasonic Group has established "the Rules on Supply Chain Compliance", which clarify basic matters concerning compliance in Panasonic's procurement activities and its supply chain and the roles and responsibilities of each organization, as well as setting forth the roles to be played by directors and employees and the system and basic policy for promoting responsible procurement activities. Panasonic Group has also issued "the Panasonic Supply Chain CSR Promotion Guidelines", which summarize the CSR requirements (in human rights, labor, health and safety, global environmental conservation, information security, social contribution, etc.) that we would like our suppliers to comply with. By conveying Panasonic's ideas on CSR procurement by referring to international standards and industry norms and in consideration of the CSR requirements of NGOs and client companies, both Panasonic Group and suppliers practice the guidelines.

However, failure to achieve the results expected from the initiatives in responsible procurement activities in the supply chain may lead to a drop in Panasonic's image and reputation and lead to the flight of customers, etc., which may have an adverse effect on Panasonic's business, operating results, and financial condition.

b. Other Important Risks

Direct or indirect costs resulting from product liability or warranty claims

Panasonic Group incorporates knowledge about unsafe events and prevention into corporate-wide safety design standards to thoroughly manage risks on a daily basis. However, if quality problems occur because of product defects (including safety incidents), Panasonic Group may be held liable for damage (including indirect damage) arising from such defects but not fully covered by product liability insurance and may have to incur significant expenses to handle such problems. Due to the occurrence of these problems, Panasonic Group may experience the deterioration of its image or reputation or may not be able to retain its customers. As a result, its business, operating results, and financial condition may be adversely affected.

Damage related to intellectual properties rights

Panasonic Group may not be granted patents for its patent applications and adequate protection in the form of intellectual property rights. In addition, intellectual property rights may be unavailable or limited in some countries in which Panasonic Group operates. Third parties may also develop technologies that are protected by intellectual property rights, and such technologies may be completely unavailable or available only on terms unfavorable to Panasonic. Group Panasonic has licenses for patents and other intellectual property rights from third parties. However, such licenses may be made unavailable, or the license terms may be modified to Panasonic's disadvantage. In addition, Panasonic Group may be exposed to litigation etc. regarding intellectual property rights, or it may have to initiate litigation etc. to protect its intellectual property rights. In such cases, Panasonic Group may have to incur significant expenses and spend large management resources. Furthermore, if allegations of Panasonic Group's infringement of a third party's intellectual property rights are approved, Panasonic Group may be prohibited from using certain important technologies or held liable for heavy damages.

Disadvantages and legal liability under other legal regulations etc.

Panasonic Group operates pursuant to the regulations of Japan and all other countries and regions of the world, including legal regulations regarding commercial transactions, antitrust rules, intellectual property rights, product liability, environmental protection, consumer protection, labor relations, financial transactions, internal control and business taxation, as well as government permission required for business operation and investment, legal regulations regarding telecommunications businesses and the safety of electric products, national security and import/export. If, due to the implementation of stricter legal regulations or the introduction of stricter interpretations by governmental authorities, Panasonic Group finds it difficult to comply with these legal regulations for technical or economic reasons and continues the relevant business, then such business will have to be limited. Panasonic Group may also have to incur additional expenses to ensure its compliance with these legal regulations etc. In addition, in the event that governmental authorities find or determine that Panasonic Group has violated such legal regulations or its internal controls for compliance are inadequate, Panasonic Group may be subject to regulatory sanctions, including monetary penalties, as well as criminal sanctions or civil lawsuits for damages, and may also suffer reputational harm.

(5) Risks Relating to Disasters, Accidents, and Unpredictable Events

Risks Related to Natural Disasters

Panasonic Group conducts manufacturing, sales, research and development, and other activities globally and has facilities all over the world. If an earthquake, tsunami, flooding, or other natural disaster (including those caused by climate changes), fire, explosion, war, terrorist attack, epidemic, or the like occurs, Panasonic's employees, facilities, information systems, or other assets may be seriously injured or damaged and part of its operation may be brought to a halt, resulting in delays in production and shipment and repair expenses for damaged facilities etc. In addition, if such natural disasters or accidents or other unpredictable events occur in Panasonic Group's supply chain, including parts suppliers and product purchasers, Panasonic Group's production and sales activities etc. may be adversely affected by temporary short supply or depleted stock from suppliers or a temporary stoppage or limited production at the product purchasers.

To reduce these risks, we regularly review our BCP (Business Continuity Plan), which includes the supply chain. In addition, we have established the "Corporate Emergency Management Rules", which specifically stipulate the response policy, organizational structure, and the role of each function so that we can respond promptly in the event of an emergency.

Especially for natural disasters, we are strengthening our disaster and accident preparedness in normal times and have established the Disaster/Accident Countermeasures Committee at the group level so as to enable swift transition to an emergency response system in the event of an emergency. The Disaster/Accident Countermeasures Committee has set up sub-committees for earthquakes, tsunamis, and floods in order to strengthen measures against each type of disaster. In view of the pressure on electricity supply that occurred during disasters in the past, the BCP includes emergency power equipment, etc. to ensure business continuity. In addition, we carry out drills of the Corporate Emergency Headquarters every year, assuming an emergency. In January 2022, we held the Corporate Emergency Headquarters exercise, a company-wide disaster prevention drill assuming a Nankai Trough Earthquake. In particular, since the outbreak of COVID-19 infection, we have been promoting telework to prevent infection among employees, and the drill in fiscal 2022 was held for a remote meeting, assuming that there are many teleworkers in the event of a disaster.

Risks related to infectious diseases

Except for the impact of the aforementioned decline in demand in some industries, COVID-19 infection has not had a significant adverse effect on the entire Panasonic Group. However, due to the outbreak of mutant strains one after another, the spread of the infection still continues, and the infection may still affect its business, operating results, and financial condition. Following the WHO declaration of global health emergency in response to the outbreak of COVID-19, we set up the Corporate Emergency Headquarters based on "the Corporate Emergency Management Rules" on January 31, 2020. We are working to maintain the stability of our business by forming teams for management, procurement, public relations, etc. centered on professional functions within the Corporate Emergency Headquarters, and by professionally responding to each issue. At the same time, each operating company that operates the business has also set up an emergency headquarters and is taking measures in cooperation with the Corporate Emergency Headquarters. Even at the present time when the initial response has been completed, from the viewpoint of maintaining the health of employees and continuing the business, we are implementing measures such as giving detailed group notifications based on the infection situation in Japan and overseas and the guidelines of the government of each country.

Panasonic Group has also implemented workplace vaccination since June 2021 to ensure the safety and security of all employees, maintain a system that enables safe business operation, and fulfill its social responsibility of contributing to the prevention of infection by accelerating the pace of vaccinations in Japan. Workplace vaccination has been implemented three times so far, and we will continue to respond according to the situation of infection and government guidelines.

(6) Other Risks

Panasonic Group's pension plan benefit obligations

Panasonic Group has an externally funded retirement pension plan for employees in Japan who meet certain eligibility requirements. Panasonic Group and some domestic subsidiaries made transition from the defined benefit pension plan to a defined contribution pension plan for a portion of the reserve (future portion) after the transition date and a portion of the reserve (past portion) before the transition date. However, as for those portions that have not been transferred to the defined contribution pension plan, it may need to lower the discount rates applicable to the liabilities associated with the defined benefit pension plan due to a decline in interest rates and may also lead to a decline in the fair value of plan assets due to a decline in stock prices. As a result, the retirement benefits liabilities may increase and the equity attributable to the owners of the parent company may decrease.

Impairment of non-financial assets

Panasonic has many non-financial assets, such as PPE (Property, Plant, and Equipment), goodwill, intangible assets and right-of-use assets. With regard to non-financial assets (other than inventories and deferred tax assets etc.), an assessment is made for any indications of impairment in each such asset or cash-generating unit ("Asset"). If any such indication exists, then the recoverable value of the relevant Asset is estimated, and impairment tests are performed. For goodwill and intangible assets with indefinite useful lives, impairment tests are performed annually, regardless of whether there are indications of impairment. Depending on the results of impairment tests, it may be necessary to reduce the carrying amount of the relevant asset to its recoverable amount and recognize an impairment loss. The estimate of the recoverable amounts includes certain assumptions about the impacts of COVID-19 infection; therefore, actual results and outcomes in future reporting periods may differ materially from the Company's estimates.

Recognition of deferred tax assets

With regard to deferred tax assets, Panasonic Group recognizes only those that are probable to be utilized against Panasonic's future taxable income. Recognized deferred tax assets are reviewed at the end of each reporting period. Any reductions in deferred tax assets due to the reduced probability of tax benefits being realized may result in an increase in income tax expenses to Panasonic. The estimate of future taxable income includes certain assumptions about the impacts of COVID-19 infection; therefore, actual results and outcomes in future reporting periods may differ materially from the Company's estimates.

Operating results and financial conditions of companies under the equity method

Panasonic Corporation has stocks in several companies to which the equity method applies. Each such company operates pursuant to its own business and financial policies. Panasonic Corporation has significant influence, but not control, over their policy making processes; therefore, Panasonic Group usually does not make policy decisions for them. If these companies' business results and financial condition worsen, then Panasonic's operating results and financial condition may be adversely affected.

3. Management Analyses of Consolidated Financial Position, Operating Results and Cash Flows

(1) Significant Accounting Policies and Estimates

The Company's consolidated financial statements are prepared in conformity with IFRS. The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are reflected in recoverability of deferred tax assets, measurement of defined benefit obligation and impairment of non-financial assets (including goodwill). Actual results could differ from those estimates.

The details of critical accounting policies and estimates are stated in "V Consolidated Financial Statements, Note 3. Significant accounting policies."

(2) Production, Orders Received and Sales

The Company's production and range of sales items is extensive and diverse. Even for the same type of products, their capacity, structure and format are not necessarily uniform. Due to the nature of the products, in principle, the Company adopts a production system that operates mainly based on projection.

Since the Company is engaged in production activities in a way that the product inventories are kept at a certain level, production results are generally similar to the sales performance.

(3) Analyses of Operating Results for Fiscal 2022, ended March 31, 2022

During the year ended March 31, 2022 (fiscal 2022), the global economy saw progress in economic recovery with the backdrop of factors such as the ongoing COVID-19 vaccination roll-out. However, the economic outlook remained unclear due to the impact of new COVID-19 variants. In addition, price surges in raw materials and logistics costs as well as shortage of parts & components were constant negative factors for the economy throughout the year. Furthermore, in the second half of the fiscal year, such factors as accelerating inflation and increasing geopolitical risks led to concerns about economic downturn.

Under such management conditions, the Company continued to control fixed costs according to business conditions and to make efforts to capture new business opportunities reflecting changes in society brought about by COVID-19. Through all these efforts, the Company continued to enhance its management structure in the final year of the Mid-term strategy that started in fiscal 2020. Additionally, in all of our businesses, the Company identified the areas in which the Company should be aggressive and thoroughly enhanced the competitiveness in these areas.

More specifically, with regard to the investment for growth, in the gemba (operational frontlines) process business, the Company completed its acquisition of the 80% of shares of the U.S. company Blue Yonder, which is one of the leading global providers of specialized supply chain(Note 1) software. As a result, the Company made Blue Yonder a wholly-owned subsidiary, together with the 20% of its shares acquired in July 2020. The Company aims to create new value by combining Blue Yonder's software platform, which offers state-of-the-art artificial intelligence (AI) and machine learning (ML) capabilities, with the Company's manufacturing expertise, which has been cultivated over many years, as well as its edge devices(Note 2), IoT(Note 3) applications, and sensing technologies. This acquisition will accelerate an "Autonomous Supply ChainTM" and will provide solutions to customers' management issues. In addition, the Company aims to contribute to global environmental conservation and to a sustainable society through energy-use reduction and effective utilization of recourses.

In October 2021, the Company started its operations based on the new structure toward the transition to a new organizational system with the Company serving as a holding company (Panasonic Holdings Corporation) from April 2022. Under the new structure, the Company continued to execute steadily the Mid-term strategy and prepare for the smooth operation of each operating company.

Notes 1. Supply chain: A series of processes involved in delivering a product or goods to consumers, including procurement, manufacturing, inventory management, delivery, and sales

2. Edge device: Devices connected to the Internet

3. IoT: Internet of Things, which refers to the connection of many things, or devices, to the internet

1) Sales

The Company's consolidated group sales for fiscal 2022 increased by 10% to 7,388.8 billion yen from a year ago. Domestic sales increased due to favorable sales of products for industrial use as well as information- and communication-use products. Overseas sales also increased due mainly to increased sales of automotive batteries with growing demand as well as the effect of new consolidation of Blue Yonder.

2) Operating Profit

Operating profit increased by 38% to 357.5 billion yen from a year ago. This is due mainly to increased sales, efforts to increase sales prices as well as a gain recognized from the remeasurement of the previously-held equity interest in Blue Yonder, despite the impact of raw material price hikes and other factors.

3) Profit before Income Taxes

Finance income increased from 20.8 billion yen a year ago to 22.1 billion yen. Finance expenses increased from 18.6 billion yen a year ago to 19.3 billion yen. As a result, profit before income taxes was 360.4 billion yen, compared to 260.8 billion yen a year ago .

4) Net Profit attributable to Panasonic Corporation Stockholders

Income taxes were 95.0 billion yen, compared to 76.9 billion yen a year ago. As a result, net profit attributable to Panasonic Corporation stockholders totaled 255.3 billion yen, compared to 165.1 billion yen a year ago. Also, net profit attributable to Panasonic Corporation stockholders per share was 109.41 yen, against 70.75 yen a year ago.

5) Operating Results by Segment

With the termination of the previous divisional company system and the reorganization of the group structure on October 1, 2021, the group's segment composition has now been realigned to five reportable segments of "Lifestyle", "Automotive", "Connect", "Industry" and "Energy", and other businesses which are not included in the reportable segments.

Due to the organizational structure change, the segment information for fiscal 2021 has been reclassified to conform to the presentation for fiscal 2022.

a. Lifestyle

Sales increased by 3% to 3,647.6 billion yen from a year ago.

In fiscal 2022 year, sales of the air-conditioning business such as room air-conditioners decreased in Japan. However, due to strong sales of personal-care appliances, washing machines and refrigerators in China and heat pump-type hot water heaters in Europe, and the favorable exchange rates, overall sales increased.

Looking at the main Business Divisions (BDs), in the Heating and Cooling Solutions BD, demand for room airconditioners in Japan decreased. However, sales of heat pump-type hot water heaters in Europe and room airconditioners in Asia remained strong, resulting in an increase in sales.

In the Energy Systems BD, sales of electrical equipment materials, mainly overseas, were strong, resulting in an increase in sales.

In the Kitchen Appliances BD, sales of refrigerators and cooking appliances in Japan decreased, but sales of refrigerators in China and microwave ovens in Northeast Asia were strong, resulting in an increase in sales.

In the Lighting BD, sales mainly for lighting parts in Japan increased, but overall sales decreased due to such reasons as the drop in sales of lighting equipment in China.

Operating profit for this segment was 113.6 billion yen. Although there was an increase in sales in China and Europe, impact from decrease in sales of domestic home appliances, soaring raw material prices, and an increase in transportation costs, resulted in a decrease in profit of 53.3 billion yen from a year ago.

b. Automotive

Sales increased by 5% to 1,067.1 billion yen from a year ago.

Automobile production has decreased this fiscal year compared to the forecast at the beginning of the fiscal year due to the resurgence of COVID-19 mainly in Southeast Asia, and the tight global supply of semiconductors and components, which all have had an impact on sales in this segment. However, in the first half of the fiscal year there was a recovery from the significant decrease in automobile production in the previous fiscal year, and due to the effects of foreign exchange, sales increased in both the Automotive Cockpit Systems Business and the Automotive Electronics Systems Business.

Operating profit for this segment was 1.3 billion yen. There were soaring prices due to the tight supply, etc. for semiconductors and other materials, and an increase in transportation costs as well. Furthermore, there also was an increase in fixed costs due to a rebound in corporate activities and other factors in this fiscal year compared to the first half of the previous fiscal year, in which corporate activities stagnated as a result of various factors including temporary factory shutdowns due to the spread of COVID-19. However, profit increased by 13.1 billion yen from a year ago due to cost reduction effects and the fact that there was one-time expenses in the previous fiscal year for the Automotive Electronics Systems Business.

c. Connect

Sales increased by 13% to 924.9 billion yen from a year ago.

In the current fiscal year, sales increased due to the mounting machines which were affected by boosted demand of personal computers and servers, and projectors, whose market was on a recovery trend, mainly in the United States and Europe.

Looking at the main BDs, in the Process Automation BD, demand for mounting machines increased due to strong capital investments related to servers and smartphones and strong investments related to electric vehicles, resulting in an increase in sales.

In the Mobile Solutions BD, demand for rugged PCs remained strong, especially in Europe, and demand for notebook PCs for domestic corporations also increased, but sales declined due to the problems in parts procurement due to the spread of COVID-19.

In the Media Entertainment BD, demand for remote cameras increased, and projectors in Europe and China remained strong, resulting in an increase in sales.

At Panasonic Avionics Corporation, there were effects from the delayed recovery in aviation demand and aircraft production, but with the recovery trend of the number of passenger flights, there was an increase in sales in the aircraft repair & maintenance service business, resulting in an overall increase in sales.

Operating profit for this segment was 51.7 billion yen. In addition to the increased sales profit of mounting machines and projectors, because the Company recognized a gain from the remeasurement of the previously-held equity interest in Blue Yonder upon its initial consolidation, profits increased by 71.7 billion yen from a year ago.

d. Industry

Sales increased by 15% to 1,131.4 billion yen from a year ago.

There were effects from the rising cost of raw materials and shortage of semiconductors in this fiscal year, but there was an increase in sales of industrial motors and relays, as well as information- and communicationinfrastructure and in-vehicle capacitors, which resulted in an increase in sales.

Looking at the main businesses, in the Control Devices and FA Solutions Business, in addition to increasing sales of industrial motors and FA sensors due to growing demand for capital investments, such as the booming semiconductor manufacturing equipment market and automation of production equipment, sales increased due to strong sales of relays, power supplies, module units, etc., centered on in-vehicle use.

In the Electronic Devices and Electronic Materials Business, sales increased because of increased sales in information- and communication-infrastructure such as servers and data centers and in-vehicle capacitors as well as substrate materials for in-vehicle and industrial use.

Other businesses such as semiconductors and LCD panels reported decreased sales, affected by the business transfer and business downsizing.

Operating profit for this segment was 83.2 billion yen. There were effects from the rising cost of raw materials and shortage of semiconductors in this fiscal year, but there was an increase in sales and profits with information- and communication-infrastructure, in-vehicle capacitors, industrial motors, power supplies, and relays, etc. We also promoted rationalization of productivity improvement etc., which resulted in an increase in profit of 42.5 billion yen from a year ago.

e. Energy

Sales increased by 27% to 764.4 billion yen from a year ago.

Sales increased in this fiscal year for in-vehicle batteries and power storage systems against the background of a strong global demand for electric vehicles and an expanding demand for IoT and social infrastructures.

Looking at the main businesses, in the In-vehicle Business, against the backdrop of tightening global environmental regulations, strong demand for electric vehicles drove sales of in-vehicle lithium-ion batteries. In addition, due to the recovery of demand from the effects of COVID-19 from the previous fiscal year, and start of operation of the new production line of our North American battery factory in August 2021, these resulted in a large increase in sales.

In our Industry and Consumer Business, in addition to sales of power storage systems for data center backup, sales of lithium-ion batteries for electric assisted bicycles and other power applications remained strong. There were increases in sales of dry batteries for priority markets such as South and Central America, etc., and lithium primary batteries for infrastructure and medical use, which resulted in an increase in sales.

Operating profit for this segment was 64.2 billion yen. Although there were impacts such as increased fixed costs and soaring raw material prices due to the increase in production, this was covered by increased sales and profits of in-vehicle batteries and power storage systems and efforts to rationalize materials, resulting in an increase of 30.7 billion yen from a year ago.

f. Other (Other businesses which are not included in the reportable segments)

Sales increased by 7% to 1,048.8 billion yen from a year ago due to steady sales of housing related products.

Operating profit increased by 98% to 17.7 billion yen from a year ago.

(4) Risks Materially Affecting Panasonic's Business, Operating Results and Financial Conditions

Refer to "2. Risk Factors."

(5) Financial Conditions and Liquidity

1) Liquidity and Capital Resources

The Panasonic Group's basic policy is to generate necessary funds for its business activities through its own efforts. The generated funds are utilized efficiently through internal Group finance operations. In cases when it becomes necessary to secure funds for purposes such as for working capital or business investments, corporate financing is secured from an external source by appropriate means after due consideration of the Group's financial standing and financial market conditions.

(Cash)

Cash and cash equivalents as of March 31,2022 were 1,205.9 billion yen, decreased by 387.3 billion yen compared with the end of the previous year.

In September 2021, when the Company acquired the additional 80% of the shares of Blue Yonder, the Group utilized reserved cash (approximately USD 3.5 billion) and procured the remaining amount by means of a bridge loan. Subsequently in October 2021, the Company issued 400 billion yen of yen-denominated unsecured hybrid bonds (Note) (subordinated bonds), and completed the repayment of the bridge loan. In addition, we redeemed yen-denominated unsecured straight bonds of 200 billion yen in September 2021 and 80 billion yen in March 2022. As a result, the balance of yen-denominated unsecured straight bonds was 600 billion yen, the balance of yen-denominated unsecured hybrid bonds (subordinated bonds) was 400 billion yen, and the balance of US dollar-denominated unsecured straight bonds was USD 2.5 billion as of Mar 31,2022.

Note: Hybrid bonds(subordinated bonds)：bonds with characteristics of both equity and debt, with characteristics similar to equity including optional deferral of interest payments, a particularly long payment period, and subordination in liquidation proceedings and bankruptcy proceedings.

(Interest bearing debt)

Interest-bearing debt increased to 1,897.3 billion yen as of March 31 2022 from 1,447.4 billion yen at the end of the previous year. This is due to the issuance of yen-denominated unsecured hybrid bonds and temporary borrowings from financial institutions despite the redemption of yen-denominated unsecured straight bonds.

Separate from the commitment line agreement (Note) described below, the Group has borrowed 300 billion yen from financial institutions when carrying out an absorption-type company split as part its transition to a holding company which took place on April 1, 2022. This borrowing was divided and succeeded as debt obligations by each company, and then repayment of the full amount was completed on April 1, 2022.

As the commitment line agreements (totaling 700.0 billion yen) which the Company entered into with several banks in June 2018 to prepare for financing risk in the unstable financial and economic environment expired, we renewed the agreements in June 2021 and concluded three-year commitment line agreements. The upper limit for unsecured borrowing based on the agreements is a total of 600.0 billion yen, but there is no borrowing under these agreements.

Note: Commitment line agreements：contracts made with financial institutions that enable financing subject to pre-agreed limits on the time period and the amount of borrowings.

(Ratings)

The Company has obtained credit ratings from Rating and Investment Information, Inc. (R&I), S& P Global Ratings Japan Inc. (S&P), and Moody's Japan K.K. (Moody's). The Company's credit ratings as of March 31, 2022 are as follows.

R&I: A (Long-term, Outlook: Stable), a-1 (Short-term)

S&P: A- (Long-term, Outlook: Stable), A-2 (Short-term)

Moody's: Baa1 (Long-term, Outlook: Stable)

2) Cash Flows

The Company recognizes the importance of increasing free cash flow by strengthening business profitability and developing businesses over the mid- to long-term. The Company also works simultaneously to create cash flows through continuous reductions of working capital, revisions of asset holdings and other measures.

Net cash provided by operating activities for fiscal 2022 was 252.6 billion yen and net cash used by investing activities was 796.1 billion yen. Free cash flow, the total of the two, deteriorated by 1,224.1 billion yen from the previous year to an outflow of 543.5 billion yen.

A detailed analysis of cash flows is as follows.

(Cash flows from operating activities)

Net cash provided by operating activities for the year ended March 31, 2022 amounted to 252.6 billion yen, compared with an inflow of 504.0 billion yen a year ago. This is due mainly to increased inventories and an increase in corporate income tax payments despite the increase in net income.

(Cash flows from investing activities)

Net cash used in investing activities amounted to 796.1 billion yen, compared with an inflow of 176.6 billion yen a year ago. This is due mainly to the payment related to making Blue Yonder a subsidiary and temporary receipts such as a proceed from transfer of assets in the previous fiscal year.

(Cash flows from financing activities)

Net cash provided by financial activities amounted to 58.9 billion yen, compared with an outflow of 177.7 billion yen a year ago. This is due mainly to having issued yen-denominated unsecured hybrid bonds in Japan , despite a repayment of interest-bearing debt of Blue Yonder.

Taking factors such as exchange fluctuations into consideration, cash and cash equivalents totaled 1,205.9 billion yen as of March 31, 2022, a decrease of 387.3 billion yen, compared with a year ago.

3) Capital Investment and Depreciations

The Panasonic Group makes capital investments based on a policy of steady investments primarily in key businesses for future growth. Capital investment in fiscal 2022 (tangible assets only) increased 6.1 billion yen to 237.1 billion yen from 231.0 billion yen a year ago. The main capital investments were in production facilities for home-use electric appliances, electrical construction materials, and other products in the Lifestyle segment, in production facilities for electronic components, control equipment, and other products in the Industry segment, in production facilities for lithium-ion batteries for automotive use (USA) and other products in the Energy segment, in production facilities for in-vehicle systems and other products in the Automotive segment, in production facilities for systems and other products related to the B2B solutions business in the Connect segment.

Depreciation (tangible assets only) increased 1.5 billion yen to 180.9 billion yen from 179.4 billion yen a year ago.

4) Assets, Liabilities and Equity

The Company's consolidated total assets as of March 31, 2022 were 8,023.6 billion yen, an increase of 1,176.5 billion yen from March 31, 2021. This was mainly due to the acquisition of Blue Yonder as a subsidiary and increased inventory.

The Company's consolidated total liabilities were 4676.4 billion yen, an increase of 597.8 billion yen from March 31, 2021. This is due mainly to yen-denominated unsecured hybrid bonds.

Panasonic Corporation stockholders' equity increased by 571.0 billion yen to 3,165.0 billion yen, compared with March 31, 2021. This is due mainly to Net profit attributable to Panasonic Corporation stockholders and Other comprehensive income. With non-controlling interests added to Panasonic Corporation stockholders' equity, total equity was 3,347.2 billion yen.

As a result, the ratio of Panasonic Corporation stockholders' equity was 39.4%, increasing from 37.9% on March 31, 2021.

4. Material Agreements, etc.

(1) Cross License Agreement

Party	Country	Contract description	Contract period
Koninklijke Philips Electronics N.V.	Netherlands	Cross license of patents relating to mobile phone and AV products	From March 2007 to the expiration of the patents under contracts

(2) Conclusion of Merger Agreement for Acquisition of the Shares of Blue Yonder Holdings, Inc. in the U.S. to make it a wholly-owned subsidiary

The Company resolved at the Board of the Directors meeting held on April 23, 2021 to additionally acquire 80% shares of Blue Yonder Holding, Inc. ("Blue Yonder"), a company under the equity method to make it a wholly-owned subsidiary (the "Transaction"). The final agreement to acquire the remaining shares of Blue Yonder was reached among the Company, Blue Yonder, Blackstone Group Inc. and New Mountain Capital, the substantial existing shareholders of Blue Yonder. The Company also reached a merger and acquisition agreement for the merger between Blue Yonder as the surviving company and a special purpose company (the "SPC") as the dissolving company the Company established on the same day (April 23,2021) in Delaware, the U.S. for the Transaction. The outline of Blue Yonder is as follows:

Corporate Name: Blue Yonder Holding Inc.

Business Description: Offers solutions for supply chain management, merchandizing, pricing and revenue management for manufacturers, retailers and logistics and consulting services to support adoption and maintenance

Stated Capital: USD 137 million (as of the end of March 2022)

Consolidated Net Asset: USD 2,480 million (as of the end of December 2021)

Consolidated Net Sales: USD 1,113 million (for the fiscal year ended December 2021) (The amounts mentioned above are based on USGAAP.)

The Transaction was to be conducted through the merger between the SPC and Blue Yonder, in which the Company and its U.S. subsidiary were to pay cash to the existing shareholders of Blue Yonder and the shares held by the existing shareholders were to be canceled. All the shares of the SPC owned by the Company and its U.S. subsidiary were to be converted into common shares of Blue Yonder, the surviving company.

In accordance with the above, the Company acquired 80% of the shares of Blue Yonder on September 16, 2021. Together with the 20% shares which the Company had acquired in July 2020, the Company acquired all the shares of Blue Yonder and made it a wholly-owned subsidiary. The aggregate acquisition cost to acquire all the shares was USD 7.90 billion.

(3) Conclusion of Syndicated Loan Agreement Regarding Making Blue Yonder a Wholly-owned Subsidiary

In September 2021, the Company reached a syndicated-loan agreement with banks for a bridge loan with respect to the acquisition to make Blue Yonder a wholly-owned subsidiary and borrowed 400.0 billion yen. The Company repaid the bridge loan with the funds raised from hybrid bonds (subordinated bonds) issued in October 2021.

(4) Conclusion of Absorption-type Company Split Agreements for Transition to a Holding Company System

The Company resolved at the Board of Directors meeting held on May 31,2021 to enter into absorption-type company split agreements with each of the wholly-owned eight split preparation companies of the Company (Panasonic Split Preparation Co., Ltd., Panasonic Automotive Systems Co., Ltd., Panasonic Entertainment & Communication Co., Ltd., Panasonic Housing Solutions Co., Ltd., Panasonic Industry Co., Ltd., Panasonic Energy Co., Ltd., Panasonic Operational Excellence Co., Ltd., Panasonic Sports Co., Ltd.) as well as Panasonic System Solutions Japan Co., Ltd.("PSSJ"), also a wholly-owned subsidiary of the Company, all of which was scheduled to take effect on April 1, 2022. (Hereinafter, all of these absorption-type company splits are collectively referred to as "the Company Splits," and all of the nine succeeding companies are collectively referred to as "the Succeeding Companies.")

The Company resolved at the Board of Directors meeting held on February 24, 2022 to make partial amendments to the "Assets and liabilities of the businesses to be split" in the company split agreement between the Company and PSSJ. A summary of the Absorption-type Company Splits is as follows:

1. Background and Purpose of the Company Splits

The Succeeding Companies, divided with the Company Splits for the transition to a holding company system thoroughly implement autonomous management based on clearly defined responsibility and authority. As a result, each of them works to significantly enhance its business competitiveness through swift decisionmaking in response to changes in the external environment and flexibly develop systems in accordance with business characteristics.

As Panasonic Holdings Corporation, a holding company, the Company continues to support the business growth of each succeeding company and define growth areas from the perspective of optimizing the Panasonic Group as a whole, thereby striving to enhance the corporate value of the entire group.

2. Summary of the Company Splits

(i) Effective Date of the Company Splits: April 1, 2022

(ii) Method of the Company Splits： The Company Splits shall be absorption-type company splits in which the Company shall be the splitting company and each of the Succeeding Companies shall be the succeeding company.

(iii) Allotment of shares in relation to the Company Splits

Upon the Company Splits, each of the Succeeding Companies shall issue one share of common stock, all of which shall be allocated to the Company.

(iv) Assets and liabilities to be transferred to the Succeeding Companies (As of March 31, 2022)

(a) Panasonic Split Preparation Co., Ltd.

Assets: 506.9 billion yen Liabilities: 506.3 billion yen

(b) Panasonic Automotive Systems Co., Ltd.

Assets: 219.3 billion yen Liabilities: 218.7 billion yen

(c) Panasonic Entertainment & Communication Co., Ltd.

Assets: 47.0 billion yen Liabilities: 46.4 billion yen

(d) Panasonic Housing Solutions Co., Ltd.

Assets: 65.2 billion yen Liabilities: 64.7 billion yen

(e) Panasonic System Solutions Japan Co., Ltd.

Assets: 639.8 billion yen Liabilities: 170.3 billion yen

(f) Panasonic Industry Co., Ltd.

Assets: 197.4 billion yen Liabilities: 197.3 billion yen

(g) Panasonic Energy Co., Ltd.

Assets: 67.3 billion yen Liabilities: 66.8 billion yen

(h) Panasonic Operational Excellence Co., Ltd.

Assets: 386.1 billion yen Liabilities: 383.8 billion yen

(i) Panasonic Sports Co., Ltd.

Assets: 0.3 billion yen Liabilities: 0.2 billion yen

(v) The Outline of the Succeeding Companies.

(a) Corporate Name: Panasonic Split Preparation Co., Ltd.

(The corporate name was changed to "Panasonic Corporation" as of April 1, 2022.)

Stated Capital: 0.5 million yen (As of March 31, 2022)

Business description: There was no business actively before the Company Splits.

(b) Corporate Name: Panasonic Automotive Systems Co., Ltd.

Stated Capital: 0.5 million yen (As of March 31, 2022)

Business description: There was no business actively before the Company Splits.

(c) Corporate Name: Panasonic Entertainment & Communication Co., Ltd.

Stated Capital: 0.5 million yen (As of March 31, 2022)

Business description: There was no business actively before the Company Splits.

(d) Corporate Name: Panasonic Housing Solutions Co., Ltd.

Stated Capital: 0.5 million yen (As of March 31, 2022)

Business description: There was no business actively before the Company Splits.

(e) Corporate Name: Panasonic System Solutions Japan Co., Ltd.

(The corporate name was changed to "Panasonic Connect Co., Ltd." as of April 1, 2022.)

Stated Capital: 350 million yen (As of March 31, 2022)

Business description: System solutions including development, consulting, sales, integration, introduction, construction, maintenance, operation service, cloud service, rental, etc.

(f) Corporate Name: Panasonic Industry Co., Ltd.

Stated Capital: 0.5 million yen (As of March 31, 2022)

Business description: There was no business actively before the Company Splits.

(g) Corporate Name: Panasonic Energy Co., Ltd.

Stated Capital: 0.5 million yen (As of March 31, 2022)

Business description: There was no business actively before the Company Splits.

(h) Corporate Name: Panasonic Operational Excellence Co., Ltd.

Stated Capital: 10 million yen (As of March 31, 2022)

Business description: Business of professional business supports

(i) Corporate Name: Panasonic Sports Co., Ltd.

Stated Capital: 0.5 million yen (As of March 31, 2022)

Business description: There was no business actively before the Company Splits.

In accordance with the above, the Company conducted the Company Splits on April 1, 2022.

5. Research and Development

The Panasonic Group concentrated on development of new technologies and new products to underpin its future based on the growth strategies. In addition, we also actively engaged in technical development aimed at the sustainable advancement of individual lives and society, and at well-being both in mind and body.

R&D expenditures totaled 419.8 billion yen in fiscal 2022, including 130.9 billion yen for Lifestyle, 101.2 billion yen for Automotive, 86.4 billion yen for Connect, 56.5 billion yen for Industry, and 19.1 billion yen for Energy.

Key development initiatives and achievement during fiscal 2022 were as follows:

(1) Development of the "H2 KIBOU" 5 kW hydrogen fuel cell generator, which achieves the industry's highest generating efficiency of 56% (Note 1)

We have developed the compact "H2 KIBOU" hydrogen fuel cell generator with an output of 5 kW and a generating efficiency of 56%-the highest level in the industry. It generates electricity directly from hydrogen and emits no CO ₂. This product is based on previously developed Panasonic technologies and knowledge, including the stack (key fuel cell device) and other components that are shared with ENE-FARM. We also developed and installed technology for controlling multiple connected generators, making it possible to scale-out (Note 2) output to meet power demand, and allowing installation on rooftops and in other small spaces. At the Kusatsu site, we are also engaged in a demonstration of the RE100 Solution, which uses private power generation combining hydrogen fuel cell generators and photovoltaic modules to supply 100% renewable energy for the power that is consumed in the site's business activities.

In the future, we will contribute to the creation of a zero-carbon society by proposing new options aimed at expanding the full-scale use of hydrogen as a source of renewable energy.

(2) Development of the "4680" new high-capacity lithium-ion battery for automotive use

Making use of the battery technologies and manufacturing expertise that we have developed over many years, Panasonic has accelerated its technical development utilizing informatics (Note 3) in electrodes, electrolytes, and production processes, and has successfully developed the "4680" lithium-ion battery cell for automotive use. This cell features an energy capacity that is five times that of the previous "2170" cell. This will allow us to further improve our strengths in the areas of high quality and advanced safety. We will install production facilities at our Wakayama Factory, aiming for far-reaching improvements in productivity that will achieve industryleading cost performance.

Panasonic currently produces approximately 50 GWh per year of cylindrical cells for automotive use, equivalent to an annual reduction in CO ₂ emissions of 8 million tons. Working on the worldwide movement on greenhouse gas reduction, the Panasonic Group will continue to help global warming prevention by developing lithium-ion batteries, a key device of electric vehicles.

(3) Development of the nanoe™ X, generating 100 times more OH radicals than the conventional nanoe™

We have made further advancements to our original nanoe™ device, which now features a "round-leader discharge" system that discharges electricity in a circular pattern that greatly increases the area for generating OH radicals. This system was newly developed by collaboration between Panasonic and academia. We have developed the nanoe™ X device, which generates 100 times more OH radicals than the conventional nanoe™. It delivers a significant increase in the speed of controlling allergens such as pollen, dead mites, and mite droppings, as well as deodorizing.

Recently, people have become more conscious of the indoor air environment as they cope with lifestyle changes and spending more time indoors, with an increasing number of people staying home and telecommuting. Under these circumstances, Panasonic has continued to make advances to its original air purification technologies including nanoe™ X and the Ziaino sodium hypochlorite air purifier/sterilizer in order to provide clean and comfortable spaces in a wide range of situations for everyday living and society.

(4) Development of the MEGTRON 8 multi-layer circuit board material featuring low transmission loss for highspeed communication networking equipment

Panasonic has developed the MEGTRON 8 multi-layer circuit board material that achieves the industry's lowest level of transmission loss (approximately 30% improvement compared to conventional materials). This product is based on our proprietary resin design and material compounding technologies that deliver the reduced transmission loss and reliability needed by multi-layer circuit board materials, and also integrate ultra-low dielectric dissipation factor glass cloth and low-profile copper foil (Note 4). These materials contribute to improving the capacity and speed of data communications, and the lower transmission loss also reduces power consumption.

With rapidly growing needs for higher speeds and frequencies in 5G and other communication networks, Panasonic will continue accelerating the advancement of electronic circuit boards, components, and other material and device technologies.

Notes 1. As of October 2021, investigation by Panasonic Corporation

2. Scale-out: Improving overall system performance through the use of parallel and dispersed processing 3. Informatics: A method of information analysis utilizing computational science and statistics

4. Low-profile copper foil: Copper foil with extremely low surface roughness that can reduce transmission loss

Ⅲ Property, Plants and Equipment

1. Summary of Capital Investment

Capital investment for the year ended March 31, 2022 is shown in the table below.

Segment	Amount	Change from last fiscal year (%)	Main purpose of investment
	(Billions of yen)
Lifestyle	77.0	- 29.1	Production of new products and streamlining of electric appliances for home use, electrical construction materials, showcases, and commercial refrigerators, etc.
Automotive	27.3	+ 55.1	Production of new products and streamlining of automotive cockpit systems and automotive electronics systems, etc.
Connect	17.0	+ 24.1	Production of new products and streamlining of B2B solutions business related equipment, etc.
Industry	56.9	+ 38.8	Production of new products, an increase in production capacity, and streamlining of electronic components, etc.
Energy	36.1	+ 26.7	Production of new products, an increase in capacity, and streamlining of primary and rechargeable batteries, etc.
Reportable segment total	214.3	+ 2.3	─
Other & Corporate	22.8	+ 5.6	Production of new products and streamlining of electric appliances for video and AV equipment and building materials, and capital investment by head office etc.
Total	237.1	+ 2.6	─

(Notes)

1. With the reorganization of the group operating structure that took effect on October 1, 2021, the segment composition was realigned to the new reportable segments listed above. In calculating the percentage of change from the last fiscal year, the prior year's amount has been revised to conform to the presentation for fiscal 2022.

2. "Other & Corporate" includes capital investments recorded in the "Other" businesses, which are not included in the reportable segments, such as Entertainment & Communication business and Housing business, and "Corporate" divisions.

3. Amounts show investment in "Property, plant and equipment."

2. Major Property, Plants and Equipment

(1) Panasonic Corporation

(As of March 31, 2022)

			Book value (Millions of yen)
Facility (Location)	Segment	Details of major facilities and equipment	Buildings	Machinery and equipment	Land	Lease assets
					(Area in thousands of m ² )
Kusatsu Plant (Kusatsu-shi, Shiga)	Lifestyle	Manufacturing facilities for air conditioners and refrigerators, etc.	14,864	9,064	5,941	475
					(564)
Hikone Plant (Hikone-shi, Shiga)	lifestyle	Manufacturing facilities for personal-care equipment and healthcare equipment	3,440	3,810	1,323	50
					(89)
					[5]
Kobe Plant (Nishi-ku, Kobe-shi)	Lifestyle, Connect	Manufacturing facilities for cooking Lifestyle and information equipment	1,859	1,822	4,924	6
					(185)
Nara Plant (Yamatokoriyama-shi, Nara)	Lifestyle	Manufacturing facilities for meter devices	1,749	2,400	218	21
					(128)
Niigata Plant (Tsubame-shi, Niigata)	Lifestyle	Manufacturing facilities for lighting fixture	1,493	2,454	2,035	－
					(143)
Tsu Plant (Tsu-shi, Mie)	Lifestyle, Industry	Manufacturing facilities for wiring devices and security equipment	2,912	2,866	2,088	－
					(91)
					[9]
Ritto Plant (Ritto-shi, Shiga)	Other	Manufacturing facilities for rain gutters	1,931	1,271	1,429	－
					(54)
Kadoma Plant (Kadoma-shi, Osaka, etc.)	Lifestyle, Connect, Other	Manufacturing facilities for video and audio equipment	8,069	2,854	77	42
					(215)
					[147]
Saedo Plant (Tsuzuki-ku, Yokohama-shi)	Connect, Automotive	Manufacturing facilities for car equipment, other facilities	6,761	9,375	12,530	219
					(122)
Yamagata Plant (Tendo-shi, Yamagata)	Lifestyle	Manufacturing facilities for lens	751	3,009	735	501
					(85)
Shizuoka Plant (Fukuroi-shi, Shizuoka)	Lifestyle	Manufacturing facilities for washing machine	951	2,673	430	2
					(66)
Ise Plant (Watarai-gun, Mie)	Industry	Manufacturing facilities for automation controls	2,477	3,724	546	15
					(150)
Tsuyama Plant (Tsuyama-shi, Okayama)	Automotive, Industry	Manufacturing facilities for input devices	1,671	3,316	78	－
					(56)
					[8]
Uji Plant (Uji-shi, Kyoto)	Industry	Manufacturing facilities for capacitors	1,844	4,703	359	53
					(50)
Yamaguchi Plant (Yamaguchi-shi, Yamaguchi)	Industry	Manufacturing facilities for capacitors	725	4,394	519	2
					(48)
Osaka Plant (Moriguchi-shi, Osaka, etc.)	Energy	Manufacturing facilities for batteries	4,643	4,116	1,575	1
					(107)
					[3]
Suminoe Plant (Suminoe-ku, Osaka-shi)	Energy	Manufacturing facilities for batteries	8,376	1,128	(116)	79
					[116]
Yokkaichi Plant (Yokkaichi-shi, Mie)	Industry	Manufacturing facilities for electronic materials	3,343	4,158	4,196	－
					(209)
Koriyama Plant (Koriyama-shi, Fukushima)	Industry	Manufacturing facilities for electronic materials	2,400	6,247	1,284	－
					(159)
Hokkaido Plant (Chitose-shi, Hokkaido)	Industry	Manufacturing facilities for thermal management solutions devices	1,395	2,658	117	－
					(100)
Fukuoka Office (Hakata-ku, Fukuoka-shi)	Lifestyle, Connect, Other	Other facilities	367	325	7,758	－
					(54)
					[4]
Technology Innovation Division Keihanna Area	Corporate, etc.	R&D facilities	1,869	21	3,706	－
(Soraku-gun, Kyoto)					(53)
Manufacturing Innovation Division, etc.	Corporate, etc.	R&D facilities	5,202	2,397	905	124
(Kadoma-shi, Osaka, etc.)					(124)
Branch Office and Sales Office (Minato-ku, Tokyo, etc.)	Lifestyle, Connect, Automotive, Industry	Equipment for sales and marketing	4,329	703	1,151	1
					(59)
					[43]
Management department of Electric Works Company (Moriguchi-shi, Osaka, etc.)	Lifestyle	Other facilities	26,866	3,867	45,029	－
					(262)
					[60]
Management department of Industry Company, etc.	Industry	Other facilities	2,082	1,659	907	29
(Kadoma-shi, Osaka, etc.)					(78)
Head Office, etc. (Kadoma-shi, Osaka, etc.)	Corporate, etc.	Head office, employee housing and welfare facilities, etc.	16,133	3,858	12,401	92
					(527)
					[27]

	Book value (Millions of yen)
Facility (Location)	Others	Total	Number of employees
Kusatsu Plant (Kusatsu-shi, Shiga)	2,825	33,169	4,554
Hikone Plant (Hikone-shi, Shiga)	65	8,688	1,020
Kobe Plant (Nishi-ku, Kobe-shi)	383	8,994	623
Nara Plant (Yamatokoriyama-shi, Nara)	452	4,840	336
Niigata Plant (Tsubame-shi, Niigata)	4	5,986	589
Tsu Plant (Tsu-shi, Mie)	273	8,139	1,475
Ritto Plant (Ritto-shi, Shiga)	279	4,910	192
Kadoma Plant (Kadoma-shi, Osaka, etc.)	94	11,136	4,977
Saedo Plant (Tsuzuki-ku, Yokohama-shi)	1,305	30,190	3,335
Yamagata Plant (Tendo-shi, Yamagata)	80	5,076	468
Shizuoka Plant (Fukuroi-shi, Shizuoka)	279	4,335	233
Ise Plant (Watarai-gun, Mie)	707	7,469	1,239
Tsuyama Plant (Tsuyama-shi, Okayama)	429	5,494	563
Uji Plant (Uji-shi, Kyoto)	622	7,581	690
Yamaguchi Plant (Yamaguchi-shi, Yamaguchi)	1,368	7,008	309
Osaka Plant (Moriguchi-shi, Osaka, etc.)	1,336	11,671	1,265
Suminoe Plant (Suminoe-ku, Osaka-shi)	72	9,655	1,056
Yokkaichi Plant (Yokkaichi-shi, Mie)	203	11,900	441
Koriyama Plant (Koriyama-shi, Fukushima)	103	10,034	519
Hokkaido Plant (Chitose-shi, Hokkaido)	257	4,427	319
Fukuoka Office (Hakata-ku, Fukuoka-shi)	29	8,479	1,065
Technology Innovation Division Keihanna Area (Soraku-gun, Kyoto)	－	5,596	36
Manufacturing Innovation Division, etc. (Kadoma-shi, Osaka, etc.)	18	8,646	1,703
Branch Office and Sales Office (Minato-ku, Tokyo, etc.)	5	6,189	4,752
Management department of Electric Works Company (Moriguchi-shi, Osaka, etc.)	7	75,769	1,868
Management department of Industry Company, etc. (Kadoma-shi, Osaka, etc.)	185	4,862	4,265
Head Office, etc. (Kadoma-shi, Osaka, etc.)	2,832	35,316	2,334

(2) Domestic subsidiaries

(As of March 31, 2022)

				Book value (Millions of yen)
Company	Facility (Location)	Segment	Details of major facilities and equipment	Buildings	Machinery and equipment	Land
						(Area in thousands of m ² )
SANYO Electric Co., Ltd.	Tokyo plant (Ora-gun, Gunma, etc.)	Lifestyle	Manufacturing facilities for industrial equipment, etc.	9,195	1,115	710
						(870)
	Tokushima plant (Matsushige-cho, Tokushima)	Energy	Manufacturing facilities for rechargeable batteries	6,426	2,888	1,770
						(177)
	Suminoe plant (Suminoe-ku, Osaka-shi,)	Energy	Manufacturing facilities for rechargeable batteries	117	6,836	－
Panasonic Ecology Systems Co., Ltd.	(Kasugai-shi, Aichi)	Lifestyle	Manufacturing facilities for equipment relates to ecology system business	3,701	2,074	3,454
						(186)
KMEW Co., Ltd.	(Chuo-ku, Osaka-shi)	Other	Manufacture facilities of exterior building, etc.	1,995	16,222	(308)
						[308]
Panasonic System Solutions Japan Co., Ltd.	(Hakata-ku, Fukuoka-shi, etc.)	Connect	Manufacturing facilities for information communication equipment, etc.	4,283	1,029	1,907
						(185)
						[50]
Panasonic Smart Factory Solutions Co., Ltd.	(Kadoma-shi, Osaka, etc.)	Connect	Manufacturing facilities for mounter, etc.	3,889	5,048	541
						(108)

	Book value (Millions of yen)
Company	Others	Total	Number of employees
SANYO Electric Co., Ltd.	174	11,194	4
			<920>
	698	11,782	484
	669	7,622	675
Panasonic Ecology Systems Co., Ltd.	1,664	10,893	981
KMEW Co., Ltd.	5,622	23,839	1,789
Panasonic System Solutions Japan Co., Ltd.	11,134	18,353	4,357
			<2,208>
Panasonic Smart Factory Solutions Co., Ltd.	867	10,345	1,698

(3) Overseas subsidiaries

(As of March 31, 2022)

			Book value (Millions of yen)
Company (Location)	Segment	Details of major facilities and equipment	Buildings	Machinery and equipment	Land (Area in thousands of m ² )	Others
Panasonic Corporation of North	Lifestyle, Automotive, Connect, Industry, Energy, Corporate	Manufacturing and sales facilities for various electric and electronic products	4,765	12,113	2,426	16,056
America					(161)
(New Jersey, U.S.A.)
Panasonic Avionics Corporation (California, U.S.A.)	Connect	Manufacturing facilities for aircraft-in-flight entertainment systems	2,883	6,514	(7)	18,179
Hussmann Corporation (Missouri, U.S.A.)	Lifestyle	Manufacture facilities of commercial-use refrigerated and freezer showcases	4,359	4,665	1,667	5,398
					(624)
Blue Yonder Holding, Inc. (Arizona, U.S.A.)	Connect	Development and sales facilities for software services	1,068	5,663	－	4,958
Panasonic do Brasil Limitada (Amazonas, Brazil)	Lifestyle, Automotive, Energy	Manufacturing and sales facilities for various electric and electronic products	1,863	3,298	350	1,405
					(540)
Ficosa International S.A. (Barcelona, Spain)	Automotive	Manufacture facilities of automotive components such as electric mirrors	7,416	13,526	5,151	8,030
					(1,061)
					[27]
Panasonic Lifestyle AirConditioning (Guangzhou) Co., Ltd.	Lifestyle	Manufacturing facilities of air-conditioner	1,716	6,853	(126)	461
(Guangzhou, China)
Panasonic Wanbao Lifestyle Compressor (Guangzhou) Co., Ltd.	Lifestyle	Manufacturing facilities of compressor	1,397	9,985	(131)	153
(Guangzhou, China)

	Book value (Millions of yen)
Company (Location)	Total	Number of employees
Panasonic Corporation of North America (New Jersey, U.S.A.)	35,360	14,342
Panasonic Avionics Corporation (California, U.S.A.)	27,576	2,820
Hussmann Corporation (Missouri, U.S.A.)	16,089	6,790
Blue Yonder Holding, Inc. (Arizona, U.S.A.)	11,689	5,685
Panasonic do Brasil Limitada (Amazonas, Brazil)	6,916	2,210
Ficosa International S.A. (Barcelona, Spain)	34,123	6,899
Panasonic Lifestyle AirConditioning (Guangzhou) Co., Ltd. (Guangzhou, China)	9,030	1,682
Panasonic Wanbao Lifestyle Compressor (Guangzhou) Co., Ltd. (Guangzhou, China)	11,535	2,064

(Notes)

1. Some plants or offices are rented to affiliated companies. Regarding rented plants and offices to affiliated companies, the number of employees of the company, which rents the related plants or offices, are shown with parenthesis notation of <> in the "Number of employees" column.

2. Parenthesis notation of [ ] in the "Land" column shows the size of land rented from a party other than consolidated companies.

3. In addition to the above, the Company accounted for some machinery, etc. as finance leases as a lessor.

4. The Company includes the book value of right-of-use asset in "Others" except '(1) Panasonic Corporation'.

3. Plans for Capital Investment, Disposals of Property, Plants and Equipment, etc.

The planned capital investment for the fiscal year ending March 31, 2023 will be 345.0 billion yen, an increase of 46% compared with the actual capital investment for the previous fiscal year, and a breakdown by segment is as follows.

Segment	Amount planned for fiscal 2023 (Billions of yen)	Main purpose of investment	Capital source
Lifestyle	107.0	Production of new products and streamlining of electric appliances for home use, electrical construction materials, showcases, and commercial refrigerators etc.	Own capital, etc.
Automotive	28.0	Production of new products and streamlining of automotive cockpit systems and automotive electronics systems, etc.	Own capital, etc.
Connect	20.0	Production of new products and streamlining of B2B solutions business related equipment, etc.	Own capital, etc.
Industry	59.0	Production of new products, an increase in production capacity, and streamlining of electronic components, etc.	Own capital, etc.
Energy	97.0	Production of new products, an increase in production capacity, and streamlining of primary and rechargeable batteries, etc.	Own capital, etc.
Reportable Segment Total	311.0	─	─
Other & Corporate	34.0	Production of new products and streamlining of electric appliances for video and AV equipment and building materials, and capital investment by head office etc.	Own capital, etc.
Total	345.0	─	─

(Notes)

1. "Other & Corporate" includes capital investments recorded in the "Other" businesses, which are not included in the reportable segments, such as Entertainment & Communication business and Housing business, and "Corporate" divisions.

2. There is no plan of other material disposals or sales of principal facilities, with the exception of disposing and selling facilities due to routine upgrading.

3. Amount shows investment in "Property, plant and equipment."

IV Information on the Company

1. Information on the Company's Stock, etc.

(1) Total number of shares, etc.

1) Total number of shares

Class	Total number of shares authorized to be issued (shares)
Common stock	4,950,000,000
Total	4,950,000,000

2) Issued shares

Class	Number of shares issued as of the end of fiscal year (shares) (March 31, 2022)	Number of shares issued as of the filling date (shares) (June 24, 2022)	Stock exchange on which the Company is listed	Description
Common stock	2,453,866,297	2,453,866,297	Tokyo stock exchange the first section(as of the end of fiscal year) Prime Market(as of the filling date)	The number of shares per one unit of shares is 100 shares.
			Nagoya stock exchange the first section(as of the end of fiscal year)
			Premier Market(as of the filling date)
Total	2,453,866,297	2,453,866,297	－	－

(2) Information on the stock acquisition rights, etc.

1) Details of stock option plans

Resolution date of the Board of Directors	July 31, 2014	July 29, 2015
Category and number of persons granted	Directors of the Company (excluding Outside Directors) : 13 Executive Officers and certain other officers (excluding Directors who concurrently serve as Executive officers) :14	Directors of the Company (excluding Outside Directors) : 13
		Executive Officers and certain other officers (excluding Directors who concurrently serve as
		Executive officers) : 17
Number of stock acquisition rights Note 6	717	770
	[699]
Class, details and number of shares to be acquired upon exercise of stock acquisition rights Note 6	Common stock of Panasonic 71,700 shares [69,900 shares] Note 1	Common stock of Panasonic 77,000 shares Note 1
Subscription amount to be paid upon exercise of stock acquisition	One (1) yen	One (1) yen
Exercise period of stock acquisition rights	From August 23, 2014 to August 22, 2044	From August 21, 2015 to August 20, 2045
Issue price for shares issued through the exercise of the stock acquisition rights and the amount capitalized as common stock	Issue price : 1,055 yen Note 2	Issue price : 1,125 yen Note 2
	Amount capitalized as common stock	Amount capitalized as common stock
	Note 3	Note 3
Conditions for exercise of stock acquisition rights	Note 4
Matters regarding transfer of stock acquisition rights	The stock acquisition rights cannot be acquired through transfer, unless such acquisition is expressly approved by a resolution of the Board of Directors.
Matters regarding grant of stock acquisition rights accompanying reorganization	Note 5

(Notes)

1. The number of shares to be acquired upon exercise of each stock acquisition right (the "Number of Shares Acquired") shall be 100 shares (1 unit:100 shares); provided, however, that in the case that Panasonic conducts a share split (including an allotment without consideration (musho-wariate) of shares of common stock of Panasonic; the same shall apply to all references to the share split herein) or share consolidation on and after the date on which the stock acquisition rights shall be allotted, the Number of Shares Acquired shall be adjusted in accordance with the following formula, rounding down any fraction of less than one (1) share resulting from such adjustment.

Number of Shares Acquired after adjustment = Number of Shares Acquired before adjustment x Ratio of share split or share consolidation

The Number of Shares Acquired after adjustment shall become effective, in the case of a share split, on and after the day immediately following the record date of the relevant share split (if the record date is not set forth, on and after its effective date) or, in the case of a share consolidation, on and after its effective date; provided, however, that, in the event that a share split is conducted on the condition that a proposal to increase the capital or reserves by reducing the amount of surplus is approved at a general meeting of shareholders and that the record date for such share split is prior to the date of closing of such general meeting of shareholders, the Number of Shares Acquired after adjustment shall be applicable retroactively from the day immediately following the relevant record date, on and after the day immediately following the date of closing of the relevant general meeting of shareholders.

In addition to the above, in any event that makes it necessary to adjust the Number of Shares Acquired, including a merger and company split, Panasonic may make appropriate adjustment to the Number of Shares Acquired within a reasonable range.

When the Number of Shares Acquired is adjusted, Panasonic shall give notice of necessary matters to each holder of the stock acquisition rights registered in the register of stock acquisition rights (the "Holder") or give public notice thereof, no later than the day immediately preceding the date on which the Number of Shares Acquired after adjustment shall become effective; provided, however, that, if Panasonic is unable to give such notice or public notice no later than the day immediately preceding such applicable date, Panasonic shall thereafter promptly give such notice or public notice.

2. Issue price is the total of the fair value of the stock acquisition rights in allotment date and the subscription amount to be paid upon exercise of stock acquisition (one (1) yen per share).

3. The amount of capital to be increased due to the issuance of shares upon exercise of the stock acquisition rights shall be a half of the maximum amount of capital Increase, etc. which is calculated in accordance with Article 17, Paragraph 1 of the Ordinance on Company Accounting, and any fraction less than one (1) yen arising therefrom shall be rounded up to the nearest one (1) yen.

4.(i) During the period when the stock acquisition rights may be exercised, the Holder may exercise the stock acquisition rights on and after the day immediately following the date on which such Holder loses the status of Director, Executive Officer, Audit & Supervisory Board Member or any status equivalent thereto, of Panasonic.

(ii) Notwithstanding (i) above, the Holder may exercise the stock acquisition rights within the respective periods prescribed below if either (a) or (b) below occurs (provided that the case mentioned in (b) below excludes where the allotment of stock acquisition rights by the reorganized company to the Holder in accordance with "Matters regarding grant of stock acquisition rights accompanying reorganization" above is stipulated in a merger agreement, a share exchange agreement, or a share transfer plan):

(a) If the Status Losing Date does not occur on or before the date that is one year prior to the expiration date of "Exercise period of stock acquisition rights":

From the next day of the date that is one year prior to the expiration date of "Exercise period of stock acquisition rights" to expiration date of "Exercise period of stock acquisition rights"

(b) If proposal for approval of a merger agreement under which Panasonic shall become a dissolving company or proposal for approval of a share exchange agreement or share transfer plan under which Panasonic shall become a wholly-owned subsidiary is approved at a general meeting of shareholders (or, if a resolution of a general meeting of shareholders is not required, is approved by a resolution of the Board of Directors):

During a 15 day-period commencing from the day immediately following the date (inclusive) when the proposal is approved.

(iii) (i) and (ii) (a) above shall not be applicable to those who have succeeded to the stock acquisition rights by inheritance.

(iv) If the Holder waives the stock acquisition rights, the relevant stock acquisition rights may not be exercised thereafter.

5. If Panasonic conducts a merger (limited to the case where Panasonic is dissolved due to the merger), an absorption-type or incorporation-type company split (both, limited to the case where Panasonic is split), or a share exchange or transfer (both, limited to the case where Panasonic becomes a wholly-owned subsidiary) (collectively, the "Structural Reorganization"), Panasonic shall, in each of the above cases, allot stock acquisition rights of any of the relevant companies listed in "a" through "e" of Article 236, Paragraph 1, Item 8 of the Companies Act (the "Reorganized Company") to the Holders holding the stock acquisition rights remaining at the time immediately preceding the effective date of the relevant Structural Reorganization (the "Remaining Stock Acquisition Rights") (the effective date of the relevant Structural Reorganization shall mean, in the case of a merger, the date on which the merger becomes effective; in the case of a consolidation, the date of establishment of a newly-incorporated company through consolidation; in the case of an absorption-type company split, the date on which such absorption type company split becomes effective; in the case of an incorporation-type company split, the date of establishment of a newly-incorporated company through such incorporation-type company split; in the case of a share exchange, the date on which the share exchange becomes effective; and in the case of a share transfer, the date of establishment of a wholly-owning parent company through the share transfer; hereinafter the same shall apply). In this case, the Remaining Stock Acquisition Rights shall be extinguished and the Reorganized Company shall issue new stock acquisition rights; provided, however, that the foregoing shall be on the condition that transfer of such stock acquisition rights by the Reorganized Company in accordance with each of the following items is stipulated in a merger agreement, a consolidation agreement, an absorption-type company split agreement, an incorporation-type company split plan, a share exchange agreement or a share transfer plan.

(i) Number of stock acquisition rights of the Reorganized Company to be allotted:

A number equal to the number of the Remaining Stock Acquisition Rights held by the Holder shall be transferred to such Holder.

(ii) Class of shares of the Reorganized Company to be acquired upon exercise of stock acquisition rights: Common stock of the Reorganized Company.

(iii) Number of shares of the Reorganized Company to be acquired upon exercise of stock acquisition rights: To be determined in accordance with "Numbers of shares to be acquired upon exercise of stock acquisition rights" above, taking into consideration, among others, the conditions of Structural Reorganization.

(iv) Value of assets to be contributed upon exercise of each stock acquisition right:

The value of assets to be contributed upon exercise of each stock acquisition right to be allotted shall be the amount obtained by multiplying (x) the exercise price after reorganization set forth below by (y) the number of shares of the Reorganized Company to be acquired upon exercise of the relevant stock acquisition rights as determined in accordance with (iii) above. The "exercise price after reorganization" shall be one (1) yen per share of the Reorganized Company to be acquired upon exercise of each of its stock acquisition rights.

(v) Exercise period of stock acquisition rights:

From and including whichever is the later of (x) the commencement date of the period during which the stock acquisition rights may be exercised as provided for in "Exercise period of stock acquisition rights" above or (y) the effective date of the Structural Reorganization, to and including the expiration date of the period during which the stock acquisition rights may be exercised as provided for in "Exercise period of stock acquisition rights" above.

(vi) Matters concerning capital and capital reserve to be increased due to issuance of shares upon exercise of stock acquisition rights:

To be determined in accordance with "Issue price for shares issued through the exercise of the stock acquisition rights and the amount capitalized as common stock" above.

(vii) Restrictions on acquisition of stock acquisition rights by transfer:

The stock acquisition rights cannot be acquired through transfer, unless such acquisition is expressly approved by a resolution of the Board of Directors of the Reorganized Company.

(viii) Provisions concerning acquisition of stock acquisition rights:

If any of the proposals set forth in (a), (b), (c), (d) and (e) below is approved at a general meeting of shareholders of Panasonic (or, if a resolution of a general meeting of shareholders is not required, is approved by a resolution of the Board of Directors of Panasonic), Panasonic may acquire the stock acquisition rights without consideration on the date to be separately determined by the Board of Directors: (a) Proposal for approval of a merger agreement under which Panasonic shall become a dissolving company;

(b) Proposal for approval of split agreement or split plan under which Panasonic shall be split;

(c) Proposal for approval of a share exchange agreement or share transfer plan under which Panasonic shall become a wholly-owned subsidiary;

(d) Proposal for approval of an amendment to the Articles of Incorporation in order to establish the provision that an acquisition by way of transfer of any shares issued or to be issued by Panasonic shall require the approval of Panasonic; and

(e) Proposal for approval of an amendment to the Articles of Incorporation in order to establish the provision that an acquisition by way of transfer of a class of shares to be acquired upon exercise of the stock acquisition rights shall require the approval of Panasonic or that Panasonic may acquire all of such class of shares upon a resolution of a general meeting of shareholders.

(ix) Conditions for exercise of stock acquisition rights:

To be determined in accordance with "Conditions for exercise of stock acquisition rights" above.

6. The contents are described as of the end of fiscal 2022 (March 31, 2022). The items which changed during the period from the end of fiscal 2022 to the end of the month previous to the filing (May 31, 2022), the contents described in [ ] as of the end of the month previous to the filing. No other contents changed from the end of fiscal 2022.

Resolution date of the Board of Directors	July 29, 2016
Category and number of persons granted	Directors of the Company (excluding Outside Directors) : 13
	Executive Officers and certain other officers (excluding
	Directors who concurrently serve as Executive officers) : 23
	Former Directors of the Company and Former Executive Officers and certain other officers : 2
Number of stock acquisition rights Note 6	1,778
Class, details and number of shares to be acquired upon exercise of stock acquisition rights	Common stock of Panasonic 177,800 shares Note 1
Note 6
Subscription amount to be paid upon exercise of stock acquisition	One (1) yen
Exercise period of stock acquisition rights	From August 24, 2016 to August 23, 2046
Issue price for shares issued through the exercise of the stock acquisition rights and the amount capitalized as common stock	Issue price : 714 yen
	Note 2
	Amount capitalized as common stock
	Note 3
Conditions for exercise of stock acquisition rights	Note 4
Matters regarding transfer of stock acquisition rights	The stock acquisition rights cannot be acquired through transfer, unless such acquisition is expressly approved by a resolution of the Board of Directors.
Matters regarding grant of stock acquisition rights accompanying reorganization	Note 5

(Notes)

1-3, 5, 6. Same as respective notes of resolution of the Board of Directors meeting held on July 31, 2014 and resolution of the Board of Directors meeting held on July 29, 2015.

4. (i) During the period when the stock acquisition rights may be exercised, the Holder may exercise the stock acquisition rights on and after the day immediately following the date on which such Holder loses the status of Director, Executive Officer, Audit & Supervisory Board Member or any status equivalent thereto, of Panasonic, or the day immediately following the day when three (3) years have transpired since the day immediately following the day the stock acquisition rights were allotted, whichever falls earlier.

(ii) Notwithstanding (i) above, if proposal for approval of a merger agreement under which Panasonic shall become a dissolving company or proposal for approval of a share exchange agreement or share transfer plan under which Panasonic shall become a wholly-owned subsidiary is approved at a general meeting of shareholders (or, if a resolution of a general meeting of shareholders is not required, is approved by a resolution of the Board of Directors), stock acquisition rights can be exercised only in a 15 day-period commencing from the day immediately following the date (inclusive) when the proposal is approved. Provided it excludes where the allotment of stock acquisition rights by the Reorganized Company to the Holder in accordance with "Matters regarding grant of stock acquisition rights accompanying reorganization" above is stipulated in a merger agreement, a share exchange agreement, or a share transfer plan.

(iii) (i) above shall not be applicable to those who have succeeded to the stock acquisition rights by inheritance.

(iv) If the Holder waives the stock acquisition rights, the relevant stock acquisition rights may not be exercised thereafter.

Resolution date of the Board of Directors	July 31, 2017	June 28, 2018
Category and number of persons granted	Directors of the Company (excluding Outside Directors) : 8	Directors of the Company (excluding Outside Directors) : 7
	Executive Officers and certain other officers (excluding Directors who concurrently serve as Executive officers) : 31 Former Executive Officer : 1	Executive Officers and certain other officers (excluding Directors who concurrently serve as Executive officers) : 34 Former Executive Officer : 1
Number of stock acquisition rights Note 6	2,131	2,245
Class, details and number of shares to be acquired upon exercise of stock acquisition rights	Common stock of Panasonic 213,100 shares Note 1	Common stock of Panasonic 224,500 shares Note 1
Note 6
Subscription amount to be paid upon exercise of stock acquisition	One (1) yen	One (1) yen
Exercise period of stock acquisition rights	From August 24, 2017 to August 23, 2047	From July 19, 2018 to July 18, 2048
Issue price for shares issued through the exercise of the stock acquisition rights and the amount capitalized as common stock	Issue price : 1,129 yen Note 2	Issue price : 1,065 yen Note 2
	Amount capitalized as common stock	Amount capitalized as common stock
	Note 3	Note 3
Conditions for exercise of stock acquisition rights	Note 4
Matters regarding transfer of stock acquisition rights	The stock acquisition rights cannot be acquired through transfer, unless such acquisition is expressly approved by a resolution of the Board of Directors.
Matters regarding grant of stock acquisition rights accompanying reorganization	Note 5

(Notes)

1-3, 5, 6. Same as respective notes of resolution of the Board of Directors meeting held on July 31, 2014 and resolution of the Board of Directors meeting held on July 29, 2015.

4. (i) During the period when the stock acquisition rights may be exercised, the Holder may exercise the stock acquisition rights on and after the day immediately following the date on which such Holder loses the status of Director, Executive Officer, Audit & Supervisory Board Member or any status equivalent thereto, of Panasonic, or the day immediately following the day when three (3) years have transpired since the day immediately following the day the stock acquisition rights were allotted, whichever falls earlier.

(ii) Notwithstanding (i) above, if proposal for approval of a merger agreement under which Panasonic shall become a dissolving company or proposal for approval of a share exchange agreement or share transfer plan under which Panasonic shall become a wholly-owned subsidiary is approved at a general meeting of shareholders (or, if a resolution of a general meeting of shareholders is not required, is approved by a resolution of the Board of Directors), stock acquisition rights can be exercised only in a 15 day-period commencing from the day immediately following the date (inclusive) when the proposal is approved. Provided it excludes where the allotment of stock acquisition rights by the Reorganized Company to the Holder in accordance with "Matters regarding grant of stock acquisition rights accompanying reorganization" above is stipulated in a merger agreement, a share exchange agreement, or a share transfer plan.

(iii) (i) above shall not be applicable to those who have succeeded to the stock acquisition rights by inheritance.

(iv) If the Holder waives the stock acquisition rights, the relevant stock acquisition rights may not be exercised thereafter.

Resolution date of the Board of Directors	June 25, 2020
Category and number of persons granted	Former Executive Officer: 1
Number of stock acquisition rights Note 6	58
Class, details and number of shares to be acquired upon exercise of stock acquisition rights	Common stock of Panasonic
Note 6	5,800 shares Note 1
Subscription amount to be paid upon exercise of stock acquisition	One (1) yen
Exercise period of stock acquisition rights	From July 14, 2020 to July 13, 2050
Issue price for shares issued through the exercise of the stock acquisition rights and the amount capitalized as common stock	Issue price : 634 yen
	Note 2
	Amount capitalized as common stock
	Note 3
Conditions for exercise of stock acquisition rights	Note 4
Matters regarding transfer of stock acquisition rights	The stock acquisition rights cannot be acquired through transfer, unless such acquisition is expressly approved by a resolution of the Board of Directors.
Matters regarding grant of stock acquisition rights accompanying reorganization	Note 5

(Notes)

1-3, 5, 6. Same as respective notes of resolution of the Board of Directors meeting held on July 31, 2014 and resolution of the Board of Directors meeting held on July 29, 2015.

4. Same as respective notes of resolution of the Board of Directors meeting held on July 31, 2017 and resolution of the Board of Directors meeting held on June 28, 2018.

2) Details of rights plans

Not applicable.

3) Other share acquisition rights

Not applicable.

(3) Information on moving strike convertible bonds, etc.

Not applicable.

(4) Changes in the total number of issued shares and the amount of common stock, etc.

Date	Change in the total number of issued shares (shares)	Balance of the total number of issued shares (shares)	Change in common stock (millions of yen)	Balance of common stock (millions of yen)	Change in capital reserve (millions of yen)	Balance of capital reserve (millions of yen)
August 30, 2019 Note 1	273,500	2,453,326,997	127	258,867	126	126
July 13, 2020 Note 2	236,400	2,453,563,397	114	258,981	114	240
July 14, 2021 Note 3	302,900	2,453,866,297	187	259,168	188	428

(Notes)

1. Increase for issuance of new shares as restricted stock compensation.

Issue price : 924.7 yen per share

Capitalization amount : 462.35 yen per share

Individuals that received the shares :

Panasonic Directors (excluding Outside Directors), Executive Officers not concurrently serving as Panasonic directors, Panasonic Fellows. 44 individuals in total.

2. Increase for issuance of new shares as restricted stock compensation.

Issue price : 961.4 yen per share

Capitalization amount : 480.7 yen per share

Individuals that received the shares :

Panasonic Directors (excluding Outside Directors), Executive Officers not concurrently serving as Panasonic directors, Panasonic employee (The person who was Executive Officer of Panasonic at the end of September 2019, and is at the position predetermined by the Panasonic Board of Directors.). 34 individuals in total.

3. Increase for issuance of new shares as restricted stock compensation.

Issue price : 1,239.5 yen per share

Capitalization amount : 619.75 yen per share

Individuals that received the shares :

Panasonic Directors (excluding Outside Directors), Executive Officers not concurrently serving as Panasonic directors, Panasonic employee (The person who was Executive Officer of Panasonic at the end of September 2019, and is at the position predetermined by the Panasonic Board of Directors.). 30 individuals in total.

(5) Composition of Issued Shares by Type of Shareholders

As of March 31, 2022

	Status of shares (one unit of stock: 100 shares)
Class	National and local governments	Financial institutions	Financial instruments business operators	Other institutions	Foreign shareholders
					Nonindividuals	Individuals
Number of shareholders (persons)	-	144	77	3,155	1,024	834
Share ownership (units)	-	7,455,922	602,540	1,493,250	8,461,333	11,167
Percentage of shares (%)	-	30.47	2.46	6.10	34.58	0.05

	Status of shares (one unit of stock: 100 shares)		Number of shares less than one unit (shares)
Class	Individual and others	Total
Number of shareholders (persons)	408,589	413,823	-
Share ownership (units)	6,446,800	24,471,012	6,765,097
Percentage of shares (%)	26.34	100.00	-

(Notes)

1. Of 119,969,766 shares of treasury stock, 1,199,697 units are included in "Individual and others," and 66 shares are included in "Number of shares less than one unit."

2. Of the shares registered in the name of Japan Securities Depository Center, Inc., 127 units are included in "Other institutions," and 89 shares are included in "Number of shares less than one unit."

(6) Major shareholders

As of March 31, 2022

Name	Address	Share ownership (in thousands of shares)	Percentage of total issued shares(excluding treasury stock) (%)
The Master Trust Bank of Japan, Ltd. (trust account) Note 2	11-3, Hamamatsucho 2-chome, Minato-ku, Tokyo	370,263	15.86
Custody Bank of Japan, Ltd. (trust account) Note 3	8-12, Harumi 1-chome, Chuo-ku, Tokyo	179,699	7.69
STATE STREET BANK WEST CLIENT - TREATY 505234 (Standing proxy: Mizuho Bank, Ltd.)	1776 Heritage Drive, North Quincy, MA 02171, U.S.A. (5-5, Otemachi 1-chome, Chiyoda-ku, Tokyo)	60,175	2.57
Nippon Life Insurance Company	5-12, Imabashi 3-chome, Chuo-ku, Osaka-shi, Osaka	48,339	2.07
MOXLEY & CO LLC (Standing proxy: Mizuho Bank, Ltd.)	270 Park Ave., New York, NY 10017, U.S.A. (5-5, Otemachi 1-chome, Chiyoda-ku, Tokyo)	42,863	1.83
Sumitomo Life Insurance Co.	4-35, Shiromi 1-chome, Chuo-ku, Osaka-shi, Osaka	37,465	1.60
Panasonic Corporation Employee Shareholding Association	1006, Oaza Kadoma, Kadoma-shi, Osaka	35,994	1.54
Matsushita Real Estate Co., Ltd.	4-27, Dojima 2-chome, Kita-ku, Osaka-shi, Osaka	29,121	1.24
JP MORGAN CHASE BANK 385781 (Standing proxy: Mizuho Bank, Ltd.)	25 Bank Street, Canary Wharf, London, E14 5JP, United Kingdom (5-5, Otemachi 1-chome, Chiyoda-ku, Tokyo)	28,511	1.22
SSBTC CLIENT OMNIBUS ACCOUNT (Standing proxy: Hong Kong and Shanghai Banking Corporation)	One Lincoln Street, Boston MA USA 02111 (11-1, Nihonbashi 3-chome, Chuo-ku, Tokyo)	25,798	1.10
Total	－	858,232	36.77

(Notes)

1. Holdings of less than 1,000 shares have been omitted.

2. The number of shares held by The Master Trust Bank of Japan, Ltd. (trust account) reflects the shares entrusted by Mitsubishi UFJ Trust and Banking Corporation and other corporations, which have been originally entrusted in their trust services.

3. The numbers of shares held by Custody Bank of Japan, Ltd. (trust account) reflects the shares entrusted by Sumitomo Mitsui Trust Holdings, Inc. and other corporations, which have been originally entrusted in their trust services.

4. Amendment to Report of Possession of Large Volume was submitted by BlackRock Japan Co., Ltd. and its eight joint holders dated March 4, 2022. The Company cannot confirm the actual status of shareholdings on the standard date of voting exercise.

The shareholding status as of February 28, 2022 according to the report is as follows.

Name of Shareholder	Number of share certificates, etc. held (in thousands of shares)	Percentage of share certificates held (%)
BlackRock Japan Co., Ltd.	32,796	1.34
BlackRock Advisers, LLC	25,347	1.03
BlackRock Investment Management LLC	10,629	0.43
BlackRock (Netherlands) BV	6,388	0.26
BlackRock Fund Managers Limited	8,172	0.33
BlackRock Asset Management Ireland Limited	16,179	0.66
BlackRock Fund Advisors	37,080	1.51
BlackRock Institutional Trust Company, N.A.	32,303	1.32
BlackRock Investment Management (UK) Limited	4,242	0.17
Total	173,142	7.06

5. Amendment to Report of Possession of Large Volume was submitted by Sumitomo Mitsui Trust Asset Management Co., Ltd. and its one joint holders dated December 22, 2020. The Company cannot confirm the actual status of shareholdings on the standard date of voting exercise.

The shareholding status as of December 15, 2020 according to the report is as follows.

Name of Shareholder	Number of share certificates, etc. held (in thousands of shares)	Percentage of share certificates held (%)
Sumitomo Mitsui Trust Asset Management Co., Ltd.	77,957	3.18
Nikko Asset Management Co., Ltd.	46,113	1.88
Total	124,071	5.06

(7) Information on voting rights

1) Total number of shares issued

As of March 31, 2022

Classification	Number of shares (shares)	Number of voting rights	Description
Shares without voting right	－	－	－
Shares with restricted voting right (treasury stock, etc.)	－	－	－
Shares with restricted voting right (others)	－	－	－
Shares with full voting right (treasury stock, etc.)	(Treasury stock) Common stock 119,969,700	－	Standard common stock of the Company without any restriction
	(Crossholding stock) Common stock 14,828,300	－	Same as above
Shares with full voting right (others)	Common stock 2,312,303,200	23,123,032	Same as above
Shares less than one unit	Common stock 6,765,097	－	Shares less than one unit (100 shares)
Number of issued shares	2,453,866,297	－	－
Total number of voting rights	－	23,123,032	－

(Notes)

1. 12,700 shares (127 voting rights) and 89 shares registered in the name of Japan Securities Depository Center, Inc. are included in "Shares with full voting right (others)" and "Shares less than one unit," respectively.

2. Treasury stock and crossholding stock described below are included in "Shares less than one unit."

Treasury stock: Panasonic Corporation (66 shares)

Crossholding stock: Panasonic Employee Cooperation Society, Inc. (7 shares), Asahi Plating Co., Ltd. (71 shares), AC Techno SANYO Co., Ltd. (75 shares)

2) Treasury stock, etc.

As of March 31, 2022

Name of shareholder	Address	Number of shares held under own name (shares)	Number of shares held under the name of others (shares)	Total shares held (Shares)	Percentage of total issued shares (%)
(Treasury stock)	1006, Oaza
Panasonic Corporation	Kadoma, Kadoma-shi, Osaka	119,969,700	－	119,969,700	4.88
(Crossholding stock)	1006, Oaza
Panasonic Employee Cooperation Society, Inc.	Kadoma, Kadoma-shi, Osaka	14,798,800	－	14,798,800	0.60
Asahi Plating Co., Ltd.	5-16, Shinmori 4-chome, Asahi-ku, Osaka-shi, Osaka	23,400	－	23,400	0.00
AC Techno SANYO Co., Ltd.	597-1, Nisshincho 3-chome, Kita-ku, Saitama-shi, Saitama	5,100	－	5,100	0.00
	416,
	Watarihashicho,
Sanin Panasonic Corporation	Izumo-shi, Shimane	1,000	－	1,000	0.00
Crossholding stock total	－	14,828,300	－	14,828,300	0.60
Total	－	134,798,000	－	134,798,000	5.49

2. Information on Acquisition of Treasury Stock, etc.

Class of shares

Acquisition of common stock under Article 155, Item 7 of the Companies Act and Article 155, Item 13 of the Companies Act.

(1) Acquisition of treasury stock resolved at the general meeting of shareholders

Not applicable.

(2) Acquisition of treasury stock resolved at the Board of Directors meetings

Not applicable.

(3) Details of acquisition of treasury stock not based on the resolutions of the general meeting of shareholders or the Board of Directors meetings

Acquisition of common stock under Article 155, Item 7 of the Companies Act.

Classification	Number of shares (shares)	Total amount (yen)
Treasury stock acquired during the fiscal year ended March 31, 2022	34,810	45,337,364
Treasury stock acquired during the current period	3,998	4,589,408

(Note)

With regard to "Treasury stock acquired during the current period," the number of treasury stock acquired due to requests to purchase stock less than one unit shares from June 1, 2022 to the filing date is not included.

Acquisition of common stock under Article 155, Item 13 of the Companies Act.

Classification	Number of shares (shares)	Total amount (yen)
Treasury stock acquired during the fiscal year ended March 31, 2022	1,000	－
Treasury stock acquired during the current period	19,600	21,785,400

(Notes)

1. With regard to "Treasury stock acquired during the current period," the number of treasury stock acquired from June 1, 2022 to the filing date is not included.

2. The breakdown of "Treasury stock acquired during the fiscal year ended March 31, 2022" is free acquisition of a portion of common stock as restricted stock compensation for Panasonic Directors, Executive Officers not concurrently serving as Panasonic directors, etc. and the breakdown of "Treasury stock acquired during the current period" is acquisition of request for purchase from opposite shareholders.

(4) Status of the disposition and holding of acquired treasury stock

	Fiscal year ended March 31, 2022		Current period
Classification	Number of shares (shares)	Total disposition amount (yen)	Number of shares (shares)	Total disposition amount (yen)
Acquired treasury stock which was offered to subscribers	－	－	－	－
Acquired treasury stock which was canceled	－	－	－	－
Acquired treasury stock which was transferred due to merger, share exchange, share delivery, or company split	－	－	－	－
Others Note 2	305,176	532,913,378	1,909	3,333,278
Total numbers of treasury stock held	119,969,766	－	119,991,455	－

(Notes)

1. With regard to "Number of shares (shares)" and "Total disposition amount (yen)" of the current period, the number of treasury stock which was sold or acquired due to requests from shareholders holding less than one unit shares to purchase or sell additional shares, etc. from June 1, 2022 to the filing date are not included.

2. The breakdown of "others" in "Fiscal year ended March 31, 2022" are selling due to requests from shareholders holding shares less than one unit shares to sell additional shares (Number of shares 1,476 shares, Total disposition amount 2,577,477 yen) and exercise of stock acquisition rights (Number of shares 303,700 shares, Total disposition amount 530,335,901 yen)

The breakdown of "others" in "Current period" are selling due to requests from shareholders holding shares less than one unit shares to sell additional shares (Number of shares 109 shares, Total disposition amount 190,335 yen) and exercise of stock acquisition rights (Number of shares 1,800 shares, Total disposition amount 3,142,943 yen)

3. Dividend Policy

Since its foundation, Panasonic has managed its businesses under the concept that returning profits to shareholders is one of its most important policies. From the perspective of providing returns on the capital investment made by shareholders, the Company, in principle, distributes profits to shareholders based on its business performance and strives to provide stable and continuous dividends, targeting a dividend payout ratio of approximately 30% with respect to consolidated net profit attributable to Panasonic Corporation stockholders.

Panasonic pays dividends twice a year, an interim and a year-end. Dividends are resolved at the Board of Directors meeting under articles of incorporation.

In comprehensive consideration of the Company's dividend policy to distribute profits according to consolidated performance in principle, as well as a condition of financial structure and others, Panasonic expects to pay an annual dividend of 30 yen per share for fiscal 2022, which includes the interim dividend of 15 yen per share and a year-end dividend of 15 yen per share.

The Company will utilize its internal reserve funds for further enhancing the management structure and future business development.

Dividends for the 115th term are as follows.

Resolution date	Total amount of dividends (Millions of yen)	Dividends per share (yen)
The Board of Directors meeting held on October 28, 2021	35,006	15.0
The Board of Directors meeting held on May 11, 2022	35,008	15.0

4. Corporate Governance, etc.

This section includes the matters of consolidated companies. This section refers to the matters as of June 24, 2022, the date of the filing of this annual securities report, unless otherwise indicated.

(1) Corporate Governance

1) Basic Policy of Corporate Governance

The Company, since its establishment, has operated its business under the Basic Business Philosophy, "contributing to the progress and development of society and the well-being of people worldwide through its business activities." Also, the Company believes it is important to increase corporate value by fulfilling accountability through dialogue with various stakeholders such as shareholders and customers, making effort to execute transparent business activities, and swiftly conducting business activities with fairness and honesty based on its basic philosophy of "a company is a public entity of society."

The Company recognizes that corporate governance is the important basic structure for the aforementioned purpose, and endeavors to establish and strengthen the effective corporate governance structure based on the Audit & Supervisory Board System composed of the Board of Directors which is responsible for deciding important operational matters for the whole Group and monitoring the execution of business by Directors, and Audit & Supervisory Board Member (A&SB Member) / Audit & Supervisory Board (A&SB) which are independent from the Board of Directors and responsible for auditing the performance of duties by Directors.

The Company conducts the following activities to enhance effectiveness of its corporate governance.

1. Secures the rights and equal treatment of shareholders.

2. Endeavors to appropriately cooperate with stakeholders such as employees, customers, business partners and local societies with the recognition that its sustainable growth is brought about as a result of receiving resources and contributions from such stakeholders.

3. Appropriately discloses corporate information and ensure transparency of the management.

4. Given its fiduciary responsibility and accountability to shareholders, the Board of Directors set the broad direction of corporate strategy, establish an environment where appropriate risk-taking is supported and carry out effective oversight of Directors and management from an independent and objective standpoint.

5. Engages in constructive dialogue with shareholders in order to contribute to the sustainable growth and the increase of corporate value over the mid- to long-term.

2) Overview and background of corporate governance structure

(a) Overview of corporate governance structure

The Company has transformed into an Operating Company Structure (Holding Company Structure) in April 2022. The Operating Companies are "Panasonic Corporation" (it is composed of multiple business areas and unites the following five divisional companies: China & Northeast Asia Company, Living Appliances and Solutions Company, Heating & Ventilation A/C Company, Cold Chain Solutions Company, and Electric Works Company), "Panasonic Automotive Systems Co., Ltd.", "Panasonic Connect Co., Ltd.", "Panasonic Industry Co., Ltd.", "Panasonic Energy Co., Ltd.", "Panasonic Housing Solutions Co., Ltd.", and "Panasonic Entertainment & Communication Co., Ltd.". They facilitate the evolution and change of business in each area and carry out autonomous management on development, manufacturing, and sales as well as management of profits and fund for the realization of growth strategies.

The Company has responsibility for the management and engineering strategies across the Group. Specifically, the Company formulates the mid/long-term group strategies for the enhancement of corporate value, contributes to the businesses with innovative technology and production technology, and supports for engineering development and manufacturing. In addition, "Panasonic Operational Excellence Co., Ltd." has been established to play a role as a platform for improving the efficiency and sophistication of operations across the Group. Panasonic Operational Excellence Co., Ltd. assumes as a function of the group-wide management control in terms of developing the Company-wide rules, infrastructure and systems, implementing internal audit, internal control and compliance activities required to the listed company and the legal entity, and responding to the stakeholders closely working with the Company.

[The Board of Directors and Executive Officer System]

The Board of Directors shall concentrate on the roles of decision-making of management strategies from group-wide perspective and supervision of the Operating Companies, in order to ensure the balance of "swift and strategic decision-making" and "sound and appropriate monitoring", for the decision-making of group-wide matters and autonomous management of the Operating Companies. For the purpose of fulfilling these roles, the Board of Directors is composed of twelve (12) Directors including two (2) female Directors and five (5) Outside Directors (at least one-third of Directors must be Outside Directors), and seeks to ensure the diversity of knowledge, experience and qualifications as a whole Board of Directors. Chairperson is the Chairperson of the Board who is not involved in execution of business.

The Board of Directors was held thirteen (13) times in fiscal 2022, and matters to be resolved at the Board of Directors which is required by the Companies Act and matters stipulated in the Matters to be discussed at Board of Directors Meeting were deliberated and resolved. Outside Directors, with their extensive experience and deep insight, made active statements which is necessary for deliberation of matters. Moreover, to clarify the responsibilities of Directors and build a flexible structure of the Board of Directors, the Company limits the term of each Director to one (1) year.

In the Company, authorities are significantly delegated to the Operating Companies for the complete autonomous management. Also, in order to maximize the Group value, the Company has adopted the Executive Officer system, which allows group management from the standpoint of total optimization.

The number of Executive Officers (including those who concurrently serve as Directors) is 13, consisting of President, Executive Vice President, a position in which the executive officer acts as President in specific areas, and Executive Officer, a position responsible for the business execution of specific functions.

[Audit & Supervisory Board Members (A&SB Members) and Audit & Supervisory Board (A&SB)]

Pursuant to the Companies Act, the Company has established A&SB Members as well as the A&SB made up of A&SB Members. The A&SB Members and the A&SB monitor the status of corporate governance and audit the day-to-day activities of management, including the performance of duties by Directors. The Company has elected five (5) A&SB Members (one (1) of them is a female member) including three Outside A&SB Members. Additionally, the Company has elected A&SB Members who have substantial finance and accounting knowledge.

[Voluntary Nomination and Compensation Advisory Committee]

The Company has established the Voluntary Nomination and Compensation Advisory Committee. Upon receiving inquiries from the Board of Directors, the Committee deliberates on the results of internal reviews regarding the nomination of candidates for Director, Executive Officer, and A&SB Member, and also on the appropriateness of the remuneration system for Directors and Executive Officers and of the amount and content of remuneration for each individual. In addition, the Committee monitors candidates for successor to the Group CEO and the Committee members can suggest when the Group CEO should be replaced.

As of the date of submission of this annual securities report, the Committee consists of five (5) members; Outside Director Michitaka Sawada (Chairperson), Outside Director Kazuhiko Toyama, Outside Director Yoshinobu Tsutsui, Director and Chairperson of the Board Kazuhiro Tsuga, and Representative Director and President Yuki Kusumi. The Company has been enhancing objectivity and transparency of the committee by ensuring that Outside Directors constitute a majority of its membership with one of them serving the chairperson.

[Conduct and utilization of evaluation of the Board of Directors effectiveness]

The Company conducts an annual survey to evaluate the effectiveness of the Board of Directors to all the Board members who attend the Board of Directors meetings. The results are reported at the Board of Directors meetings as one of the agenda items, and issues and improvement measures raised by the Members of the Board of Directors are discussed. Based on the results of these discussions, the Company continuously builds up a PDCA cycle by considering and implementing measures to improve the structure and operation of the Board of Directors, leading to improvement of the effectiveness of the Board of Directors and strengthening of governance.

In fiscal 2022, the Company focused on the following points based on the effectiveness evaluation for fiscal 2021 and the transition to an operating company structure started from April 2022.

―	More time was allocated to deliberations on themes that the Board of Directors should focus on, such as the Group's medium- and long-term strategy and group governance
―	In addition to the agenda items for the Board of Directors meeting, the minutes of the PHD Strategy Meeting and the minutes of the Board of Directors meetings of the Operating Companies were posted on the Management Information site, which was established to provide information to the official members of the Board of Directors meetings, in order to establish the system where Outside Directors and Outside A&SB Members can grasp the status of discussions and deliberations by the executive side
―	On important matters, prior briefings aside from the Board of Directors meetings were held

After taking the above measures, the Company conducted a survey to evaluate the effectiveness of the Board of Directors for FY 2022 in February 2022 as follows:

Method: Questionnaire (choice and free description)

Questionnaire Items:

―

Sufficiency of provision of information on agenda items

―	Opinions and points to be improved on information sharing for the Board of Directors (Management Information site)

―

Key discussion themes at the Board of Directors meetings

―	Appropriateness of setting agendas such as the medium-term management plan and group governance, roles expected of Outside Directors, appropriateness of time allocation for each agenda item, etc.

―

Strengthening of governance of the Board of Directors

―	Skills necessary to fulfill the roles of Director, and sufficient communication between Outside Directors and management (particularly management of the Operating Companies), etc.

―

Directors Training, Business Site Visits, etc.

Questionnaire results: The structure of the Board of Directors for fiscal 2022 and the measures the Company has taken to improve management were positively evaluated in general. On the other hand, the following issues were raised and proposed.

―	In order to deepen discussions at the Board of Directors meetings, the Company shall clearly indicate the key points, issues, and directions for resolving issues that should be discussed at the Board of Directors meetings, regarding important matters.
―	On the condition that agenda materials are shared in advance, depending on the content of the agenda items, the presentation at the Board of Directors meetings may be simplified and more time may be allocated to discussion.
―	Establish a system so that the members of the Board of Directors can ask questions on agenda items in advance and to the responses to the questions can be shared using online tools, etc.
―	Increase opportunities for interaction between Outside Directors and Operating Company Presidents.

In fiscal 2023, the Company will implement specific measures to enhance and deepen discussions at the Board of Directors meetings in order to resolve the above issues, and will continue to strive to improve the effectiveness of the Board of Directors and strengthen governance.

[Group Management Meeting/PHD Strategy Meeting]

The Group Management Meeting and the PHD Strategy Meeting are held to discuss, set the direction, and report on the Group's mid-to long-term strategies, important Group-wide projects and committees, and important Group-wide initiatives implemented by the Company and the Operating Companies.

The Group Management Meeting is held basically once a month, chaired by the Group Chief Executive Officer (Group CEO). It consists of approximately twenty (20) senior managements including the presidents of the Operating Companies and functional directors.

The PHD Strategy Meeting is held basically at least twice a month chaired by the Group CEO. It consists of approximately ten (10) senior managements including functional directors of Human Resources, Accounting, and Legal Affairs.

(b) Background of corporate governance structure

The Company determined that it is appropriate to build and enhance its corporate governance structure based on the Board of Directors and the A&SB System composed of A&SB Members and A&SB, leveraging Nomination and Compensation Advisory Committee and the scheme of Evaluation of the Board of Directors Effectiveness.

[Corporate Governance Structure]

3) Basic Policy on Internal Control Systems and Status of the Operation of the System

As a result of the transition to an operating company system, in order to clearly identify the roles of the Company, which is a holding company, and the Operating Companies, the Company established a basic policy for the Group internal control systems. This policy was established at a meeting of the Company Board of Directors on August 27, 2021.

[Basic Policy Regarding the Development of Internal Control Systems]

(a) System for ensuring the properness of operations across the Panasonic Group

Based on our management philosophy, the Company shall thoroughly implement autonomous management through the establishment of basic policies and rules that apply throughout the Panasonic Group and through the appropriate transfer of authority to the Operating Companies (including subsidiary companies controlled by these entities; the same applies below). Based on these policies and rules, the Operating Companies shall each prepare its own rules and other systems in order to ensure the properness of operations across the Panasonic Group.

(b) System for ensuring compliance with applicable laws in the performance of Directors' and employees' duties in the Panasonic Group

The Company and the Operating Companies shall ensure legal compliance in the performance of Panasonic Group Directors' and employees' duties by developing an effective corporate governance system that includes ensuring total compliance awareness throughout the Panasonic Group and a suitable monitoring system.

(c) System for retention and management of information pertaining to the performance of Directors' duties

The Company shall properly retain and manage information on the performance of Directors' duties in accordance with all applicable laws and regulations and the internal rules of the Company.

(d) System for ensuring efficiency of the performance of Directors' duties

In order to ensure efficiency in the performance of Directors' duties, the Company shall formulate management strategies from a Groupwide perspective, and shall thoroughly implement autonomous management within the Operating Companies.

(e) Rules and other measures for financial risk management

The Company shall formulate rules related to risk management throughout the Panasonic Group. The Company and the Operating Companies shall identify and assess risks affecting management of the business, and shall select material risks. The Company and the Operating Companies shall also take countermeasures against the selected material risks and monitor progress with the aim of seeking continual improvement.

(f) Employees who assist A&SB Members in auditing, and such employees' independence from Directors

The Company shall establish a body independent from Directors, tasked with enhancing the effectiveness of audits by A&SB Members and facilitating the smooth performance of audits.

(g) Ensuring effectiveness of instructions given by A&SB Members to employees who assist A&SB Members

Staff members assisting A&SB Members, while still subject to the internal rules of the Company, shall be under the instruction and supervision of the respective A&SB Members, and personnel-related matters shall be undertaken upon prior discussion with A&SB Members.

(h) System for Directors, employees and other staffs of the Company and its subsidiaries to report to the Company's A&SB Members

The Company shall ensure opportunities and systems that enable Directors, employees and other staffs of the Panasonic Group companies to properly report to the respective A&SB Members, and moreover shall ensure opportunities and systems that enable audit & supervisory officers, who are non-statutory senior auditors, of the operating companies, and A&SB Members of subsidiaries, to report to the Company's A& SB Members.

(i) System for ensuring that parties who have reported to A&SB Members do not incur unfavorable treatment as a consequence of such reporting

In ensuring opportunities and systems for Panasonic Group employees and other staffs to report to A& S B Members, the Company shall make sure that employees and other staffs who have duly reported do not incur unfavorable treatment as a consequence of such reporting.

(j) Policy on management of expenses and debt incurred in execution of A&SB Member duties

The Company shall calculate budgets on an annual basis for expenses arising with respect to the execution of duties of A&SB Members to ensure effectiveness of audits, and moreover shall provide pre-payment or reimbursement in accordance with laws and regulations with respect to expenses incurred beyond amounts budgeted.

(k) Other systems for ensuring effective performance of audits by A&SB Members

The Company shall develop a system enabling effective performance of audits, including mutual cooperation with the Operating Company auditors, the accounting auditors and the internal auditing group, in accordance with the Audit Plan established by A&SB Members each year.

[Status of Basic Policy Implementation in the Company]

(a) System for ensuring legal compliance in the performance of Directors' duties

―	The Company has established internal rules such as the Panasonic Group Code of Ethics & Compliance, the PHD Board of Directors Rules, and the PHD Executive Officer Rules, and endeavors to ensure that its Directors act in accordance with laws, regulations and the Company's Articles of Incorporation. Additionally, when Directors assume their positions, the Company provides them with opportunities to acquire the knowledge necessary to fulfill their roles and obligations, and during their terms of office it continues to provide Directors with opportunities to acquire the knowledge they need, including presentations on management and compliance by external experts as required.
―	The Company strengthens its supervisory functions by ensuring that at least one-third of the Board of Directors' members are Outside Directors, and by providing opportunities for the Outside Directors to actively communicate through Board of Directors' meetings and other such occasions. Moreover, the Company has also established the Nomination and Compensation Advisory Committee which is chaired by an Outside Director, and a majority of its members are also Outside Directors, to ensure objectivity and transparency in the process of determining the nomination and remuneration of Directors.
―	The Company continues to aim for further enhancement in the effectiveness of the Board of Directors, and as part of its efforts, it conducts an annual questionnaire survey of members of the Board of Directors and A&SB. The results and evaluations are reported at the Board of Directors meetings, and the Company reviews the opinions received and implements appropriate measures for improvement accordingly.
―	Audits are conducted by A&SB Members and the A&SB. In addition, seventeen (17) auditors and & supervisory officers, who belong to the A&SB Members' Office of the Company, are appointed to the Operating Companies and divisional companies of the Operating Companies, where they perform their duties in coordination with the auditors of the Group corporation, including the Operating Companies.
―	The Company has established the rule of the prevention of relationships with antisocial forces, aiming to resolutely prevent any association with antisocial forces (such as organized criminal networks), and has obtained written pledges for compliance with the rule. The PHD Board of Directors Rules and the PHD Executive Officer Rules also stipulate and confirm clearly to prevent any such association with antisocial forces.

(b) System for retention and management of information pertaining to the performance of Directors' duties

The minutes of meetings of the Board of Directors are prepared after each meeting of the Board of Directors and retained permanently by the section responsible for administration relating to the Board of Directors. Records of approval by the President are also retained permanently by the responsible department.

(c) Rules and other measures for financial risk management

―

The Company regards the accurate understanding of risks and the implementation of countermeasures as important management issues. Based on the "Panasonic Group Rules for Risk Management", various risk management activities are conducted led mainly by the PHD Enterprise Risk Management Committee. The Company conducts a series of risk assessment processes annually where it exhaustively identifies risks that may affect its business activities, evaluate them using a common evaluation axis, and determine the priority of the risks to be addressed. Based on this, the division in charge of the relevant risk takes the lead in formulating and implementing countermeasures, monitoring the status of countermeasures, and implementing activities for continuous improvement. In formulating and making decisions on management and business strategies, the Committee regards uncertain events as "strategic risks" that may pose opportunities or threats to the achievement of business objectives, promotes appropriate risk-taking according to the degree of risk, and engages in risk management activities in which countermeasures are reviewed in a timely manner according to the magnitude of the identified risk.

(d) System for ensuring efficiency of the performance of Directors' duties

―

The Company expedites decision-making through the Rules of Approval for Decision-making in Important Matters, the clarification of roles between Directors and Executive Officers, the delegation of authority to the Operating Companies, the holding of the Group Management Meeting and the PHD Strategy Meeting, and the implementation of an IT system that ensures the rapid and accurate collection and transmission of important management information.

―

The Company plans and implements measures to achieve the business goals it sets based on its business strategies by confirming and examining the status of progress towards the goals at the time of monthly settlement of accounts.

(e) System for ensuring compliance with applicable laws in the performance of employees' duties

―	The Company has established the Basic Rules for Group Compliance that clarify the basic matters related to compliance and the roles and responsibilities of the Panasonic Group.
―	The Company has established internal rules such as the Panasonic Group Code of Ethics & Compliance and implements compliance initiatives and various awareness-building activities such as trainings tailored to specific employee levels and e-learnings, for its employees including Group companies.
―	The Company seeks to detect improper acts at an early stage through "operational audits", "internal control audits", and "compliance audits", and by operating a global hotline that is available in multiple languages, in addition to other measures. In addition, the Panasonic Group Code of Ethics & Compliance and the Rules on the Prohibition of Retaliatory Behavior against Whistleblowers, and Others stipulate that whistleblowers shall be protected from any retaliation as a consequence of having used the hotline or other means to report violations of laws or regulations, or concerns otherwise in that regard.
―	The Company has been stepping up its efforts to implement fair business practices emphasizing compliance and taking measures to react to its changing business environments accordingly by establishing organizations that perform the functions of promoting compliance and conducting compliance audit, handling business legal affairs, risk management, and administration of corporate governance.
―	The Company aims to resolutely prevent any association with anti-social forces (such as organized criminal networks) by assigning an employee in the division overseeing such preventative measures specifically to the task of blocking any relations with such forces, and through initiatives related to t the Employee Work Regulations, and obtaining written pledges with regard to combating organized crime within the Company.
―	The Company has established the rule of the prevention of relationships with antisocial forces, aiming to resolutely prevent any association with anti-social forces (such as organized criminal networks), and has obtained written pledges for compliance with the rule. The Employee Work Regulation clearly stipulates and confirms the prevention of any such association with anti-social forces. The Company has also established the Group-wide management system to thoroughly prevent any relationships with antisocial forces, by establishing the Business Conduct Committee and assigning persons-in-charge for preventing undue claims.

(f) System for Ensuring the Properness of Operations across the Panasonic Group

―

The Company ensures that basic policy for internal control systems is fully implemented by the Group companies, and disseminates relevant information among the Group companies. Initiatives to that end include: implementing the "Panasonic Group Code of Ethics & Compliance", the "Basic Rules for Group Compliance" and the "Rules of Approval for Decision-making in Important Matters",; establishing group-wide regulations; dispatching Directors and A&SB Members to the Group companies and exercising the Company's shareholder rights thereof; establishing rules of governance that are to be observed by the Group companies; conducting regular operational audits, internal control audits, and compliance audits of the Group companies through the internal auditing group, and; sharing and disseminating information on business objectives through management policy announcements.

―

The framework described above ensures the properness of operations, thereby enabling the Panasonic Group to establish the internal controls necessary for financial reporting based on the Financial Instruments and Exchange Act.

(g) Employees who assist A&SB Members in auditing, and such employees' independence from Directors

―

The Company has established the A&SB Member's Office, whose dedicated staff is under the direct control of the A&SB and separate from any operating function of the Company's business. The Company assigns A&SB Member assistant staff members who possess appropriate capabilities and knowledge as required by A&SB Members.

(h) Ensuring effectiveness of instructions given by A&SB Members to employees who assist A&SB Members

―	Respective A&SB Members issue instructions to their staff members, and those staff members accordingly assist A&SB Members in performing their duties.
―	The Company consults with A&SB Members in advance of undertaking personnel-related matters including employee transfers and other affairs involving staff members who assist A&SB Members.

(i) System for Directors, employees and other staffs of the Company and its subsidiaries to report to the Company's A&SB Members

―

Directors, employees and other staffs of the Company and the Group companies report on business operations and other issues at respective regular meetings held by A&SB Members and other such occasions, and also report as necessary at other important meetings with A&SB Members, where their attendance has been requested. Moreover, A&SB Members of Group companies report as necessary to the Company's A&SB Members regarding content of reports at respective Group companies. Audit & supervisory officers conduct inquiries at respective Operating Companies regarding business operations and issues at such Operating Companies, and report such matters as necessary to the Company's A&SB Members.

―

The Company has established an Audit Report System by which employees of the Company and the Group companies directly report to the Company's A&SB about irregularities or concerns in regards to accounting or auditing.

(j) System for ensuring that parties who have reported to A&SB Members do not incur unfavorable treatment as a consequence of such reporting

―

The Audit Report System enables parties to report matters anonymously, while the Panasonic Group Code of Ethics & Compliance and the Rules on the Prohibition of Retaliatory Behavior against Whistleblowers, and Others ensure that whistleblowers shall not be subject to unfavorable treatment as a consequence of such reporting.

(k) Policy on management of expenses and debt incurred in execution of A&SB Member duties

―	To ensure effectiveness of audits, the Company calculates preliminary budgets with respect to anticipated expenses required by A&SB Members in executing their duties, in accordance with the Audit & Supervisory Board Member Auditing Standards.
―	The Company also provides pre-payment or reimbursement for expenses paid under urgent or extraordinary circumstances in accordance with laws and regulations.
―	In making payment of audit expenses, A&SB Members are required to remain mindful of efficiency and appropriateness in that regard.

(l) Other systems for ensuring effective performance of audits by the A&SB Members

―	Monthly reports and liaison meetings are held with audit & supervisory officers of the Operating Companies dispatched by the A&SB Members' Office.
―	The Company has established and operates the Panasonic Group A&SB Members' Meeting chaired by the Company's Senior A&SB Member, in order to facilitate cooperation among the A&SB Members of the Company, the audit & supervisory officers of the Operating Companies, and A&SB Members of Group companies.
―	Representative Directors and A&SB Members exchange opinions regularly and whenever necessary. Moreover, respective departments cooperate in implementing visiting audits of business offices inside and outside Japan conducted by A&SB Members. Internal auditing groups also cooperate to enhance the effectiveness of audits carried out by A&SB Members through collaboration with A&SB Members, including reporting as appropriate to the A&SB Members.
―	When the accounting auditors formulate their audit plans, perform quarterly reviews, and conduct final audits, the A&SB Members hold regular meetings with the accounting auditors at which they receive explanations and reports, and exchange opinions with the accounting auditors as necessary.

4) The status of the Company's internal system concerning disclosure of corporate information

Under its basic philosophy, "A company is a public entity of society," the Company has committed to highly transparent business activities and endeavored to be accountable its accountability to its stakeholders. The Company's basic policy concerning information disclosure is set forth in the "Panasonic Group Code of Ethics & Compliance," and the standards in the course of business is published on the Company's official website as "the Disclosure Policy." The Company's basic policy is to provide the Company's fair and accurate financial information and corporate information, including management policies, business activities and corporate ESG (Environment, Social and Governance) activities, in a timely, appropriate and easily understandable manner.

In accordance with this basic policy, important matters concerning the management of the Group are resolved or reported at the Board of Directors pursuant to the Rules of Meetings of the Board of Directors. These important matters and other matters, which are required to be disclosed under relevant laws and ordinances in Japan and overseas or any other regulations, are timely and accurately reported from each relevant department, that has the important internal information, to the department that handles relevant information under the monitoring of the Group Chief Financial Officer (Group CFO), so that important information is gathered. Further, matters required to be disclosed under the rules of financial instruments exchanges are also under the monitoring of the Group CFO.

Also, if any of the matters which is required to be disclosed under relevant laws and ordinances in Japan and overseas, and the rules of financial instruments exchanges or any other regulations, occurs at the Company's subsidiaries including the Operating Companies, such matter shall be immediately reported to the "IR Section, Corporate Finance & IR Department" or the "Financial & Accounting Center" of Panasonic Operational Excellence Co., Ltd., depending upon the nature thereof; Thus, the Company has established a structure whereby these matters can be collected.

With respect to the information gathered or identified, the Company determines the necessity of disclosure thereof in accordance with relevant laws and ordinances in Japan and overseas, and the rules of financial instruments exchanges or any other regulations, and makes effort to disclose it at the time that the organization, which effectively decides execution of the business of the Company, makes a resolution or determination, or becomes aware of its occurrence.

In addition, the Company endeavors to confirm the contents and expressions of the disclosure with the relevant departments within the Company and outside legal counsel to ensure the accuracy, fairness and adequacy of the disclosure.

Moreover, the Company has established disclosure control procedures in order to comply with relevant laws and ordinances in Japan and overseas, the rules of financial instruments exchanges and any other regulations, and to implement the fair, accurate and timely disclosure of information about its Group, etc. In the process of preparation and confirmation of documents such as annual securities reports and quarterly reports, the Disclosure Committee, which is comprised of managers from principal departments that handle relevant information, confirms and approves the validity of the content of the descriptions and the appropriateness of the procedures concerning the disclosure under the supervision of the Group CEO and the Group CFO, who are responsible for establishing, maintaining and ensuring the effectiveness of the internal control and disclosure control of the Company. The chairperson of the Disclosure Committee is appointed by the Group CEO and the Group CFO, and the members of the Disclosure Committee are appointed by the chairperson of the Disclosure Committee. The Disclosure Committee also develops, maintains, improves and evaluates the internal control procedures concerning disclosure matters.

5) Internal Control Over Financial Reporting

The Company has documented the actual status of its internal control system, with integrated control provided by the Internal Control Promotion Office of Panasonic Operational Excellence Co., Ltd., in order to ensure reliability in the financial reporting of the Panasonic Group including its subsidiaries, ranging from the control infrastructure to actual internal control activities. Specifically, the Company has reinforced its internal controls by implementing self-checks and self-assessment programs at each of the Operating Companies. Then, Internal Auditing Managers of the Operating Companies appointed by the Company at each of the Operating Companies conduct audits. Based on the audits, the Internal Control Promotion Office supervises the group-wide internal control audits in order to confirm the effectiveness of each company's financial reporting. With the aim of further enhancing the Group's internal control system, in fiscal 2022 Panasonic had approximately 400 personnel assigned to conduct internal audits in the Internal Auditing Group.

6) Contract between the Company and Non-Executive Directors / A&SB Members (A&SB Members) under Article 427, Paragraph 1 of the Companies Act

The Company has entered into liability limitation agreements with all Directors who do not execute business and A&SB Members, respectively, which limit the amount of their liability under Article 423, Paragraph 1 of the Companies Act to the aggregate of the amounts specified in Article 425, Paragraph 1 of the Companies Act, if they perform their duties in good faith and without significant negligence.

7) Contract between the Company and Directors and A&SB Members under Article 430-2, Paragraph 1 of the Companies Act

The Company has entered into indemnity agreements with all Directors and A&SB Members, respectively, under Article 430-2, Paragraph 1 of the Companies Act. the Company agrees to indemnify costs and losses, as provided for by item 1 and item 2, respectively, of said Paragraph, within the ranges prescribed by laws and regulations. Under these agreements, to ensure that appropriate execution of the duties by the Company officers will not be impaired, certain inappropriate cases are excluded from compensation, and upon receiving a request for compensation from the Company officers, the Board of Directors will determine whether or not the case corresponds to these exclusions before carrying out compensation. Also, if it is found that the compensation was inappropriate after it has been carried out, the agreement allows the Company to demand the return of all or part of the compensation money from the Company officers concerned.

8) Directors' and officers' liability insurance policy

The Company has entered into a directors' and officers' liability insurance policy with an insurance company under which all Directors, A&SB Members, and Executive Officers of the Company and its subsidiaries ^(*) are insured, as stipulated in Article 430-3, Paragraph 1 of the Companies Act. If a claim for damages is made due to an act committed by the insured, the amount of damages to be borne by the insured shall be covered by the above-mentioned liability insurance policy. However, cases of willful or intentional violation of duty of due care shall not be covered by the said liability insurance policy.

^* Panasonic Corporation, Panasonic Automotive Systems Co., Ltd., Panasonic Entertainment & Communication Co., Ltd., Panasonic Housing Solutions Co., Ltd., Panasonic Connect Co., Ltd., Panasonic Industry Co., Ltd., Panasonic Energy Co., Ltd., Panasonic Operational Excellence Co., Ltd., and Panasonic Information Systems Co., Ltd.

9) Matters to be resolved at general meetings of shareholders that can also be resolved by the Board of Directors

The Company stipulates in its Articles of Incorporation that unless otherwise provided by law, the Company may determine, by a resolution of the Board of Directors, a distribution of surplus or any other matters set forth in each item of Article 459, Paragraph 1 of the Companies Act. This is to enable the Company to more flexibly distribute profits to shareholders based on its consolidated business performance and to repurchase and cancel its own stock under its basic policy of providing returns to shareholders.

The Company, pursuant to Article 426, Paragraph 1 of the Companies Act, stipulates in its Articles of Incorporation that it may, by a resolution of the Board of Directors, exempt a Director (including a former Director) and a A&SB Member (including a former A&SB Member) from being held liable for his/her actions as set forth in Article 423, Paragraph 1 of the Companies Act to the extent permitted by applicable laws and ordinances, to enable the Directors and A&SB Members to perform their duties in a satisfactory manner.

10) Requirements for the adoption of resolutions for the election of Directors

The Company stipulates in its Articles of Incorporation that the presence of shareholders representing one-third or more of the voting rights held by the total shareholders entitled to exercise their voting rights and a majority of the votes held by those shareholders are required for the adoption of resolutions necessary to approve the election of Directors.

11) Requirements for the adoption of special resolutions of general meetings of shareholders

The Company stipulates in its Articles of Incorporation that the presence of shareholders representing one-third or more of the voting rights held by the total shareholders entitled to exercise their voting rights and two-thirds or more the votes held by those shareholders are required for the adoption of special resolutions of general meetings of shareholders which are stipulated in Article 309, Paragraph 2 of the Companies Act. By relaxing the requirements for a quorum for special resolutions of general meetings of shareholders, resolutions for those resolutions can be made with certainty.

12) Policy on Control of the Company

(a) Efforts to boost corporate value of the Company

The Company, since its establishment, has been operating its business under the Basic Business Philosophy, centering on "contributing to the progress and development of society and the well-being of people worldwide through its business activities". Going forward, the Company will continue to face social issues head-on in order to build an ideal society with material and spiritual affluence through its business, take on the challenge of eliminating anxiety about the present and the future, and aim to create new value. It will also address various societal issues squarely, including global environmental issues, and pursue to make greater contribution to the development of society and the resolution of these issues. The Company believes these initiatives will lead to further improvement of business competitiveness, and through which, it will strive to continuously increase its corporate value by providing value that satisfies all stakeholders, including shareholders, investors, customers, business partners, and employees.

(b) Measures against large-scale purchase

Panasonic has a basic policy that shareholders should make final decision in the event that a large-scale purchase of the Company's shares is offered, regarding whether or not the offer should be accepted. However, in such cases, there is a possibility that shareholders might not be provided with sufficient information required to make appropriate decisions, and a concern that corporate value and shareholder interest might be significantly damaged.

Panasonic will take appropriate measures within the scope permitted by the Financial Instruments and Exchange Act, the Companies Act, and other related laws and regulations, including requesting any party proposing a Large-scale Purchase of the Company's shares to provide sufficient information necessary to assist shareholders in making appropriate decisions, expressing or disclosing opinions or other statements from the Board of Directors, and endeavoring to secure sufficient time for shareholders to consider the proposed purchase. Before the Board of Directors' opinions or other statements are expressed or disclosed, the Company will set up an independent committee comprising Outside Directors and Outside Audit & Supervisory Board Members and the Board of Directors will consult this committee regarding its opinion and treat the committee's verdict with the utmost respect.

(2) Member of the Board of Directors and Audit & Supervisory Board Members

1) List of Member of the Board of Directors and Audit & Supervisory Board Members

Consisting of 14 men and 3 women (the ratio of women members in the Board of Directors and Audit & Supervisory Board Members is 17.6%.)

Title	Name	Date of birth		Brief personal records	Term of office	Share ownership (100 shares)
Director, Chairperson of the Board	Kazuhiro Tsuga	November 14, 1956	Apr. 1979	Joined the Company;
			June 2001	Director, Multimedia Development Center;
			June 2004	Executive Officer of the Company / In charge of Digital Network & Software Technology;
			Apr. 2008	Managing Executive Officer of the Company / President, Panasonic Automotive Systems Company;
			Apr. 2011	Senior Managing Executive Officer of the Company / President, AVC Networks Company;	Note 5	3,906
			June 2011	Senior Managing Director of the Company;
			June 2012	President of the Company;
			June 2017	Representative Director,
				President of the Company/ President of the Company / Chief Executive Officer (CEO);
			June 2021	Director, Chairperson of the Board (current position).
Representative Director/ President/ Group CEO/ Group CSO	Yuki Kusumi	January 22, 1965	Apr. 1989	Joined the Company;
			Oct. 2012	Director, TV Business Division, Network Business Group, AVC Networks Company;
			Apr. 2014	Executive Officer of the Company / Senior Vice President, Appliances Company / In charge of Home Entertainment and Beauty Living Business / Director, Home Entertainment Business Division;
			Nov. 2015	Vice President, Appliances Company / In charge of Home Appliances Business;
			Apr. 2017	Vice President, Appliances Company / In charge of TV, Imaging Products Business /
				In charge of Major Appliances Business;
			Jan. 2018	Vice President, Automotive & Industrial Systems Company / Director, Rechargeable Battery Business Division, SANYO Electric Co., Ltd.;	Note 5	1,004
			Apr. 2018	Vice President, Automotive & Industrial Systems Company / Director, Automotive Energy Business Division, SANYO Electric Co., Ltd.;
			Apr. 2019	Managing Executive Officer of the Company / In charge of Automotive Segment / CEO, Automotive Company;
			Apr. 2021	Chief Executive Officer (CEO);
			June 2021	Representative Director/
				President of the Company (current position).
			Oct. 2021	Group Chief Executive Officer (Group CEO) / Group Chief Strategy Officer (Group CSO) (current position).
Representative Director/ Executive Vice President/	Tetsuro	October 28,	Apr. 1985	Joined the Company;
Group Regional Head for	Homma	1961
China & Northeast Asia
			June 2012	General Manager, Corporate Planning Group;
			Oct. 2013	Executive Officer of the Company;
			Apr. 2015	Managing Executive Officer of the Company;
				President, Appliance Company;
			June 2015	Managing Director of the Company;
			Apr. 2016	Senior Managing Director of the Company;
			June 2017	Senior Managing Executive Officer of the Company;
			Apr. 2019	CEO, China & Northeast Asia Company;
			June 2019	Representative Director of the Company (current position);	Note 5	354
			Apr. 2020	Chairman, Panasonic Corporation of China (current position);
			Apr. 2021	Executive Vice President of the Company (current position);
			Oct. 2021	President, Panasonic Operational Excellence China & Northeast Asia, Panasonic Operational Excellence Company;
			Apr. 2022	Group Regional Head for China & Northeast Asia (current position) / President, Panasonic Operational Excellence China & Northeast Asia, Panasonic Operational Excellence Co., Ltd. (current position).
Representative Director/ Executive Vice President/	Mototsugu	October 17,	Apr. 1979	Joined Matsushita Electric Works, Ltd. (MEW);
Group CRO/ Representative Director, Member of the	Sato	1956
Board, President, Panasonic Operational Excellence Co., Ltd.
			Apr. 2008	Executive Officer, MEW;
			Apr. 2011	Senior Executive Officer, Panasonic Electric Works Co., Ltd. (former MEW);
			Oct. 2013	Executive Officer of the Company / In charge of Planning;
			June 2014	Director of the Company;
			Apr. 2015	Managing Director of the Company;
			Apr. 2016	Senior Managing Director of the Company / In charge of Human Resources;
			Mar. 2017	CEO, Panasonic Holding (Netherlands) B.V.;	Note 5	1,146
			June 2017	Representative Director of the Company (current position) / Senior Managing Executive Officer of the Company / Chief Strategy Officer (CSO) / Chief Human Resources Officer (CHRO);
			Apr. 2019	Executive Vice President of the Company (current position);
			Aug. 2019	CEO, US Company;
			Oct. 2021	Group Chief Risk Management Officer (Group CRO) (current position) / President, Operational Excellence Company;
			Apr. 2022	Representative Director, Member of the Board, President, Panasonic Operational Excellence Co., Ltd. (current position)
Representative Director/ Executive Vice President/ Group CFO	Hirokazu Umeda	January 13, 1962	Apr. 1984	Joined the Company;
			Oct. 2012	General Manager, Corporate Management Support Group, Corporate Strategy Division;
			Apr. 2017	Executive Officer of the Company / In charge of Accounting and Finance;
			June 2017	Director of the Company / Executive Officer of the Company / Chief Financial Officer (CFO);
			Apr. 2018	Managing Executive Officer of the Company / President, Panasonic Equity Management Japan Co., Ltd. (now Panasonic Equity Management Japan G.K.) (current position);	Note 5	535
			Sep. 2019	CEO, Panasonic Holding (Netherlands) B.V. (current position);
			Apr. 2021	Senior Managing Executive Officer of the Company;
			Oct. 2021	Group Chief Financial Officer (Group CFO) (current position);
			Apr. 2022	Executive Vice President of the Company (current position);
			June 2022	Representative Director of the Company (current position).
Director	Shinobu Matsui	January 27, 1977	Oct. 1999	Joined Ota Showa & Co. (current Ernst & Young ShinNihon LLC);
			Oct. 2001	Joined PricewaterhouseCoopers Tax Office (current PwC Tax Japan);
			Mar. 2014	Corporate Auditor, Uzabase, Inc.;
			Aug. 2015	Joined Uzabase, Inc. (retired as Corporate Auditor, Uzabase, Inc.);
			Jan. 2018	Executive Officer (Head of Corporate Division), Uzabase, Inc.;
			Jan. 2019	Executive Officer, Chief Operating Officer, Uzabase, Inc.;	Note 5	-
			Jan. 2020	Executive Officer, Chief People and Administration Officer, Uzabase, Inc.;
			Mar. 2021	Board Director, Chief People and Administration Officer, Uzabase, Inc. (current position);
			June 2021	Director of the Company (current position);
			Jan. 2022	Board Director and Group Executive Officer, Uzabase, Inc. (current position).
Director	Kunio Noji	November 17, 1946	June 2007	President and Representative Director, and CEO, Komatsu Ltd.;
			Apr. 2013	Representative Director and Chairman of the Board, Komatsu Ltd.;	Note 5	50
			June 2019	Senior Advisor, Komatsu Ltd. (current position)/ Director of the Company (current position).
Director	Michitaka Sawada	December 20, 1955	June 2012	Representative Director, President and Chief Executive Officer, Kao Corporation;
			June 2020	Director of the Company (current position);	Note 5	-
			Jan. 2021	Director, Chair, Kao Corporation (current position).
Director	Kazuhiko Toyama	April 15, 1960	Apr. 2003	Senior Representative Director (COO), Industrial Revitalization Corporation of Japan;
			Apr. 2007	Representative Director (CEO), Industrial Growth Platform, Inc.;
			June 2016	Director of the Company (current position);	Note 5	200
			Oct. 2020	Chairman, Industrial Growth Platform, Inc. (current position);
			Dec. 2020	Representative Director, President, Japan Platform of Industrial Transformation, Inc. (current position).
Director	Yoshinobu Tsutsui	January 30, 1954	Apr. 2011	President, Nippon Life Insurance Company;
			June 2015	Director of the Company (current position);	Note 5	-
			Apr. 2018	Chairman, Nippon Life Insurance Company (current position).
Director/	Yoshiyuki	December 5,	Apr. 1983	Joined the Company;
Executive Vice President	Miyabe	1957
			Apr. 2008	Executive Officer of the Company;
			Apr. 2011	Managing Executive Officer of the Company;
			June 2011	Managing Director of the Company;
			Apr. 2013	President, AVC Networks Company;
			Apr. 2014	Senior Managing Director of the Company;
			June 2017	Senior Managing Executive Officer of the Company / Chief Technology Officer (CTO) / Chief Manufacturing Officer (CMO) / Chief Quality Officer (CQO) / Chief Procurement Officer (CPO) / Chief Information Officer (CIO);	Note 5	1,361
			Apr 2022	Executive Vice President of the Company (current position);
			June 2022	Director of the Company (current position).
Director/ Executive Officer/ Group GC	Ayako Shotoku	June 10, 1968	Apr. 1991	Joined the Company;
			Oct. 2021	Managing Officer, General Counsel (GC), Automotives Company / Chief Risk Management Officer (CRO) / Director, Legal Affairs Center / In charge of Legal Strategy, Corporate Strategy and Technology Sector;	Note 5	75
			Apr. 2022	Executive Officer of the Company / Group General Counsel (Group GC) (current position);
			June 2022	Director of the Company (current position).
Senior Audit & Supervisory Board Member	Toshihide Tominaga	August 3, 1957	Apr. 1980	Joined the Company;
			Jan. 2013	Senior Councilor, Accounting Center, Industrial Devices Company ;
			June 2016	President, Panasonic Industrial Devices SUNX Co., Ltd.;	Note 6	161
			June 2018	Corporate Advisor, Panasonic
				Industrial Devices SUNX Co., Ltd.;
			June 2019	Senior Audit & Supervisory Board Member of the Company (current position).
Senior Audit & Supervisory Board Member	Eiji Fujii	March 7, 1960	Apr. 1984	Joined the Company;
			July 2015	Managing Officer, Automotive & Industrial Systems Company of the Company/Director, Engineering Division;
			Apr. 2017	Executive Officer of the Company/ Vice President, Automotive & Industrial Systems Company/ In charge of Technology and Director, Engineering Division;	Note 7	196
			Apr. 2019	Executive Officer of the Company / Vice President, Industrial Solutions Company /
				In charge of Technology and Director, Engineering Division / In charge of Intellectual Property;
			June 2020	Senior Audit & Supervisory Board Member of the Company (current position).
Audit & Supervisory Board Member	Akihiro Eto	April 7, 1960	Jan. 2019	COO and Representative Executive Officer, President, Bridgestone Corporation;
			Mar. 2019	Director, COO and Representative Executive Officer, President, Bridgestone Corporation;
			July 2020	Director, Bridgestone Corporation;
			Nov. 2021	Member of the Supervisory Board and its Audit Committee, Daimler Truck AG (current position);	Note 8	-
			Dec. 2021	Member of the Supervisory Board and its Audit Committee, Daimler Truck Holding AG (current position);
			June 2022	Audit & Supervisory Board Member of the Company (current position).
Audit & Supervisory Board	Akihiko	May 14,	Sep. 1986	Registered as Certified Public Accountant (Japan) (current position);
Member	Nakamura	1957
			July 1998	Representative Partner, Aoyama Audit Corporation,
				Partner, PricewaterhouseCoopers Co., Ltd. (PwC);
			Apr. 2000	Representative Partner, ChuoAoyama Audit Corporation;
			Sep. 2006	Representative Partner, Aarata Kansa Hojin (current PricewaterhouseCoopers Aarata LLC);	Note 8	-
			July 2017	President, Akihiko Nakamura CPA Office (current position);
			June 2022	Audit & Supervisory Board Member of the Company (current position).
Audit & Supervisory Board Member	Setsuko	March 28, 1952	Apr. 1981	Registered as Attorney at Law (Japan) (current position);
	Yufu
			Sep. 1986	Joined Loeff Claeys Verbeke (Brussels) (now Allen & Overy (Brussels));
			Jan. 2002	Partner, Atsumi & Usui (now Atsumi & Sakai Janssen Foreign Law Joint Enterprise) (current position);	Note 7	-
			June 2020	Audit & Supervisory Board Member of the Company (current position).
Total						8,990

(Notes)

1. "Share ownership" of less than 100 shares has been omitted.

2. Ayako Shotoku's name on the family register is Ayako Kurama.

3. Shinobu Matsui, Kunio Noji, Michitaka Sawada, Kazuhiko Toyama, and Yoshinobu Tsutsui are outside directors.

4. Akihiro Eto, Akihiko Nakamura, and Setsuko Yufu are outside Audit & Supervisory Board Members.

5. The term of office of Directors, which commenced from the conclusion of the Ordinary General Meeting of Shareholders for the year ended March 31, 2022, shall expire at the conclusion of the Ordinary General Meeting of Shareholders for the year ending March 31, 2023.

6. The term of office of Toshihide Tominaga, Audit & Supervisory Board Member, which commenced from the conclusion of the Ordinary General Meeting of Shareholders for the year ended March 31, 2019, shall expire at the conclusion of the Ordinary General Meeting of Shareholders for the year ending March 31, 2023.

7. The term of office of Eiji Fujii and Setsuko Yufu, Audit & Supervisory Board Members, which commenced from the conclusion of the Ordinary General Meeting of Shareholders for the year ended March 31, 2020, shall expire at the conclusion of the Ordinary General Meeting of Shareholders for the year ending March 31, 2024.

8. The term of office of Akihiro Eto and Akihiko Nakamura, Audit & Supervisory Board Members, which commenced from the conclusion of the Ordinary General Meeting of Shareholders for the year ended March 31, 2022, shall expire at the conclusion of the Ordinary General Meeting of Shareholder for the year ending March 2026.

9. Main responsibilities and position are provided in the Title column.

10. Management execution of Panasonic group is mainly conducted by Executive Officers.

Title	Name	Responsibility
President	Yuki Kusumi	Group Chief Executive Officer (Group CEO), Group Chief Strategy Officer (Group CSO)
Executive Vice President	Tetsuro Homma	Group Regional Head for China & Northeast Asia
		^* President, Panasonic Operational Excellence China and Northeast Asia, Panasonic Operational Excellence Co., Ltd.
		Chairperson, Panasonic Corporation of China
Executive Vice President	Yoshiyuki Miyabe	Representative in Tokyo in charge of Government and External Relations, and Solutions Partners
Executive Vice President	Mototsugu Sato	Group Chief Risk Management Officer (Group CRO)
		In charge of Procurement and Logistics
		Occupational Safety and Health Director
		^* Representative Director, Member of the Board, President, Panasonic Operational Excellence Co., Ltd., Chief Executive Officer (CEO), In charge of DEI Promotion
Executive Vice President	Hirokazu Umeda	Group Chief Financial Officer (Group CFO)
		In charge of Group MUDA Busters Project and Facility Management CEO, Panasonic Holding (Netherlands) B.V.
		President, Panasonic Equity Management Japan G. K.
		In charge of Prime Life Technologies Corporation
Executive Officer	Yoky Matsuoka	Director, Life Solutions Business Division
Executive Officer	Shigeki Mishima	Group Chief Human Resources Officer (Group CHRO)
		In charge of General Affairs and Social Relations, CSR and Corporate Citizenship Activities, DEI Promotion, and Construction Safety and Regulations Administration
		^* Director, Member of the Board, Executive Officer, Panasonic Operational Excellence Co., Ltd., Chief Human Resources Officer
		(CHRO), In charge of General Affairs, CSR and Corporate Citizenship Activities
Executive Officer	Yoshihiro Morii	In charge of Brand and Communications Strategy
		^* Executive Officer, Panasonic Operational Excellence Co., Ltd. In charge of Brand and Communications
Executive Officer	Masashi Nagayasu	In charge of Prime Planet Energy & Solutions, Inc.
		^* Representative Director, Member of the Board, President, Panasonic Automotive Systems Co., Ltd., Chief Executive Officer (CEO), In charge of DEI Promotion
Executive Officer	Tatsuo Ogawa	Group Chief Technology Officer (Group CTO)
		In charge of Pharmaceutical Affairs and Corporate Innovation & Venture Strategy
Executive Officer	Ayako Shotoku	Group General Counsel (Group GC)
Executive Officer	Hajime Tamaoki	Group Chief Information Officer (Group CIO)
		President, Panasonic Information Systems Co., Ltd.
Executive Officer	Shigeo Usui	In charge of Design
		^* Executive Officer, Panasonic Corporation
		In charge of Customer Experience Director, Design Division

^* Responsibility at the Operating Companies other than Panasonic Holdings Corporation

2) Outside Directors and Outside Audit & Supervisory Board Members (A&SB Members)

The Company elects five (5) Outside Directors and three (3) Outside A&SB Members.

Mr. Kunio Noji, an Outside Director of the Company, as is described in "1) Member of the Board of Directors and Audit & Supervisory Board Members," holds Panasonic shares, but does not have any other noteworthy relationships with the Company.

Mr. Kazuhiko Toyama, an Outside Director of the Company, as is described in "1) Member of the Board of Directors and Audit & Supervisory Board Members," holds Panasonic shares, but does not have any other noteworthy relationships with the Company.

Mr. Yoshinobu Tsutsui, an Outside Director of the Company, is a Chairman of Nippon Life Insurance Company. Although Nippon Life Insurance Company is one of the Major Shareholders of Panasonic, Mr. Tsutsui does not have any other noteworthy relationships with the Company.

Note: Major Shareholders: Shareholders listed in (6) Major Shareholders of 1. Information on the Company's Stock, etc.

As for the five (5) Outside Directors, the Company elects them based on the independency stated in the Independence Standards for Outside Directors / Audit & Supervisory Board Members (A&SB Members) that the Company established, and the policy that the election will enhance and strengthen the effectiveness of the monitoring performed by the Board of Directors regarding the execution of business by Directors, from an objective and neutral standpoint. As for the three (3) Outside A&SB Members, the Company appoints them based on the independency stated in the Independence Standards for Outside Directors / Audit & Supervisory Board Members (A&SB Members) that the Company established, and the policy that the election will enhance and strengthen the effectiveness of the audits performed by A&SB Members regarding the execution of business by Directors, from an objective and neutral standpoint.

Outside Directors are expected to contribute to the management of the Group by reflecting their extensive experience and deep insight in business management and specialized fields. Outside A&SB Members are expected to appropriately audit the execution of duties by Directors and to provide beneficial advice to the business management of the Group based on their extensive careers and experience as the executive of a corporation, the certified public accountant, and the lawyer.

The Company has established the Independence Standards for Outside Directors / Audit & Supervisory Board Members (A&SB Members) based on the independence standard required by financial instruments exchange such as Tokyo Stock Exchange. Accordingly, all of the Outside Directors and Outside A&SB Members are notified to the financial instrument exchanges as "independent directors/audit & supervisory board members" defined in article 436-2 and others of Securities Listing Regulations of the Tokyo Stock Exchange, who is unlikely to have conflicts of interest with Panasonic's general shareholders.

[Overview of the Independence Standards for Outside Directors / Audit & Supervisory Board Members (A&SB Members)]

The following persons are not considered independent.

(1) A person executing the operations of a parent company or a subsidiary of the parent company of the Company. (Including a person who corresponds to the person recently or previously, hereinafter, "executing person")

(2) A person or an executing person of such person who has a major business relationship with the Company, or a person or an executing person of such person with whom the Company has a major business relationship.

(3) A consultant, accounting expert, or legal expert who receives a significant amount of money or other property from the Company other than compensation as a Director / A&SB Member. If the person who receives such property is an organization such as a legal entity or association, a person who belongs or belonged to the organization corresponds to the relevant person.

(4) A principal shareholder of the Company (If a principal shareholder is a legal entity, an executing person of such legal entity)

(5) A close relative listed in items numbered (1) to (4) above (A second-degree or closer relative applies. The same applies, hereinafter) or a close relative of an executing person of the Company or subsidiary of the Company (If an Outside A&SB Member is appointed to as an independent Director / A&SB Member, the person who is or who was a non-executing director / accounting advisor is included in the executing person).

(Notes)

i) In the items numbered (1), (2), (4) and (5) above, an "executing person" corresponds to any of the following.

―	A Director who is an executive director, an executive officer (shikkouyaku) or a director / A&SB Member who executes business of a legal entity, etc.
―	An employee who executes business, a person responsible of serving duties of an employee who executes business of a legal entity in the case that the legal entity is an employee executing business, or other such equivalent person.
―	An employee

Also, the wording "recently" shall be assumed to be the point of time when the item of the agenda of the shareholders' meeting appointing the person as a Director or an A&SB Member are decided, and the wording "previously" shall be assumed to be "within the last three years."

ii) In the item (2) above, "major" shall be applied to the case in which the amount of the transaction between the Company and a person whom the Company has a business relationship, exceeds 2% of either of their annual consolidated sales.

iii) In the item (3) above, "significant" shall be applied to the case in which the person (individual) or the organization such as a legal entity or association to which a service provider belongs, in providing a service to the Company, corresponds to any of the followings. A person "belongs or belonged" includes not only a partner, but also an associate as it is so called.

―	A person oneself who provides a service: Receives compensation of more than or equal to 12 million yen per year from the Company.
―	An organization to which a service provider belongs: The amount of the transaction between the Company and the organization exceeds 2% of either of their annual consolidated sales. "A person who belonged to an organization" shall be assumed to be identified based on whether the person belonged to the organization within the last three years.

iv) In the item (4) above, "a principal shareholder" shall mean a shareholder holding 10% or more of the voting rights of the Company.

v) In the item (5) above, "A person who was a non-executive director / an accounting advisor" shall be assumed to be identified based on whether the person was in the position in the last three years.

3) Mutual cooperation in monitoring or audit by Outside Director or Outside A&SB Members and internal audit, audit by A&SB members and accounting audit, and relationship with internal control department

Outside Directors directly or indirectly cooperate with the internal audit, audit by A&SB Members and accounting audit, receive reports from the Internal Control Department and conduct an effective monitoring through reports on financial results at the Board of Directors and through reviews of the basic policy regarding the development of the internal control systems and other methods.

Outside A&SB Members directly or indirectly cooperate with the internal audit, audit by A&SB Members and accounting audit, receive reports from the Internal Control Department and conduct an effective monitoring through reports on financial results at the Board of Directors, through reviews of the basic policy regarding the development of internal control systems, exchanges of opinions and information at A&SB and other methods.

(3)Audit Status

1) Status of audit conducted by Audit & Supervisory Board Members (A&SB Members)

A&SB Members participate in the general meetings of shareholders and the Board of Directors, receive reports from Directors, Executive Officers, employees and Accounting Auditors, and exercise other auditing authority granted to A&SB Members under the law. Full-time Senior A&SB Members also attend important meetings and conduct visiting audits to business offices in order to ensure effective audits. In order to augment the internal auditing functions in the Group, the Company assigns seventeen (17) full-time A&SB Members and Audit & Supervisory Officers (A&SOs) of the Group Companies including the Operating Companies, who directly report to the Senior A&SB Members of the Company, to the Operating Companies and their Divisional Companies. The Company has also established the Panasonic Group Audit & Supervisory Board Members' Meeting (comprising Senior A&SB Members of the Company, and A&SB Members of the Group Companies), chaired by the Senior A&SB Member of the Company, to enhance coordination between the Company's Senior A&SB Members, and A&SOs and audit & supervisory board members of the Group companies, for effective functioning of the entire group corporate governance. In addition, in the course of the performance of their duties, A&SB Members ensure to conduct efficient audits, by maintaining close cooperation with the Internal Audit Committee," which controls the overall internal audit activities and where Senior A&SB Members attend as observers, and understanding the total picture of monitoring and auditing by relevant functions of the Company. A&SB regularly receives from the Internal Audit Committee reports regarding the status involving the internal control system and results of audits. A&SB may request the Internal Audit Committee or Accounting Auditors to conduct an investigation, if necessary. Also, in order to enhance the effectiveness of the audits conducted by A&SB Members and to ensure the smooth implementation of audits, the Company has established an A&SB Member's Office with full-time staff under the direct control of the A&SB.

Mr. Toshihide Tominaga, a Senior A&SB Member of the Company, has substantial finance and accounting knowledge, having held the position of Managing Officer of the accounting sections in the Company.

Mr. Akihiko Nakamura, Outside A&SB Member of the Company, has substantial finance and accounting knowledge, having held the career experiences with a corporate accounting in global companies in Japan and overseas for long periods as a certified public accountant.

Based on audit policies and plans the A&SB developed, the A&SB has received 15 reports from management to confirm the status of execution of duties. The A&SB has also received reports on the results of audits conducted by Senior A&SB Members of the Company and other activities, inspected the records of approval of important decisions, and checked the contents of reports made to the Audit Report System and responses to the reports. At the end of each quarter and fiscal year, the A&SB checks the Company's financial results and report documentations on the reviews and the audits conducted by accounting auditors, and compiles an Audit Report as the A&SB, evaluates the accounting auditors, determines re-election or non-reelection of each of the accounting auditors, and confirms compliance with law and regulations regarding the agendas of the General Meeting of Shareholders.

The A&SB held total of the 13 A&SB meetings for the fiscal year ended March 31, 2022, and each meeting took two (2) hours and fifty (50) minutes. The attendance rate was 100% (Senior A&SB Members: 100%, Outside A&SB Members: 100%).

The attendance rate of A&SB Members at the A&SB meetings

Classification	Name	Number of meetings held during the term	Number of attendance	Attendance Rate	Remarks
Senior A&SB Member	Toshihide Tominaga	13	13	100%	‐
Senior A&SB Member	Eiji Fujii	13	13	100%	‐
Outside A&SB Member	Yoshio Sato	13	13	100%	‐
Outside A&SB Member	Toshio Kinoshita	13	13	100%	‐
Outside A&SB Member	Setsuko Yufu	13	13	100%	‐

2) Status of internal audits

(Audit policy)

Internal audits of the Company cover its overall management, including operations, organizations, and systems, and include audits of management, operations, finance, compliance, and internal controls.

(Audit organization and personnel)

The internal audits of the Group are conducted based on an audit plan developed for each of the fiscal years under the approval of the Group CEO, the Group CFO, and the "Internal Audit Committee" according to the types of audits. In accordance with the condition identified from the audits, managers of the audit department reports the results of audits to the Board of Directors, the A&SB, the Group CEO, the Group CFO, and the departments concerned. The "Internal Auditing Department" of Panasonic Operational Excellence Co., Ltd. has 19 personnel and the "Internal Control Promotion Office" which supervises internal control over financial reporting has 15 personnel.

In addition, the internal audit function is established in each of the Operating Companies of the Group and internal audits are conducted based on an audit plan under the approval of the CEO of each Operating Company.

(Efforts to enhance the effectiveness of audits)

The Company has established the "Internal Audit Committee" that reports directly to the Group CEO, to ensure optimal auditing and monitoring for the entire Group.

The "Internal Audit Committee" shall ensure the independence and objectivity of each internal audit through sound mutual checks and balances under the co-chairmanship of the Group CFO and Group GC. Group CROs also participate as committee members to ensure coordination with business activities and risk management activities throughout the Group. The "Internal Audit Committee" regularly checks the internal auditing functions of the Operating Companies.

The "Internal Audit Committee" supervises and directs internal audits based on reports from the Group CxO and the Operating Companies. In cooperation with the Audit & Supervisory Board, the "Internal Audit Committee" has established a group audit system by regularly reporting to the Group CEO and the Board of Directors.

3) Status of accounting audit

a) Audit corporation

KPMG AZSA LLC

b) The length of years the Accounting Auditor has served

For 19 years

c) CPA having executed accounting audit works

CPA having executed accounting audit works	Audit corporation to which CPA belongs
Takashi Kondo	KPMG AZSA LLC
Masaki Hirota	KPMG AZSA LLC
Masato Nakagawa	KPMG AZSA LLC

d) Audit assistance for Panasonic Corporation

Working with to assist the above accountants in conducting audit of the Company were 145 certified public accountants and 120 other people.

e) Policies and reasons for selecting an auditing corporation and evaluation of an accounting auditor by A&SB Members and A&SB

A&SB confirms and evaluates independency of the auditing system conducted by accounting auditors, its quality, and accounting fees, and determines validity of election and reelection of accounting auditors. Based on the thorough confirmation of the above mentioned points, the Company reelected KPMG AZSA LLC as our accounting auditor for the fiscal year ended March 31, 2022. In the event that dismissal of an accounting auditor is valid pursuant to any of the provisions of Article 340, Paragraph 1 of the Companies Act, A&SB may dismiss the accounting auditor with the approval of all A&SB Members. In addition, in the event that appropriate audit by an accounting auditor is not expected for any reason, A&SB shall determine the content of a proposal calling for dismissal or non-reelection of the accounting auditor, for submission to a general meeting of shareholders.

f) Matters related to a disposition of suspension of services against accounting auditors

There is no item that falls under a disposition of suspension of services.

4) Accounting fees

a) Fees to Certified Public Accountants (KPMG AZSA LLC)

	Fiscal year ended March 31, 2022		Fiscal year ended March 31, 2021
Category	Fees for audit services (Millions of yen)	Fees for non-audit services (Millions of yen)	Fees for audit services (Millions of yen)	Fees for non-audit services (Millions of yen)
Panasonic Corporation	837	22	836	28
Consolidated subsidiaries	330	-	335	8
Total	1,167	22	1,171	36

Fees for non-audit services paid by Panasonic Corporation to the Company's accounting auditors, KPMG AZSA LLC, are mainly paid for services including the creation of comfort letters as part of bond issue for the year ended March 31, 2022 and advisory services relating to accounting matters for the year ended March 31, 2021.

Fees for non-audit services paid by its consolidated subsidiaries to the Company's accounting auditors, KPMG AZSA LLC, are mainly paid for advisory services relating to accounting matters for the year ended March 31, 2021.

b) Fees to Certified Public Accountants (KPMG Group excluding above a) KPMG AZSA LLC)

	Fiscal year ended March 31, 2022		Fiscal year ended March 31, 2021
Category	Fees for audit services (Millions of yen)	Fees for non-audit services (Millions of yen)	Fees for audit services (Millions of yen)	Fees for non-audit services (Millions of yen)
Panasonic Corporation	-	268	-	267
Consolidated subsidiaries	2,096	319	2,006	410
Total	2,096	587	2,006	677

Fees for non-audit services paid by Panasonic Corporation to the Company's accounting auditors, KPMG Group excluding KPMG AZSA LLC, are mainly paid for advisory services relating to accounting and tax matters for the year ended March 31, 2022 and 2021.

Fees for non-audit services paid by its consolidated subsidiaries to the Company's accounting auditors, KPMG Group excluding KPMG AZSA LLC, are mainly paid for advisory services relating to accounting and tax matters for the year ended March 31, 2022 and 2021.

c) Details of other important fees for audit services

There were no material audit fees paid by some of consolidated subsidiaries of Panasonic Corporation to the accounting auditors other than the Company's accounting auditor, KPMG AZSA LLC and KPMG Group for the year ended March 31, 2022 and 2021.

d) Policy on determination of audit fees

In determining the amount of audit fees, the Company considers matters that include the number of days of audit, taking into consideration of the size of the Company, the scope and characteristics of the audit, etc.

e) Grounds for approval of accounting auditors' remuneration, etc. by Audit & Supervisory Board

A&SB reviewed matters including the content of the accounting auditors' audit plan, progress made in performing audits, and the basis on which remuneration estimates are calculated. After deliberating on these matters, A&SB granted the consent required pursuant to Article 399, Paragraph 1 of the Companies Act for the compensation, etc. paid to the accounting auditors.

(4) Remuneration for Directors and Audit & Supervisory Board Members (A&SB Members)

1) Policy on determining amount and process of Directors and A&SB Members

(a) Policy

The Company's remuneration system for Directors comprises a fixed remuneration which is the "basic remuneration," a short-term incentive which is the "performance-based remuneration," and a long-term incentive which is the "restricted stock as remuneration," based on the duties of Directors. The ratios between the basic remuneration, the performance-based remuneration (when standard values were achieved), and the restricted stock compensation are set at 1:0.75:0.25 generally. Outside Directors and A&SB Members receive only a fixed compensation or the "basic remuneration" in the form of monthly monetary remuneration. The optional Nomination and Compensation Advisory Committee, majority-staffed and chaired by independent Outside Directors, deliberates on the appropriateness of the Company's policy and system for determining remuneration of Directors and reports the results to the Board of Directors. The Board of Directors makes a resolution on the policy for determining the remuneration based on the report. The outline is provided below. The Company determines the amounts of the basic remuneration based on the roles of recipients, taking also into account the management environment, and the remuneration trends of other companies.

The "performance-based remuneration" is provided to boost motivation to improve business performance, and its amount is determined based on a single-year performance evaluation of the entire Company and a specific business of which a Director is in charge. The "performance-based remuneration" is designed in a way that the amount of payment will increase according to the results. The payment rate of the basic remuneration ranges from 0% to 150% (when the standard value is achieved: 75%). The performance is measured using a combination of key management indicators which the Company should continue to attach importance to, such as adjusted operating profit (Note), net profit attributable to Panasonic Corporation stockholders and operating cash flows. Specifically, the performance of Directors is evaluated based on the comparison between the results of each of such indicators in the previous fiscal year and numerical targets of the fiscal year in which they are evaluated.

(Note)

A management indicator for Panasonic calculated by subtracting Cost of sales and Selling, general and administrative expenses from Net sales.

Based on the intended approach to a new medium- and long-term strategy for the Panasonic Group following the transition to an operating company system, the contents of the "performance based remuneration" system will be revised beginning from remuneration that is based on the fiscal 2023 results.

In addition to financial indexes focused on matters such as operating cash flows, evaluation items will be added for non-financial items such as environmental contributions and other matters related to sustainability, and a new section will be established to apply not only the results from the individual fiscal year, but also the medium-term results.

Restricted stock compensation is a type of stock compensation in which the restriction of transfer of shares is lifted subject to Directors serving the Company for a specified period of time, and is allocated with the aim of providing an incentive to continuously improve corporate value and promote further value sharing with the Company's shareholders. The ratio of the incentive option to the overall remuneration package is designed to increase as the position of the recipient Director gets higher. In addition, the amount for each recipient is set based on overall considerations of various factors, such as duties of each Director and the balance with monetary remuneration.

The "restricted stock as remuneration" is a system that a Director will pay out all of the monetary compensation obligations provided as remuneration by Panasonic as stock investment property, and receive issuance or disposition of Panasonic common share. Panasonic and each of applicable Directors shall sign a restricted stock allocation agreement every fiscal year.

During the current fiscal year, Panasonic allocated a total of 137,500 shares to its six Directors excluding Outside Directors, on July 14, 2021, at 1,239.5 yen per share, the closing price of Panasonic common stock on the First Section of the Tokyo Stock Exchange on June 23, 2021 (the business day prior to the resolution of the Board of Directors on the issuance of new shares as restricted stock compensation). The transfer restriction period for the shares allocated is from July 14, 2021 to July 14, 2024.

The specific details of the restricted stock allocation agreement are described below.

Specific details of the restricted stock allocation agreement

(1) Transfer restriction period

The Applicable Directors may not transfer, use as collateral or otherwise dispose of the common stock allocated under the restricted stock allotment agreement (the Allotment Agreement) (the Allotted Shares) for three years from the date of allocation or for a period of up to 30 years therefrom as determined by the Panasonic Board of Directors.

(2) Handling in the case of retirement

If an Applicable Director retires from his/her position as preassigned by the Panasonic Board of Directors before the expiration of the restriction period, Panasonic will at that time acquire the Allotted Shares without consideration, expect in the cases of term of office expiration, death, or any other justifiable reason.

(3) Lifting of the restriction period

Notwithstanding the provision of (1) above, Panasonic shall lift the restrictions for all the Allotted Shares at the end of the restriction period, provided that the Applicable Director remained in his/her position as preassigned by the Panasonic Board of Directors during the restriction period. However, in the case of term of office expiration, death or other justifiable reason, set forth in (2) above, if the Applicable Director retires from the position set forth in (2) above before the expiration of the restriction period, the number of Allotted Shares to be freed from restriction and the timing of restriction lifting shall be reasonably adjusted as necessary. In addition, Panasonic shall acquire without consideration, the Allotted Shares on which restrictions were not lifted, upon the lifting of the restrictions in accordance with the above-mentioned rules.

(4) Handling in the case of reorganization, etc.

Notwithstanding the provisions of (1) above, if a merger agreement that will eliminate Panasonic, or a share exchange agreement or a share transfer plan to make Panasonic a wholly owned subsidiary, or any other corporate reorganization measure is approved by the General Meeting of Shareholders (or by the Board of Directors in the case that such a reorganization measure does not require approval by the General Meeting of Shareholders), with regard to the number of Allotted Shares reasonably determined by resolution of the Board of Directors based on the period from the restriction period start date to the reorganization approval date, the restrictions shall be lifted prior to the effective date of the reorganization, etc. In addition, as stated above, Panasonic shall acquire without consideration, the Allotted Shares on which restrictions were not lifted, upon the lifting of the restrictions.

(5) Other matters

Other matters relating to the Allotment Agreement shall be determined by the Board of Directors.

(b) Determination of remuneration amount

Remuneration for Directors is determined within the framework of the maximum total amounts of remuneration for Directors which was determined by resolution of a general meeting of shareholders. As to the amounts of basic remuneration and performance-based remuneration to be paid and the number of shares to be allocated to each recipient, the Nomination and Compensation Advisory Committee examines whether these amounts and number are appropriate in light of the policy for determining the remuneration, and reports the results to the Board of Directors. The Board of Directors has left the decision-making on the remuneration solely to Representative Director, President of the Company who objectively comprehends and supervises overall business execution of the Panasonic Group. As Representative Director, President of the Company makes decisions as to basic remuneration, performance-based remuneration, and restricted stock compensation to each recipient in accordance with the results of deliberation at the Nomination and Remuneration Advisory Committee, the Board of Directors believes his decision is in line with the policy for determining remuneration. Five members of the Nomination and Remuneration Advisory Committee, Outside Director Hiroko Ota (Chair),

Outside Director Kazuhiko Toyama, Outside Director Yoshinobu Tsutsui, Director and Chairman of the Board (position at that time) Shusaku Nagae, and Representative Director and President (position at that time) Kazuhiro Tsuga, held a meeting to discuss the remuneration for the current fiscal year. As a result, Representative Director and President Yuki Kusumi (took office on June 24,2021) determined the details of the remuneration based on the results of the discussion.

Remuneration for A&SB Members is determined through discussions among A&SB Members within the framework of the maximum total amounts of remuneration for all the A&SB Members which was determined by resolution of a general meeting of shareholders.

(Note)

The aggregated limit for all the Directors' basic remuneration and the performance-based remuneration was determined to be an annual amount of 1,500 million yen by resolution passed at the General Meeting of Shareholders held on June 27, 2007. (The number of Directors subject to the resolution as of the resolution date was 19.) The aggregated remuneration limit for all the Outside Directors was determined to be an annual amount of 150 million yen within the above mentioned framework of annual amount of 1,500 million yen by resolution passed at the General Meeting of Shareholders held on June 24, 2021(The number of Directors subject to the resolution was six.)

Concerning the "restricted stock as remuneration" system, the total limit amount of remuneration that is paid to all the Directors (excluding Outside Directors) was decided to be an annual amount of 500 million yen by resolution passed at the General Meeting of Shareholder held on June 27, 2019. (This amount is outside the framework of the remuneration limit of annual 1,500 million yen mentioned above. The number of Directors subject to the resolution as of the resolution date was seven.)

The total remuneration limit for all the A&SB Members was concluded to be an annual amount of 140 million yen by resolution passed at the General Meeting of Shareholders held on June 27, 2007. (The number of A&SB Members subject to the resolution as of the resolution date was five.)

(c) Plan and result of indicators for performance-based remuneration for fiscal 2022

Matters concerning indicator for performance-based remuneration are described in (a) Policy. The list below describes the targets and results for the major indicators.

(Reference)

	(Unit: Billion yen)
Key indicator associated with performance-based remuneration (previous fiscal year, consolidated basis)	Target for fiscal 2020 (Initially announced value)	Result for fiscal 2020
Adjusted operating profit (Note)	220.0	307.2
Net profit attributable to Panasonic Corporation stockholders	100.0	165.1

(Note) A management indicator for Panasonic calculated by subtracting Cost of sales and Selling, general and administrative expenses from Net sales

2) Amount of remuneration on classification, type of remuneration, and its number of persons Amount of remuneration for Directors and A&SB Members

			Amount (Million yen)
Classification	Number of persons		Basic remuneration	Performance-based remuneration	Restricted stock as remuneration
Directors (other than Outside Directors)	8	1,128	571	404	153
A&SB Members (other than Outside A&SB Members)	2	80	80	―	―
Outside Directors	7	110	110	―	―
Outside A&SB Members	3	39	39	―	―

(Note) One Director who retired on June 21, 2021 and one Director who retired at the conclusion of the 114th Ordinary General Meeting of Shareholders held on June 24, 2021 are included in the above figures for Number of persons and Amounts. Restricted stock as remuneration is non-monetary remuneration.

Directors who received remuneration of 100 million yen or more

			Amount (Million yen)
Name	Classification		Basic remuneration	Performance-based remuneration	Restricted Stock as remuneration
Kazuhiro Tsuga	Director	218	101	90	27
Yuki Kusumi	Director	182	92	34	56
Tetsuro Homma	Director	148	82	66	―
Mototsugu Sato	Director	170	79	68	23
Yasuyuki Higuchi	Director	157	75	63	19
Hirokazu Umeda	Director	124	67	41	16

(Note) Restricted stock as remuneration is non-monetary remuneration.

(5) Information on shareholdings

1) Standards and policies on classification of investment securities

The Company classifies investment securities into two (2) categories of being held for pure investment purpose and for purposes other than pure investment. Investment securities held for pure investment purposes refer solely to those are held purposed for being benefited from fluctuation in the values of shares or from dividend in relation to the shares. The Company did not hold any investment securities for pure investment purposes in the fiscal year ended March 31, 2022, under the policy of not holding securities for pure investment purposes.

2) Investment securities held for purposes other than pure investment

a. Examination method of the shareholding policies and its rationality and details of verification at the Board of Directors, etc. concerning appropriateness of holding each of shares

[Policy on shareholding]

In addition to holding shares of affiliated companies, the Company acquires and holds shares or interests of other companies, if it confirms the holding is necessary and meaningful to increase its mid- to long-term corporate value, considering comprehensively its business strategies and business relations with such partners, among other factors. Such holding is limited to strategic partners which the Company has a close business relation to.

[Examination of rationality in holding]

For shares other than those of affiliated companies, the Company determines that shareholding shall be limited to a minimum necessary, and every year at the Board of Directors Meetings, examines purpose of acquisition and holding each share and cost and benefit with consideration of capital cost, and periodically judges the appropriateness of holding. Based on its examination result, the Company considers disposing and reducing the shares if it determines that the holding cannot be justified.

[Examination at the Board of Directors]

The Board of Directors examined the holding shares other than those of affiliated companies from qualitative perspective such as holding under strategic alliances, holding for further expansion of business transactions, and holding for stable raw materials procurement which is vital for the Company's businesses. In addition, the examination was made from quantitative perspective such as whether return on investment ratio from shareholdings has surpassed capital cost of the Company. As a result, the Board of Directors concluded that all shares have been appropriately held.

b. Number of securities and amount recorded in the balance sheet

	Number of shares held (Stock name)	Total amount recorded in the balance sheet (Million yen)
Unlisted shares	107	13,926
Other than unlisted shares	28	46,002

(Increase in the number of securities held as of March 31, 2022)

	Number of shares held (Stock name)	Total amount acquired due to increase in number of share held (Million yen)	Reasons of increase
Unlisted shares	3	545	Obtain information, knowhow
Other than unlisted shares	3	1	- Maintenance and expansion of business competitiveness - Due to the new listing, the equity will be classified as a specified investment stock from the current fiscal year. - Changed from affiliated company stock to specified investment stock due to partial sale of equity

(Decrease in the number of securities held as of March 31, 2022)

	Number of shares held (Stock name)	Total amount sold due to decrease in number of shares held (Million yen)
Unlisted shares	7	5,905
Other than unlisted shares	5	1,844

c. Number of securities per stock name for specified investment and for being regarded as holding, amount recorded in the balance sheet

Specified investment securities

	As of March 31, 2022	As of March 31, 2021	Purpose of holding, effect of quantitative holding, reason of increase in the number of	Ownership of Panasonic share:
			shares held	Y / N
Stock name	Number of shares (shares)	Number of shares (shares)
	Balance sheet amount (Million yen)	Balance sheet amount (Million yen)
PHC Holdings Corporation	11,266,836	-	Expecting independence and growth after listing Due to the new listing in be classified as a specified investment stock from the current fiscal year.	N
	20,370	-
Renesas Electronics Corporation	4,166,600	4,166,600	Stable procurement of raw materials
	5,967	5,000		N
TBS Holdings, Inc.	3,173,180	3,813,180	Maintenance and expansion of broadcasting equipment related businesses	N
	5,670	8,282
Daiwa House Industry Co., Ltd.	1,530,000	1,530,000	Maintenance and expansion of housing / equipment related businesses	Y
	4,898	4,959
Toray Industries, Inc.	2,809,000	3,274,000	Stable procurement of raw materials	Y
	1,794	2,333
SANSHA ELECTRIC MFG.	2,164,800	-	In consideration of past collaborations Changed from affiliated company stock to specified investment stock due to partial sale of equity
	1,732	-		N
KINDEN CORPORATION	740,257	740,257	Maintenance and expansion of businesses
	1,168	1,395
EPCO Co., Ltd.	1,194,000	1,388,000	Maintenance and expansion of housing / equipment related businesses	N
	872	1,374
Sumitomo Real Estate Sales Co., Ltd.	243,000	243,000	Maintenance and expansion of housing / equipment related businesses
	824	949		N
Mazda Motor Corporation	699,006	699,006	Maintenance and expansion of automotive related businesses
	635	631
CHUDENKO CORPORATION	200,702	200,702	Maintenance and expansion of housing / equipment related businesses
	415	474		N
Nice Corporation	210,100	210,100	Maintenance and expansion of housing / equipment related businesses	Y
	411	395
OCHI HOLDINGS CO., LTD.	146,070	146,070	Maintenance and expansion of housing / equipment related businesses	N
	187	193
Joshin Denki Co., Ltd.	92,502	192,502	Maintenance and expansion of appliance related businesses	N
	178	608
KYUDENKO CORPORATION	58,564	58,564	Maintenance and expansion of housing / equipment related businesses	N
	168	248
MISUMI CO., LTD.	55,000	55,000	Maintenance and expansion of appliance related businesses	N
	99	109
KUWAZAWA Holdings Corporation	167,698	167,698	Maintenance and expansion of housing / equipment related businesses
	92	115		N
Central Japan Railway Company	5,000	5,000	Maintenance and expansion of housing / equipment related businesses	N
	80	83
YAMAE GROUP HOLDINGS CO., LTD.	73,447	72,366	Maintenance and expansion of housing / equipment related businesses	N
			Increase of the number of shares for maintenance and expansion of business competitiveness
	76	85
JK Holdings Co., Ltd.	55,000	55,000	Maintenance and expansion of housing / equipment related businesses	N
	66	48
Fujii Sangyo Corporation	49,000	49,000	Maintenance and expansion of housing / equipment related businesses	Y
	65	69
ITO EN LTD	10,000	10,000	Maintenance and expansion of appliance related businesses	N
	60	68
JUTEC Holdings Corporation	46,000	46,000	Maintenance and expansion of housing / equipment related businesses
	57	48		N
e'grand Co., Ltd.	40,000	40,000	Maintenance and expansion of housing / equipment related businesses	N
	54	37
YONDENKO CORPORATION	23,100	11,550	Maintenance and expansion of housing / equipment related businesses	N
	40	36	Increase of the number of shares for stock-split
Toshin Group co., Ltd.	2,000	2,000	Maintenance and expansion of housing / equipment related businesses	Y
	12	12
TSUCHIYA HOLDINGS CO., LTD.	41,000	41,000	Maintenance and expansion of housing / equipment related businesses
	7	7		N
ITO EN, LTD. Preferred stock	3,000	3,000	Maintenance and expansion of appliance related businesses
	6	8		N
DAIBIRU CORPORATION	－	40,360	Maintenance and expansion of housing / equipment related businesses	N
	－	58

Title	Name	Responsibility
President	Yuki Kusumi	Group Chief Executive Officer (Group CEO), Group Chief Strategy Officer (Group CSO)
Executive Vice President	Tetsuro Homma	Group Regional Head for China & Northeast Asia
		^* President, Panasonic Operational Excellence China and Northeast Asia, Panasonic Operational Excellence Co., Ltd.
		Chairperson, Panasonic Corporation of China
Executive Vice President	Yoshiyuki Miyabe	Representative in Tokyo in charge of Government and External Relations, and Solutions Partners
Executive Vice President	Mototsugu Sato	Group Chief Risk Management Officer (Group CRO)
		In charge of Procurement and Logistics
		Occupational Safety and Health Director
		^* Representative Director, Member of the Board, President, Panasonic Operational Excellence Co., Ltd., Chief Executive Officer (CEO), In charge of DEI Promotion
Executive Vice President	Hirokazu Umeda	Group Chief Financial Officer (Group CFO)
		In charge of Group MUDA Busters Project and Facility Management CEO, Panasonic Holding (Netherlands) B.V.
		President, Panasonic Equity Management Japan G. K.
		In charge of Prime Life Technologies Corporation
Executive Officer	Yoky Matsuoka	Director, Life Solutions Business Division
Executive Officer	Shigeki Mishima	Group Chief Human Resources Officer (Group CHRO)
		In charge of General Affairs and Social Relations, CSR and Corporate Citizenship Activities, DEI Promotion, and Construction Safety and Regulations Administration
		^* Director, Member of the Board, Executive Officer, Panasonic Operational Excellence Co., Ltd., Chief Human Resources Officer
		(CHRO), In charge of General Affairs, CSR and Corporate Citizenship Activities
Executive Officer	Yoshihiro Morii	In charge of Brand and Communications Strategy
		^* Executive Officer, Panasonic Operational Excellence Co., Ltd. In charge of Brand and Communications
Executive Officer	Masashi Nagayasu	In charge of Prime Planet Energy & Solutions, Inc.
		^* Representative Director, Member of the Board, President, Panasonic Automotive Systems Co., Ltd., Chief Executive Officer (CEO), In charge of DEI Promotion
Executive Officer	Tatsuo Ogawa	Group Chief Technology Officer (Group CTO)
		In charge of Pharmaceutical Affairs and Corporate Innovation & Venture Strategy
Executive Officer	Ayako Shotoku	Group General Counsel (Group GC)
Executive Officer	Hajime Tamaoki	Group Chief Information Officer (Group CIO)
		President, Panasonic Information Systems Co., Ltd.
Executive Officer	Shigeo Usui	In charge of Design
		^* Executive Officer, Panasonic Corporation
		In charge of Customer Experience Director, Design Division