Note: This document has been translated from a part of the Japanese original for reference purposes only. In the eventof any discrepancy between this translated document and the Japanese original, the original shall prevail.
(Securities Code: 8008)
May 10, 2022
Dear Shareholders:Hidetoshi Masuda
President and Representative Director
YONDOSHI HOLDINGS INC.
2-19-10, Kami-Osaki, Shinagawa-ku, Tokyo

Notice of the Convocation of
the 72nd Annual General Meeting of Shareholders
We hereby notify you that the 72nd Annual General Meeting of Shareholders of YONDOSHI HOLDINGS INC. (the“Company”) will be held as described below.
From the perspective of preventing the infection of COVID19, we strongly ask all shareholders to exercise voting
rights in advance in writing or via the Internet, and refrain from attending the meeting. Please review the Reference
Documents for the General Meeting of Shareholders in the following pages and exercise your voting rights by 6 p.m.,
Wednesday, May 25, 2022.
1.
2.
3.

Date:
Venue:

Thursday, May 26, 2022 at 10:00 a.m. (Reception starts at 9:30 a.m.)
Osaki Bright Core Hall, 3F, Osaki Bright Core5-5-15, Kita-shinagawa, Shinagawa-ku, Tokyo, Japan
Agenda of the Meeting:
Matters to be reported
1.
The Business Report and the Consolidated Financial Statements for the 72nd fiscal year
(from March 1, 2021 to February 28, 2022)
2.
Audit reports of the Corporate Auditor and the Audit & Supervisory Board on the Consolidated
Financial Statements for the 72nd fiscal year
Matters to be resolved
Proposal No.1:
Appropriation of Surplus
Proposal No.2:
Partial Amendments to the Articles of Incorporation
Proposal No.3:
Election of Five (5) Directors who are not Audit & Supervisory Board Members
Proposal No.4:
Election of Three (3) Directors who are Audit & Supervisory Board Members
Proposal No.5:
Election of One (1) Corporate Auditor
Proposal No.6:
Continuation of Measures to Combat the Large-scale Purchase of Shares of theCompany (Anti-Takeover Measures)Notes
1. If you are attending the General Meeting of Shareholders, please submit the Voting Rights Exercise Form at the meeting venue
reception desk.
2. For convocation of the General Meeting of Shareholders, as provided for in the applicable Ordinance of the Ministry of Justiceand in Article 16 of the Article of Incorporation, the following documents are disclosed via the Company`s website (http://
yondoshi.co.jp) and not indicated on this Notice of Convocation:① Matter1s on Stock Acquisition Rights② Consolidated Statements of Shareholders' Equity③ Notes to Consolidated Financial Statements④ Non-Consolidated Statements of Shareholders' Equity⑤ Notes to Non-Consolidated Financial Statements
Therefore, this Notice of Convocation does not include all of the Consolidated Financial Statements and Non-consolidated
Financial Statements audited by the Audit & Supervisory Board and the Corporate Auditor in accordance with preparation of
the Audit Report and the Accounting Audit Report.
3. In the event of any modification, it will be announced on the Company’s website (https://www.yondoshi.co.jp).

-1-Reference Materials for the General Meeting of Shareholders
Proposal No.1: Appropriation of Surplus
The Company considers that returning the profit to shareholders is one of the important management priorities. Ourbasic policy is to maintain a stable level of dividends continuously, while strengthening our business operation basedon a long-term perspective. Accordingly, the Company proposes to pay a year-end dividend as follows:
Matters related to the end-year dividend:
1. Type of the dividend property
Cash
2. Matters related to allocation of the dividend property to shareholders and the total amount:
41.50 yen per share of common stock of the Company
Total amount: 892,970,440 yen
3. Effective date of distribution of the dividend
May 27, 2022-2-

Proposal No.2: Partial Amendments to the Articles of Incorporation
1.

Reasons for proposal
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No.70 of 2019) will be enforced on September 1, 2022. Therefore,
the Company proposes partial amendments to the Article of Incorporation in order to prepare for the introductionof a system for electronic provision of materials for the General Meetings of Shareholders.
① Paragraph 1, Article 16 of the proposed amendment shall be established, as it is required to stipulate in the
Article of Incorporation that the Company shall provide the information in the Reference Documents, etc.
for the General Meeting of Shareholders electronically.
② Paragraph 2, Article 16 of the proposed amendment shall be established to allow the Company to limit thescope of matters described in the document issued to the shareholders who requested the issuance of the
document in writing for the General Meeting of Shareholders that are to be provided electronically.
③ Article 16 of the current Article of Incorporation shall be deleted, as the introduction of the electronic
provision system of the Reference Documents, etc. for the General Meetings will render such provision
unnecessary.
④ The supplementary provision shall be established in connection with the effectiveness of the establishedand deleted provisions stated above.

2.

Details of the amendments
Details of the amendments are as follows.
(Amendments are underlined)
Current Articles of Incorporation

Proposed Amendments(Disclosure of Reference Documents etc. for General
Meeting of Shareholders on the Internet and Deemed
Disclosure)(Deleted)

Article 16
For convocation of the General Meeting of
Shareholders, as provided for in the applicable Ordinance ofthe Ministry of Justice, the Company may disclose on theInternet the information that should be described orindicated in the Reference Documents for General Meetingof Shareholders, Business Reports, Financial Statements
and Consolidated Financial Statements, which shall bedeemed as offered to shareholders.

-3-Current Articles of Incorporation

Proposed Amendments(Newly Established)(Electronic Provision System, etc.)
Article 16 For convocation of the General Meeting of
Shareholders, the Company shall provide the information
contained the Reference Documents for General Meeting of
Shareholders, etc. electronically.
(2) Among the matters to be provided electronically, theCompany may exclude all or part of the matters stipulated
in the Ordinance of the Ministry of Justice, from the
document that will be issued to the shareholders who haverequested the issuance of such document in writing by therecord date of voting rights.

(Newly Established)

Supplementary Provisions(Transitional Measures regarding the Electronic Provisionof Reference Document etc. for the General Meeting of
Shareholders)

-4-

1.

The deletion of Article 16 of the existing Articles ofIncorporation (Disclosure of General Meeting of
Shareholders Materials on the Internet and Deemed
Disclosure) and the establishment of the proposed
Article 16 (Electronic Provision System, etc.) shallcome into effect on the date of enforcement of theamended provisions stipulated in the proviso of Article
1 of the supplementary provisions of the Act Partially
Amending the Company Act (Act No.70 of 2019)(hereinafter referred to as the “Effective Date”).

2.

Notwithstanding the provision preceding paragraph,
Article 16 of the current Articles of Incorporation shallremain in force with respect to the General Meeting of
Shareholders to be held within six months from the
Effective Date.

3.

These supplementary provisions shall be deleted after
the lapse of six months from the Effective Date or thelapse of three months from the General Meeting of
Shareholders, whichever is later.

Proposal No.3: Election of Five (5) Directors who are not Audit & Supervisory Board Members
All five (5) Directors (excluding Directors and Audit & Supervisory Board Members) will complete theirterms at the end of this General Meeting of Shareholders. Therefore, the Company proposes the electionof five (5) Directors, based on the decision of the Audit & Supervisory Board.
If the candidates for Directors in this proposal are elected as proposed, and the candidates for Directors inproposal No.4 are elected as proposed, the Board of Directors will have nine (9) Directors including
Directors and Audit & Supervisory Board Members, and four (4) Outside Directors.
The candidates for Directors (excluding Directors and Audit & Supervisory Board Members) are as
follows:No

Name

Positions and Responsibility in the Company

1

Hidetoshi Masuda

Renomination

President and Representative Director

2

Ichiro Okafuji

Renomination

3

Masahiko Nishimura

Renomination

4

Saishi Kimura

Renomination

Director

5

Mitsutaka Sato

Renomination / Outside /Independent

Outside Director

Representative Senior Managing Director and Senior
Managing Executive Officer (Administration)
Managing Director and Managing Executive Officer(Finance)

Note: Positions and Responsibility in the Company are described if the candidates are elected as proposal.

No.

Brief History, Position and Responsibility in the Company,
and Significant Position Concurrently held

Name (Date of Birth)
May 2003
Mar 2015
Mar 2017
Mar 2017
Mar 2020
Mar 2021
Mar 2021
Hidetoshi Masuda(Sep 27, 1963)(Renomination)1

May 2021
May 2021
Mar 2022
Mar 2022

Joined and Managing Director, age CO., LTD.
Director and Managing Executive Officer, age CO., LTD.
Executive Officer, (in charge of age CO., LTD.), the Company
President and Representative Director, age CO., LTD.
Director, F.D.C.Products Inc.
Managing Executive Officer (Chief Executive Secretary to
President), the Company
Chairman and Representative Director, age CO., LTD.
(incumbent)
President, Representative Director and COO, the Company
Chairman and Representative Director, F.D.C.Friends Inc.
President and Representative Director, the Company(incumbent)
Chairman and Representative Director, F.D.C.Products Inc.
(incumbent)

Number ofCompany
sharesowned

10,200Significant Position Concurrently held:
Chairman and Representative Director, F.D.C.Products Inc.
Chairman and Representative Director, age CO., LTD.
Reasons for nomination as a candidate for Director:
The candidate has extensive experience and achievement in significant positions such as President of retail companies in
YONDOSHI HOLDINGS Group (the “Group”), and was appointed to President, Representative Director and COO of theCompany in 2021. Based on his broad knowledge and experience in corporate management, he has contributed toenhancing the Group’s corporate value with his advanced management skill and outstanding leadership. The Company
has renominated him as a candidate for Director because it expects him to contribute to further enhancing the Group`s
corporate value.

-5-

No.

Brief History, Position and Responsibility in the Company,
and Significant Position Concurrently held

Name (Date of Birth)
Apr 1987
Mar 2008
May 2011
Mar 2015
Mar 2016
Mar 2018
May 2018
Mar 2019
Ichiro Okafuji(Sep12, 1964)(Renomination)

Mar 2019
Mar 2020
Mar 20222
Mar 2022

Joined the Company
President and Representative Director, Yoshitake Inc. (currently
ASCOT INC.)
President and Representative Director, Misuzu Inc.
Executive Officer (in charge of Misuzu Inc.,), the Company
President and Representative Director, AS’TY INC.
Director and Managing Executive Officer, F.D.C.Products Inc.
Director and Executive Officer (in charge of F.D.C.Products
Inc.,), the Company
Director and Managing Executive Officer, (in charge ofDiv. 1, F.D.C.Products Inc.), the Company
Chairman and Representative Director, F.D.C.Friends Inc.
Director and Managing Executive Officer, (In charge of
Administration), the Company
Representative Senior Managing Director and Senior
Managing Executive Officer (in charge of Administration),
the Company (incumbent)
Senior Managing Director and Senior Managing Executive
Officer (Administration and Business Development),
F.D.C.Products Inc. (incumbent)

Number ofCompany
sharesowned

20,000Significant Position Concurrently held:
Senior Managing Director and Senior Managing Executive
Officer (Administration and Business Development),
F.D.C.Products Inc.
Reasons for nomination as a candidate for Director:
The candidate has extensive experience and achievement in significant positions such as President of companies in theGroup. Based on his broad knowledge and experience in corporate management, he has contributed to enhancing theGroup’s corporate value with his advanced management skill and outstanding leadership. The Company has renominatedhim as a candidate for Director because it expects him to contribute to further enhancing the Group`s corporate value.
Apr 1985
Mar 2005
May 2008
Mar 2015
Masahiko Nishimura(May 11, 1962)(Renomination)

Mar 2015
May 2022

Joined the Company
General Manager (in charge of Finance), the Company
Director, the Company
Director and Executive Officer (in charge of Finance), theCompany (incumbent)
Director and Executive Officer, F.D.C.Products Inc.
Managing Director and Executive Officer, F.D.C.Products Inc.
(incumbent)

21,0003
Significant Position Concurrently held:
Managing Director and Executive Officer, F.D.C.Products Inc.
Reasons for nomination as a candidate for Director:
The candidate has extensive experience and achievement in significant positions such as General Manager mainly infinance and accounting. With his outstanding insight in financial improvement and advanced capital management, theCompany has renominated him as a candidate for Director because it expects him to contribute to further enhancing theGroup`s corporate value.

-6-

No.

Brief History, Position and Responsibility in the Company,
and Significant Position Concurrently held

Name (Date of Birth)

Saishi Kimura(Sept 11, 1951)(Renomination)
4

Apr 1974
May 1992
Mar 2000
May 2001
Mar 2004
Sep 2006
Mar 2007
Mar 2007
Mar 2007
Mar 2013
Mar 2013
Mar 2018
Mar 2018
May 2020
Mar 2022

Joined the Company
Director, the Company
Representative Senior Managing Director, the Company
President and Representative Director, age CO., LTD.
Vice President and Representative Director, the Company
Vice President and Representative Director, AS’TY INC.
President and Representative Director, the Company
President and Representative Director, AS’TY INC.
Chairman and Representative Director, F.D.C.Products Inc.
Chairman and Representative Director, the Company
Chairman and Representative Director, AS’TY INC.
Chairman, Representative Director and CEO, the Company
Chairman, Representative Director and CEO, F.D.C.Products
Inc.
Chairman and Representative Director, F.D.C.Products Inc.
Director, the Company (incumbent)

Number ofCompany
shares owned

46,400Reasons for nomination as a candidate for Director:
The candidate has extensive experience and achievement in significant positions such as President of companies in theGroup, and was appointed to President and Representative Director of the Company in 2007, followed by Chairman and
Representative Director of the Company. Based on his broad knowledge and experience in corporate management, he has
contributed to enhancing the Group’s corporate value with his advanced management skill and outstanding leadership.
The Company has renominated him as a candidate for Director because it expects him to contribute to further enhancing
the Group`s corporate value.
Apr 1971
Oct 2000
Mitsutaka Sato
(Oct 3, 1948)(Renomination /Outside /Independent)
5

May 2001
Jun 2001
Jun 2006
Apr 2017
Jun 2017
May 2018

Joined The Mitsui Bank., Ltd. (currently Sumitomo Mitsui
Banking Corporation)
General Manager (in charge of Kanda Corporate Sales Div.1),
The Sakura Bank., Limited (currently Sumitomo Mitsui
Banking Corporation)
General Manager (associate with Metropolitan Area
Headquarter), Kyoritsu Maintenance Co., Ltd.
Director, Kyoritsu Maintenance Co., Ltd.
President and Representative Director, Kyoritsu MaintenanceCo., Ltd.
Director and Corporate Adviser, Kyoritsu Maintenance Co.,Ltd.
Corporate Adviser, Kyoritsu Maintenance Co., Ltd.
Outside Director, the Company (incumbent)-

Reasons for nomination as a candidate for Director:
The candidate has extensive experience in corporate management based on his many years of experience in his career.
With his extensive experience and broad knowledge in corporate management, the Company has renominated him as a
candidate for Director because it expects him to contribute to further enhancing the Company’s governance bysupervising other Directors from an independent standpoint of Outside Director, and to enhance decision making process
and supervising function in Board of Directors.
Notes
1. There are no particular relationships of interest with any of the other candidates and the Company.
2. Mr. Mitsutaka Sato is a candidate for Outside Director. The Company has reported to the Tokyo Stock Exchange, Inc.
that he is an Independent Director as set forth in the Regulation of the Tokyo Stock Exchange and in the Regulation of
the Company.
The Company will continue the above report if he is elected and assumed office as Outside Director.
3. Mr. Mitsutaka Sato is Outside Director incumbent and will complete his term at the end of this General Meeting of
Shareholders. The term of his office will be 4 years at the end of this General Meeting of Shareholders.
4. Pursuant to Article 427, Paragraph 1 of the Article of Incorporation, the Company has stipulated that it may enter into
agreements for limitation of liability with Directors who are not Officers. The Directors shall be liable to the limit ofminimum liability set forth in Article 425, Paragraph 1 of Article of Incorporation. The Company has entered into
agreements with Mr. Saishi Kimura and Mr. Mitsutaka Sato and if they are reelected and assumed office as Director, theagreements shall remain in effect.

-7-

5.

The Company shall enter into a directors and officers liability insurance contract with an insurance company, as provided
for in Item 1, Paragraph 3, Article 430 of Article of Incorporation, to cover litigation cost and legal damages that may be
incurred by the insured parties if they are liable for a result of their action or if they receive a claim for the liability of theresult of their action.
The candidates will be included among the insured parties under the contract. Moreover, the contract will be renewed
under the same terms at the time of the next renewal.

-8-Proposal No.4: Election of Three (3) Directors and Audit & Supervisory Board Members
Three (3) Directors of Mr. Toyomasa Akiyama, Mr. Hideo Sakakibara and Ms. Nobuko Kitagawa, who
are Audit & Supervisory Board Members will complete their terms at the end of this General Meeting of
Shareholders. Therefore, the Company proposes the election of three (3) Directors.
In nominating Directors and Audit & Supervisory Board Members, the Company’s Board of Directors has
made the decision based on the report by the Nomination Advisory Board and Audit & Supervisory Board
has agreed the Proposal. Furthermore, evaluated by Directors and Audit & Supervisory Board Members,
any significant comment on the Proposal has not made.
The candidates for Directors and Audit & Supervisory Board Members are as follows:

No.

Name (Date of Birth)

Brief History, Position and Responsibility in the Company,
and Significant Position Concurrently held
Jul 1997

Jul 2006
Toyomasa Akiyama(Feb 28, 1954)(Renomination /Outside /Independent)1

Sep 2008
Jun 2015
May 2016
May 2016
Sep 2017

2

Senior Examiner (Large Enterprise Examination
Department), Tokyo Regional Taxation Bureau, National
Tax Agency
Chief Examiner (Corporation Taxation Group), HigashiMurayama Tax Office, National Tax Agency
Certified Public Tax Accountant, Tax Master Tax
Accountant Corporation
Auditor, Foundation for International Development/Relief(incumbent)
Outside Director and Audit & Supervisory Board Member,the Company(incumbent)
Audit & Supervisory Board Member, F.D.C.Products Inc.
(incumbent)
Representative Partner, Tax Master Tax Accountant
Corporation (incumbent)

Number ofCompany
sharesowned-

Reasons for nomination as a candidate for Director and Audit & Supervisory Board Members:
Although the candidate has not been involved in corporate management other than as Outside Director, he has
extensive knowledge and broad experience in tax and accounting as a Certified Public Tax Accountant. The
Company has renominated him as a candidate for Director and Audit & Supervisory Board Member because it
expects him to utilize his experience and knowledge in the supervision and auditing of the Company and to give
advice and restraint in the execution of the duties.
Apr 1997
Registered as an Attorney
Apr 1997
Attorney, Asuka Sogo Law Offices (currently Hayabusa
Asuka Law Offices)
Nobuko Kitagawa
Apr 2003
Fixed-Term Officer (Supervision Bureau), Financial(current surname:Services Agency
Nagafusa)
Oct 2014
Legal Counselor, Japan Security Dealers Association(Jan 17, 1971)
Jun 2015
Outside Director, The Bank of Kochi, Ltd. (incumbent)(Renomination /Apr 2016
Attorney, Komatsu Partners (currently Kotohira Partners)
Outside /May 2020
Outside Director and Audit & Supervisory Board Member,
Independent)
the Company (incumbent)
Jan 2021
Attorney, Nobuko Kitagawa Law OfficeApr 2022
Attorney, Shimada Mirai Law Office (incumbent)
Reasons for nomination as a candidate for Director and Audit & Supervisory Board Members:
Although the candidate has not been involved in corporate management other than as Outside Director, she has
extensive knowledge and broad experience in legal affairs as an Attorney. The Company has renominated her as a
candidate for Director and Audit & Supervisory Board Member because it expects her to utilize her experience andknowledge in the supervision and auditing of the Company and to give advice and restraint in the execution of theduties, as well as the security of the diversity in the Company including promotion of women`s participation andadvancement in the workplace from the female`s point of view.

-9-

No.

3

Name (Date of Birth)

Naoki Kodama(Feb 5, 1956)(New Nominee /Outside /Independent)

Brief History, Position and Responsibility in the Company,
and Significant Position Concurrently heldApr 1978Apr 2002
Aug 2007
Oct 2012
Jun 2017
Jun 2021

Joined IBM Japan, Ltd.
Senior Managing Director, JBCC Corporation
Managing Director, NITORI Co., Ltd.
Managing Director, CAINZ CORPORATION
Representative, M&S Consulting (incumbent)
Outside Director, Softcreate Holdings Corporation(incumbent)

Number ofCompany
shares owned-

Reasons for nomination as a candidate for Director and Audit & Supervisory Board Members:
As the candidate has been involved in corporate management in various companies, he has extensive knowledge andbroad experience in corporate management and finance, accounting etc. The Company has nominated him as a candidate
for Director and Audit & Supervisory Board Member because it expects him to utilize his experience and knowledge inthe supervision and auditing of the Company and to give advice and restraint in the execution of the duties.
Notes
1. There are no particular relationships of interest with any of the other candidates and the Company.
2. Mr. Toyomasa Akiyama, Ms. Nobuko Kitagawa and Mr. Naoki Kodama are candidates for Outside Directors.
3. The Company has reported to the Tokyo Stock Exchange, Inc. that Mr. Toyomasa Akiyama and Ms. Nobuko Kitagawa
are Independent Directors as set forth in the Regulation of the Tokyo Stock Exchange and in the Regulation of theCompany. The Company will continue the above report if they are elected and assumed office as Outside Directors.
Furthermore, Mr. Naoki Kodama will be independent as set forth in the Regulation of the Tokyo Stock Exchange and theCompany will report if he is elected and assumed office as Outside Director.
4. Although Ms. Nobuko Kitagawa has changed her surname to Nagafusa upon marriage, she keeps her maiden name,
Kitagawa.
5. Mr. Toyomasa Akiyama and Ms. Nobuko Kitagawa are Outside Directors and Audit & Supervisory Board Membersincumbent and will complete their terms at the end of this General Meeting of Shareholders. The term of office of Mr.
Toyomasa Akiyama will be 6 years and the term of office of Ms. Nobuko Kitagawa will be 2 years at the end of this
General Meeting of Shareholders.
6. Pursuant to Article 427, Paragraph 1 of the Article of Incorporation, the Company has stipulated that it may enter into
agreements for limitation of liability with Directors who are not Officers. The Company has entered into agreements with
Mr. Masahiro Dakeshita, Mr. Toyomasa Akiyama and Ms. Nobuko Kitagawa and if they are reelected and assumed officeas Director, the agreements shall remain in effect. Furthermore, the company will enter into agreement with Mr. Naoki
Kodama if he is elected and assumed office as Director. The Directors shall be liable to the limit of minimum liability set
forth in Article 425, Paragraph 1 of Article of Incorporation.
7. The Company shall enter into a directors and officers liability insurance contract with an insurance company, as provided
for in Item 1, Paragraph 3, Article 430 of Article of Incorporation, to cover litigation cost and legal damages that may be
incurred by the insured parties if they are liable for a result of their action or if they receive a claim for the liability of theresult of their action. The candidates for Directors and Audit & Supervisory Board Members will be included among theinsured parties under the contract. Moreover, the contract will be renewed under the same terms at the time of the next
renewal.

- 10 -

<Reference> Independence Standards and Qualification for Outside Directors
Pursuant to Independence Standards set forth by Financial Instruments Exchange, Outside Directors or
candidates for Outside Directors are considered as independent if none of the below applies to them.
The Standards shall be amended or abolished by the resolution of the Board of Directors.
① A person executing business for the Company or a subsidiary of the Company (Note 1)② A party for which the Company is a major client, or if the party is a company, a person who executes
business for the company (Note 2)③ A party that is a major client of the Company, or if the party is a company, a person who executes
business for the company (Note 3)④ A major shareholder of the Company, or if the shareholder is a company, a person who executes
business for the company (holding either directly or indirectly 10% or more of the total number ofthe voting rights of the Company)⑤ A company of which the Company is a major shareholder, holding either directly or indirectly 10%
or more of the total number of the voting rights of the company, or a person who executes businessfor the company⑥ A member of audit company who is the Company`s Corporate Auditor⑦ A legal specialist such as attorney, accounting specialist such as certified public accountant, certified
public tax accountant, or a consultant, etc., who has received a significant amount of money or otherassets from the Company other than remuneration⑧ A member of organization including law office, audit firm, tax accounting firm, consulting firm, orunion etc. which has received a significant amount of money or other assets from the Company (Note4)⑨ A person to whom any of the above ② to ⑧ have applied within the past three years⑩ A spouse or a relative within the second degree of those who are in significant position, and to whom
any of the above ① to ⑨ applies (Note 5)⑪ A person possibly in conflict of interest to general shareholders even if none of the above ① to ⑩
are applied

Notes
1. “A person executing business” includes director, corporate officer, executive officer, officer executing the duties,
commissioner, or equivalent position in companies or organizations, etc. and who has been a member of the Group even once.
2. “A party for which the Company is a major client” means the one who received from the Group the payment equivalent to 2%
or more of its consolidated sales amount in most recent fiscal year.
3. “A party that is a major client of the Company” means the one who made to the Group the payment equivalent to 2% or moreof the Company’s consolidated sales amount in most recent fiscal year.
4. “A significant amount of money” shall be equivalent to 10 million yen or more annually as individual, or 2% or more of its
consolidated sales amount as a company or other organization.
5. A person in “significant position” includes director (excluding outside director), auditor (excluding outside auditor), executive
officer, general manager or higher. In terms of a member of law office, audit corporation, etc. a person in “significant position”
includes including Attorney, Certified Public Tax Accountant, etc. with professional qualification.

- 11 -

<Reference> Skill Matrix〇

Masahiko NishimuraManaging Director〇

Saishi Kimura

Director〇

Mitsutaka Sato

Outside Director〇

Masahiro Dakeshita

Directors and Audit &Supervisory Board
Members

Toyomasa Akiyama
Nobuko Kitagawa

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

Naoki Kodama

Outside Directors andAudit & Supervisory
Board Members〇

Akihiro Takiguchi

Executive Officer〇

Yasushi Yaguchi

Executive Officer〇

Hisashi Nakano

Executive Officer

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

Note: Positions and Responsibility in the Company are described if the candidates are elected as proposal.

- 12 -〇〇〇

Outside Directors andAudit & Supervisory
Board Members
Outside Directors andAudit & Supervisory
Board Members

7 CSR / ESG

Representative Senior
Managing Director〇

6 Digital / IT

Ichiro Okafuji

5 Human Resources
Management〇

4 Finance / Accounting /M&A

President andRepresentative
Director

3 Legal Risk Management

Hidetoshi Masuda

2-3 Industry Experience(Retail)

Status in the Company

2-2 Industry Experience(Global)Name

2-1 Industry Experience(Brand)1 Corporate Management /Strategy Planning

Skills and Experience expected by the Company〇〇

Proposal No.5: Election of One (1) Corporate Auditor
Incumbent Corporate Auditor, Deloitte Touche Tohmatsu LLC, will complete its term at the end of this
General Meeting of Shareholders. Therefore, the Company proposes the new election of Kanade
Partnership based on the resolution of the Audit & Supervisory Board.
The Audit & Supervisory Board requests the new election of the candidate as a Corporate Audit becauseof its expertise, independency, appropriateness and quality control management. Furthermore, due tolong-term audit of incumbent auditor, the Company will expect the candidate to provide a new point ofview in auditing.
The candidate is as follows:
as of April 1, 2022
Name

Kanade Partnership

Address of Main Office

Toyo Building, 1-2-10 Nihombashi, Chuo-ku, Tokyo

History

Oct 1, 2020 Established Kanade Partners

Capital in Investment

63 million yen

Summery
Members

Partner (Certified Public Accountant) 7
Employee (Certified Public Accountant) 25
Employee (others) 13
Total 45

- 13 -

Proposal No.6: Continuation of measures to combat the large-scale purchase of shares of theCompany (anti-takeover measures)
At the 69th Annual General Meeting of Shareholders held on May 16, 2019, the Company received
approval from shareholders for measures to address large-scale purchases of the Company's shares (i.e.,
anti-takeover measures) (hereinafter "the Current Plan"), and the Company has continued implementationof the Current Plan. However, the Current Plan will expire at the end of this Annual General Meeting of
Shareholders.
Taking into account changes in socioeconomic conditions, trends in anti-takeover measures, and theprogress of varied discussions, the Company has continued its examination of the Current Plan, including
the pros and cons of its continuation, as a means of ensuring and enhancing our corporate value and thecommon interests of shareholders. As a result, in light of basic policy concerning parties who control
decisions on the Company's financial and business policies (referring to the provisions of Article 118,
Item 3 of the Regulations for Enforcement of the Companies Act; hereinafter "Basic Policy"), at theBoard of Directors meeting held on April 14, 2022, the Company made the decision to continue with theCurrent Plan, subject to approval by shareholders at the Annual General Meeting of Shareholders, as ameasure to prevent decisions concerning the Company's finances and business from being controlled byinappropriate parties. (The plan following continuation is hereinafter referred to as "the Plan".)This proposal requests the approval of shareholders for the Plan. If this proposal is approved byshareholders, the period of validity of the Plan will be extended until the conclusion of the Company's
Annual General Meeting of Shareholders for the final business year that ends within three years from theconclusion of this Annual General Meeting of Shareholders. In the continuation of anti-takeover measures
under the Plan, the Company has made revisions to wording, etc., including clarification of purpose, but
the Plan does not substantially alter the content of the Current Plan.
In addition, if there have been revisions to the Companies Act, the Financial Instruments and ExchangeAct, and rules related to these; to government ordinances, Cabinet Office and ministerial ordinances; andto the rules of financial instrument exchanges (including changes to the names of laws and regulations,and the enactment of new laws and regulations that succeed previous laws and regulations; the same shallapply hereinafter) (hereinafter collectively referred to as "laws, etc."), and if these are enforced, theprovisions of laws, etc. cited in the Plan will be understood to be the respective provisions of laws, etc.
that substantially inherit the pre-amendment provisions of the revised laws, etc. following amendment,
unless otherwise specified by the Board of Directors of the Company.
The Plan is as described below.
1.

About the Basic Policy(1) Content of the Basic Policy
The Company is of the belief that our shareholders should be determined through free transactions in
the market. Accordingly, we believe that decisions on whether to accept purchase proposals
accompanied by transfer of control of a joint-stock corporation, too, should ultimately be made in linewith the will of the shareholders of the Company.
However, some large-scale purchases of shares of the Company (defined in 2 (2) (a) below; the same
shall apply hereinafter) can be expected to include (1) purchases that, in light of the purpose of
acquisition, of management policy following acquisition, etc., could result in clear harm to corporate
value or the common interests of the Company's shareholders; (2) purchases that could effectively
force the Company's shareholders to sell their shares; (3) purchases that are performed without areasonably necessary period of time for the Company to present an alternate proposal to the large-scalepurchase; (4) purchases that are performed without provision of reasonably necessary information for
the Company's shareholders to judge the details of the purchase; (5) purchases for which terms, etc.
(amount and type of consideration, timing of purchase, legality of purchase method, feasibility of
execution of purchase, etc.) are inadequate or inappropriate in light of the Company's intrinsic value;and (6) purchases that would destroy relationships with employees, business partners (including
customers), communities where factories and production facilities are located, and other stakeholders
that are essential to the sustainable growth of the Company's corporate value, and that would have

- 14 -

significant effects contrary to the common interests of the Company's shareholders. From thestandpoint that the Company should maximize its corporate value and the common interests of its
shareholders, the Company considers parties that engage in such large-scale purchases to be
exceptionally inappropriate as parties that control decisions on the financial and business policies of
the Company.
Accordingly, when there exists a risk of harm to the corporate value of the Company or to thecommon interests of shareholders due to the acquisition of controlling shares by a party or the group
thereof (hereinafter "acquirer, etc.") which aims to acquire shares having 20% or more of the voting
rights of the Company (hereinafter "controlling shares"), the Company will consider said acquirer, etc.
to be inappropriate as a party that controls decisions concerning the Company's financial and business
policies, and, to the extent permitted by laws, etc. and by the Articles of Incorporation, will set a basic
policy of enacting appropriate measures to ensure and enhance its corporate value and the common
interests of its shareholders.
(2) Background to maintenance of the Basic Policy
The Company, together with the subsidiaries and affiliates thereof (hereinafter "the Group"), values a
corporate culture that continues to take on challenges without fear of change, based on basic principles
of respect for people and of social contribution, which have been ceaselessly passed down since theCompany's founding in 1950.
Through the practice of corporate activities grounded in the following management philosophy andcorporate message, the Company is achieving sustainable growth and improvement of long-term
corporate value by contributing to the enhancement of customers' lifestyle culture via a fashion
business centered on jewelry and apparel. The management philosophy of the Company and the Groupis founded on the following four points.
① We are committed to becoming a company that inspires trust and confidence among its
customers.
② We are committed to fostering and fulfilling the dreams of our employees.
③ We are committed to contributing to the prosperity and well-being of society.
④ We are committed to realizing the expectations of shareholders.
In addition, in its Corporate Message, the Company and the Group have put forth this principle:"With the 4ºC brand at the heart of its business activities, YONDOSHI HOLDINGS, INC.
(“YONDOSHI HOLDINGS” or “the Company”) is committed to becoming a company that is definedby its ability to create new trends in global fashion."
Based on the above Basic Principles, the Company and the Group boast a stable business foundation,a sound financial structure, and high-level management capabilities.
In terms of business, our strength is the high brand power of the 4°C jewelry handled by the Jewelry
Business. The SPA Business, which holds functions spanning production to in-store retailing, has an
outstanding business model that achieves customer satisfaction. Other business models, including
apparel OEM and retail, are capable of supporting a wide range of markets. Moreover, theorganizational structure, that of a holding company, functions effectively for the selection andconcentration of management resources.
In the core Brand Business, the Company sets strong relationships of trust with business partners,
and management that upholds customers' trust so as not to damage the brand, the central wellspring ofcorporate value, doing so through the maintenance of a sense of unity in all elements making up thebrand, including design, quality, customer service, store spaces, advertising, and of course the products
handled.
In the Retail Business, too, the Company aims to establish a store brand and to enhance highly
accurate merchandising capabilities, buying capabilities, and store development and store management
capabilities while capturing market trends. In addition, the functions of the Company as an apparelmaker are also characterized by the ability to propose projects backed by quality and costcompetitiveness based in our background of overseas production.
In terms of finances, the Company achieves stable profit growth centered on the highly profitable
Jewelry Business. The Company further considers ROE a key management indicator and is working to- 15 -

improve capital efficiency. The Company also maintain a high capital adequacy ratio and financial
soundness.
In terms of organization, the Company views strengthening internal control functions as a key issue
and is diligently addressing it. The Company has also introduced an executive officer structure toclarify management decision-making/supervisory functions and business execution functions, with theBoard of Directors placed in charge of the former functions and Executive Officers placed in charge ofthe latter functions. In addition to these things, the Company has adopted the structure of a company
with an audit and supervisory committee, and, utilizing the functions of Outside Directors who do not
engage in business execution, is working to improve its corporate value over the medium to long term
while strengthening internal control.
Furthermore, the Directors and Executive Officers of the holding company, YONDOSHIHOLDINGS INC., essentially serve as persons in charge of operating subsidiaries to enable decisionmaking from broad perspectives, enhance the density of communication among managers, and share
information on issues across the Group to maintain the strength and stability of Group management
capabilities.
However, the sources of corporate value in the Company and the Group are not things that can becreated in a short period of time. The tangible and intangible assets that have been cultivated over theyears since our founding and the strong bonds and relationships of trust forged with business partners
and customers support our business, and are unquestionably necessary stepping stones to theestablishment of a trusted corporate brand.
In this way, the Company and the Group will maintain these sources of corporate value, further
evolve our management, and further enhance our corporate value, with the aim of becoming a
distinctive corporate group that earns the trust of all stakeholders.
As noted above, every business of the Company and the Group is built upon human resources who
possess experience and expertise pertaining to businesses that have grown and evolved together withcustomers since our establishment, and upon management resources such as the reputation we havebuilt and the close relationships of trust built with business partners and other stakeholders on the basisof that reputation. These management resources possess know-how and a brand image cultivated overmany years, and create further value through their functioning with one another. In recent years,
however, against a background of new legal system developments, circumstances in capital markets,changes in corporate structure and culture, and so on, there are cases of one-sided purchases of large
volumes of shares without approval from the management team of the target company. In some cases,
these could even pose undeniable potential for hindering the enhancement of the Company's
sustainable corporate value founded on the above-mentioned management resources.
In light of this situation, it is our belief that we must assume the ongoing appearance of acquirers,
etc.
Against the above background, we have maintained the Basic Policy described in (1) above.

2.

Content of the Plan (Initiatives in light of the Basic Policy to prevent decisions concerning theCompany's financial and business policies from being controlled by inappropriate parties)(1) Purpose of continuation of anti-takeover measures under the Plan
As noted in 1 above, the Company believes that the need could arise in some cases to enact measuresagainst an acquirer, etc. However, to the extent that the Company is a listed company, determination ofwhether to sell shares to the acquirer, etc., and final decisions on the pros and cons of entrusting themanagement of the Company to the acquirer, etc. should be left to the will of individual shareholders,
we believe.
However, we also consider that an appropriate understanding of the Company's corporate value andthe source that creates said value, with adequate consideration of the noted unique businesscharacteristics of the Company and the history of the Company and the Group, is necessary as apremise upon which shareholders can render appropriate decisions. To understand how acquisition ofcontrolling shares of the Company by the acquirer, etc. may affect the Company's corporate value andthe source of that value, situations can be readily assumed in which information provided by the- 16 -

acquirer, etc. alone is inadequate. In this case, we believe that appropriate decisions by shareholders
must be based on information provided by the Board of Directors, which fully understands the uniquebusiness characteristics of the Company; or on evaluations, opinions, and, in some cases, newproposals by the Board of Directors regarding the acquisition of controlling shares by the acquirer, etc.
Accordingly, we believe that it is vital to ensure adequate time for shareholders to analyze andconsider these multifaceted items of information.
Based on the above points of view, in order to enable shareholders to make appropriate decisions onwhether to comply with large-scale purchases by demanding that parties who seek to engage in or who
are currently engaging in large-scale purchases (hereinafter "large-scale purchasers") provide required
information on said large-scale purchases in advance and ensure a period for the evaluation andconsideration of such, and in accordance with the Basic Policy, on April 14, 2022, the Board of
Directors of the Company decided to continue the anti-takeover measures under the Plan. The Board of
Directors does so as an initiative for presenting shareholders with opinions in favor of or against largescale purchases, or with business plans, etc. as alternatives to the purchase proposals, business plans,
etc. presented by major acquirers (hereinafter "alternate proposals"), and to enable negotiating, etc.
with large-scale acquirers, etc. on behalf of shareholders, and in response to the recommendations of
the Independent Committee (defined in (2) (e) below; the same shall apply hereinafter), in order toprevent decisions concerning the Company's financial and business policies from being controlled byinappropriate parties in light of the Basic Policy (specifically, parties that, based on the counsel of the
Independent Committee, have been recognized by the Board of Directors of the Company as largescale purchasers who are in violation of the Plan or large-scale purchasers that correspond toaggressive purchasers (defined in (2) (f) A) b below), co-owners of these, or specially related parties
thereof, or parties that are effectively controlled by and that act jointly or in collaboration with theaforementioned parties; hereinafter collectively referred to as "parties with exceptional grounds").
As of the current date, the Company does not recognize any specific signs of large-scale purchasesof the Company's stock certificates, etc.
The status of the major shareholders of the Company as of February 28 of the current year is asshown in Appendix 1, "Status of Major Shareholders".
(2) Content of the Plan
A flow chart summarizing procedures related to the Plan is as shown in Appendix 2. Specificcontent of the Plan is as follows.
(a) Definition of large-scale purchases subject to invoking of countermeasures
When acts (excluding acts that have been approved in advance by the Board of Directors of theCompany) that fall or may fall under any of a to c below (hereinafter collectively referred to as"large-scale purchases") have been performed or are attempted, countermeasures based on thePlan may be invoked.
① Purchase or other acquisition (Note 3) of stock certificates, etc. issued by the Company(Note 1), by which the combined stock certificate, etc. holding ratio for a specified
shareholder of the Company (Note 2) becomes 20% or more
② Purchase or other acquisition (Note 7) of stock certificates, etc. issued by the Company(Note 4), by which the combined stock certificates, etc. ownership ratios for a specified
shareholder of the Company (Note 5) and for a specially related party thereof (Note 6)
become 20% or more
③ Regardless of whether the acts specified in a or b above are carried out, acts including
agreements that are carried out between a specified shareholder (or shareholders; the same
shall apply to c below) of the Company who intends to perform an act specified in a or b
above and another shareholder of the Company (limited, however, to other shareholders
for which, for stock certificates, etc. issued by Company, the combined stock certificate,etc. holding ratios for the specified shareholder and the other shareholder become 20% ormore), and by which said other shareholder becomes a joint owner with said specified
shareholder, or an act which establishes a relationship (Note 9) between said specified- 17 -

shareholder and said other shareholder by which one party comes to effectively control
the other party or by which the parties act jointly or in collaboration (Note 8).
Note 1: Refers to stock certificates, etc. defined in Article 27-23, Paragraph 1 of the Financial Instruments andExchange Act. The same shall apply hereinafter except where specified otherwise.
Note 2: Refers to the stock certificate, etc. holding ratio defined in Article 27-23, Paragraph 4 of the Financial
Instruments and Exchange Act. The same shall apply hereinafter; however, in the calculation of the stock
certificate, etc. holding ratio, (i) specially related parties defined in Article 27-2, Paragraph 7 of the same Act, and(ii) investment banks, securities companies, and other financial institutions that have concluded financial
advisory agreements with specified shareholders as well as tender offer agents and lead securities companies ofthe specified shareholders (hereinafter "contract financial institutions, etc.") will be deemed to be joint owners of
the specified shareholders (meaning joint owners defined in Article 27-23, Paragraph 5 of the same Act, including
those deemed to be joint owners pursuant to Paragraph 6 of the same Article (and including parties deemed to fallunder such by the Board of Directors of the Company); the same applies hereinafter). When calculating the stock
certificate, etc. holding ratio, the latest information published by the Company may be used to obtain the total
number of issued shares of the Company.
Note 3: Includes the holding of the right to request delivery of stock certificates, etc. based on sales or othercontracts, and the performance of transactions stipulated in Article 14-6 of the Order for Enforcement of the
Financial Instruments and Exchange Act.
Note 4: Refers to stock certificates, etc. defined in Article 27-2, Paragraph 1 of the Financial Instruments andExchange Act. This also applies for the following part of b.
Note 5: Refers to the stock certificate, etc. ownership ratio defined in Article 27-2, Paragraph 8 of the Financial
Instruments and Exchange Act. The same shall apply hereinafter. Note that when calculating the stock certificate,etc. ownership ratio, the latest information published by the Company may be used to obtain the total number ofvoting rights of the Company.
Note 6: Refers to a specially related party defined in Article 27-2, Paragraph 7 of the Financial Instruments andExchange Act. However, for parties listed in item (i) of the same Paragraph, this excludes those specified in
Article 3, Paragraph 2 of the Cabinet Office Order on Disclosure Required for Tender Offer for Share Certificatesby Persons Other Than Issuers. Note that (i) joint holders and (ii) contract financial institutions, etc. shall bedeemed to be specially related parties of the specified shareholder. The same shall apply hereinafter.
Note 7: Includes purchases and other paid transfers, and items similar to paid transfers stipulated in Article 6,
Paragraph 3 of the Order for Enforcement of the Financial Instruments and Exchange Act.
Note 8: Determination of whether a "relationship between said specified shareholder and said other shareholder bywhich one party comes to effectively control the other party or by which the parties act jointly or incollaboration" has been established will be made on the basis of the formation of a new investment relationship,business alliance relationship, transaction or contract relationship, concurrent executive position relationship,
funding relationship, credit provision relationship, etc., as well as on the direct and indirect effects that the largescale purchaser and the other shareholders have on the Company, etc.
Note 9: Determination of whether the acts specified in c above have been carried out will be reasonably made by
the Board of Directors of the Company. The Board of Directors of the Company may request the shareholders of
the Company to provide information conforming to the information described in (c) below, to the extent deemednecessary to determine whether the requirements of (a) are met.

(b) Submission of statement of intent
Prior to the start of or the execution of a large-scale purchase, the large-scale purchaser willsubmit to the President and Representative Director of the Company, in a format specified
separately by the Company, a document signed or stamped by the representative of the large-scalepurchaser pledging that it will comply with procedures specified in the Plan (hereinafter "largescale purchase rules") and a certificate of the qualifications of the representative who signed or
stamped the document (hereinafter collectively referred to as "statement of intent"). Upon receiptof the above statement of intent, the President and Representative Director of the Company will
immediately submit this to the Board of Directors of the Company and the Independent
Committee.

- 18 -

In addition to the pledge to comply with the large-scale purchase rules, the statement of intent
will include the name of the large-scale purchaser, the address of its head office, office, etc., thelaw governing its establishment, the name of its representative, contact information in Japan, andan outline, etc. of the planned large-scale purchase. The language used in the statement of intent
will be limited to Japanese.
When a large-scale purchaser has provided a statement of intent, the Company will disclose toshareholders those matters deemed appropriate by the Board of Directors or the Independent
Committee, in a timely and appropriate manner and in accordance with applicable laws andregulations.
(c) Requests to large-scale purchasers for provision of information
Within 10 business days from the date on which the Board of Directors and the Independent
Committee received the statement of intent (not counting the first day), the large-scale purchaser
will provide to the Board of Directors of the Company the information listed from a to k below(hereinafter collectively referred to as "large-scale purchase information"). Upon receipt of thelarge-scale purchase information, the Board of Directors of the Company will promptly provide
this to the Independent Committee.
In the case that, based solely on the information initially provided by the large-scale purchaser,
the Board of Directors of the Company or the Independent Committee has deemed it difficult forthe shareholders of the Company to properly judge whether to comply with the large-scalepurchase, or for the Board of Directors of the Company or the Independent Committee to form
opinions on the pros and cons of the large-scale purchase (hereinafter "opinion formation") or
formulate alternate proposals (hereinafter "alternate proposal drafting") for appropriate
presentation to shareholders, the Board of Directors of the Company or the Independent
Committee may, as the need arises, request that the large-scale purchaser provide additional
information necessary for proper judgment by shareholders and opinion formation or alternate
proposal drafting by the Board of Directors of the Company and the Independent Committee, bysetting a reasonable deadline for submission and by disclosing to shareholders the reasons forrequiring the specific period and reasonable period.
In addition, in the event that the Board of Directors of the Company or the Independent
Committee has determined that the provision of large-scale purchase information has been
completed, the Company will disclose this to shareholders in a timely and appropriate manner andin accordance with applicable laws and regulations. Moreover, in accordance with decisions of theBoard of Directors of the Company or the Independent Committee, at an appropriate time after
receipt of the large-scale purchase information, the Company will, in principle and in accordancewith applicable laws and regulations, disclose to shareholders any large-scale purchase
information deemed necessary for shareholders to properly judge whether the shareholders should
comply with the large-scale purchase.
Overview (including specific name, capital structure, investment ratio, financial details,
presence of past violations of laws and regulations (with an outline of these if any); and names,
biographies, and presence of past violations of laws and regulations (with an outline of these ifany) of officers) of the large-scale purchaser and its group companies, etc. (including major
shareholders or investors (direct or indirect; the same shall apply hereinafter) and key
subsidiaries/affiliates, and, if the large-scale purchaser is a fund or a business entity involved ininvestments thereof, information on key members, investors and other constituent members, aswell as business execution union members and persons who provide ongoing counsel on
investments)① The status of holdings of the Company's stock certificates, etc. by the large-scalepurchaser and its group companies, etc.; the status of contracts and status of holding ofderivatives and other financial derivative products that have as underlying assets theCompany's stock certificates, etc. or assets related to the business of the Company or theGroup; and the status of stock lending and short selling of the Company's stock
certificates, etc.

- 19 -

The purpose, the method, and the details of the large-scale purchase (including type andnumber of stock certificates, etc. subject to the large-scale purchase, the type and value ofconsideration for the large-scale purchase, the timing of the large-scale purchase, relatedtransaction mechanisms, the legality of the method of the large-scale purchase, thefeasibility of the large-scale purchase and related transactions (with details of any specificcertain conditions for the large-scale purchase), and, in the case of expectation that theCompany's stock certificates, etc. will be delisted following the completion of the largescale purchase, the fact of and reasons for this. Regarding the legality of the method of
the large-scale purchase, a written opinion by a qualified attorney will also be submitted.)③ The specific form and content of any communication of intent with a third party
concerning the large-scale purchase (including communication of intent regarding
material proposals, etc. made to the Company (meaning material proposals, etc. definedin Article 27-26, Paragraph 1 of the Financial Instruments and Exchange Act); the same
shall apply hereinafter)④ The grounds for calculation of consideration for purchasing, etc. related to the large-scalepurchase and the particulars of the calculation (including facts/assumptions underlying
the calculation, calculation method, information on the organization performing
calculation, numerical data used in calculation, and the amounts of synergies anddissynergies that are expected to arise due to the series of transactions pertaining to thelarge-scale purchase and the grounds for calculation of these)⑤ Funds backing purchases, etc. related to the large-scale purchase (names of the providersof funds (substantial providers (direct or indirect)), procurement method, presence anddetails of conditions for provision of funds, presence and details of collateral or pledges
after funding, and details of related specific transactions)⑥ The management policies, business plans, financial plans, investment plans, capital
policies, dividend policies, etc. intended for the Company and the Group following
completion of the large-scale purchase (including plans for sale, provision as collateral, orother disposal of the Company's assets following the completion of the large-scalepurchase), and policies for the handling of the Company's and the Group's officers,
employees, business partners, customers, local public organizations in which
factories/production facilities are located, and other parties with vested interest in the
Company following completion of the large-scale purchase⑦ The probability of obtaining approval, permission, etc. based on the Act on Prohibition ofPrivate Monopolization and Maintenance of Fair Trade and other domestic and foreignlaws and regulations that may apply to the large-scale purchase. (Regarding these matters,a written opinion by a qualified attorney will also be submitted.)⑧ Presence of any relationships (direct or indirect) with antisocial influences or terrorismrelated organizations, and details of any such relationships⑨ Specific measures to avoid conflicts of interest with other shareholders of the Company⑩ Other information that the Board of Directors of the Company or the Independent
Committee has deemed to be reasonably necessary and has requested in writing from thelarge-scale purchaser
All of the above information is to be provided in Japanese.
②(d) Setting of period for evaluation by the Board of Directors, etc.
The Board of Directors of the Company will set period a or b below (either of which will becalculated from the date on which the Company discloses that the Board of Directors of theCompany or the Independent Committee has determined that the provision of large-scale purchase
information has been completed) as a period for evaluation, examination, opinion formation,
alternate proposal drafting, and negotiations with the large-scale purchaser by the Board of
Directors of the Company (hereinafter "Board of Directors evaluation period”), in accordancewith the content of the large-scale purchase disclosed by the large-scale purchaser. Unlessotherwise stated in the Plan, large-scale purchases are to be initiated only after the Board of
Directors evaluation period has elapsed. The Board of Directors evaluation period was set with- 20 -

consideration of the difficulty of evaluating and examining the content of the business of theCompany, the difficulty of opinion formation and alternate proposal drafting, etc.
① If purchase of all stock certificates, etc. of the Company (meaning stock certificates, etc.
defined in Article 27-2, Paragraph 1 of the Financial Instruments and Exchange Act) is tobe carried out through a tender offer with cash (yen) as the sole consideration: Maximum
60 days (not including the first day)② If a large-scale purchase excluding a above is to be carried out: Maximum 90 days (notincluding the first day)During the Board of Directors evaluation period, the Board of Directors of the Company willconduct evaluation, consideration, opinion formation, alternate proposal drafting, and negotiations
with the large-scale purchaser based on the large-scale purchase information provided by thelarge-scale purchaser, from the standpoint of ensuring and enhancing the corporate value of theCompany and the common interests of shareholders. When the Board of Directors of theCompany conducts evaluation, consideration, opinion formation, alternative proposal drafting,and negotiations with the large-scale purchaser, it will, as necessary, obtain the counsel of external
experts (financial advisors, attorneys, certified accountants, tax accountants, etc.) who are inthird-party positions independent of the Board of Directors of the Company. The Company willbear all costs incurred in obtaining said counsel, except in exceptional cases where deemed
particularly unreasonable.
In the event of unavoidable circumstances by which the Board of Directors of the Company
fails to reach a resolution on whether to invoke countermeasures within the Board of Directors
evaluation period for reasons including the Independent Committee failing to makerecommendations as described in (f) below during the Board of Directors evaluation period, theBoard of Directors of the Company may, based on recommendations of the Independent
Committee, extend the Board of Directors evaluation period, one time only, to the extent
necessary up to a maximum of 30 days (not including the first day). In the event that the Board of
Directors of the Company has resolved to extend the Board of Directors evaluation period, it will
disclose to shareholders the specific period that was resolved and the reasons why the specificperiod is needed, in a timely and appropriate manner and in accordance with applicable laws andregulations.
(e) Establishment of the Independent Committee
In the Current Plan, to eliminate arbitrary judgments by the Board of Directors of the Company
concerning invoking, etc., the Company has established an independent committee consisting of
three or more Outside Directors of the Company (including substitutes for these) and outside
experts (hereinafter "Independent Committee") who are independent of the management team thatengages in execution of the Company's business. This will also be maintained under the Plan.
The Independent Committee, as necessary, may obtain the counsel of external experts (financial
advisors, attorneys, certified accountants, tax accountants, etc.) who are in third-party positions
independent of the Board of Directors of the Company and the Independent Committee. The
Company will bear all costs incurred in obtaining said counsel, except in exceptional cases where
deemed particularly unreasonable.
The names and backgrounds of the members of the Independent Committee as of the start ofthe continuation of the anti-takeover measures under the Plan are as shown in Appendix 3.
In principle, resolutions of the Independent Committee will be passed by a majority ofCommittee members, with all Committee members in attendance. However, in the event that an
accident or other unavoidable circumstance has befallen a member of the Independent Committee,
resolutions will be passed by a majority of those members present, with a majority of Independent
Committee members in attendance.
(f) Recommendation procedures of the Independent Committee and resolutions by the Board of
Directors of the Company
A. Recommendations by the Independent Committee- 21 -

During the Board of Directors evaluation period (including any period of extension), theIndependent Committee will make recommendations to the Board of Directors of theCompany regarding large-scale purchases, in accordance with the provisions of a to c below.
① Cases in which the large-scale purchase rules were not observed
In the case that a large-scale purchaser has violated the large-scale purchase rules in
key respects (including cases in which the large-scale purchaser does not provide
necessary additional information within a reasonable period set by the Board of
Directors of the Company, or cases in which the large-scale purchaser does notcomply with discussions and negotiations with the Board of Directors of theCompany), and if said violation has not been rectified within five business days (notincluding the first day) after the Board of Directors of the Company has issued arequest in writing that the large-scale purchaser rectify the matter, the Independent
Committee will, in principle, recommend that the Board of Directors of theCompany invoke countermeasures against the large-scale purchase, except in cases
in which there is a clear need not to invoke said countermeasures in order to ensure
or enhance the corporate value of the Company or the common interests ofshareholders, or in which other special circumstances are present. When such a
recommendation has been made, the Company will disclose to shareholders theopinions of the Independent Committee, the grounds for said opinions, and otherinformation deemed appropriate, in a timely and appropriate manner and inaccordance with applicable laws and regulations.
In the event that, after the Independent Committee has issued to the Board of
Directors of the Company a recommendation to invoke countermeasures, the largescale purchase is withdrawn or ceases to exist, or if other changes occur in factual
relationships, etc. upon which the recommendation decision was grounded, theIndependent Committee may issue a recommendation to discontinue the invoking of
measures, or other recommendations, to the Board of Directors of the Company.
When such re-recommendation has been made, the Company will disclose toshareholders the opinions of the Independent Committee, the grounds for said
opinions, and other information deemed appropriate, in a timely and appropriatemanner and in accordance with applicable laws and regulations.
② Cases in which the large-scale purchase rules were observed
If the large-scale purchaser has complied with the large-scale purchase rules, theIndependent Committee will, in principle, recommend that the Board of Directors of
the Company not invoke countermeasures against the large-scale purchase.
However, even if the large-scale purchase rules have been observed, if the large-scalepurchaser has been recognized as a party to which any of the circumstances (A) to(K) below apply (hereinafter collectively referred to as "aggressive purchaser"), theIndependent Committee will recommend that the Board of Directors of the Company
invoke countermeasures against the large-scale purchase.
(A) The party is conducting acquisition of the stock certificates, etc. of the Company
for the purpose of inflating the stock price and having the Company-related parties
take back the shares at a high price despite a lack of intent to participate
substantially in the management of the Company (i.e., is a "greenmailer") or theobjective of the acquiring stock certificates, etc. of the Company is primarily thecapture of short-term profit margins(B) The party's objective for participation in the management of the Company isprimarily to temporarily control the management of the Company and to transfer
intellectual property rights, know-how, trade secrets, major business partners,
customers, etc. necessary for the management of the Company to the large-scalepurchaser, its group companies, etc.
(C) The party is conducting acquisition of the stock certificates, etc. of the Company
with the plan to improperly divert the assets of the Company for use as collateral- 22 -

for debts of the large-scale purchaser or its group companies or as funds for
repayment after controlling the management of the Company(D) The party's objective for participation in the management of the Company isprimarily to temporarily control the management of the Company, dispose of highvalue assets such as real estate and securities that are not involved in the businessof the Company at the time, and use the gain from disposal to temporarily inflate
dividends or seek opportunities for a sharp rise in stock price due to the temporary
high dividend in order to sell off stock at a high price(E) The party indicates no particular interest in and is not particularly involved in the
management of the Company, and, after acquisition of the shares of the Company,
solely seeks to capture short- to medium-term profits on sale of the shares of theCompany by selling to the Company or to a third party, and ultimately seeks only
to pursue its own profit even through disposal of the assets of the Company(F) The conditions of acquisition of the Company's stock certificates, etc. proposedby the large-scale purchaser (including but not limited to the type, value, andgrounds for calculation of the consideration for purchase, as well as content,
timing, method, legality, and feasibility) are judged on the basis of reasonablegrounds to be inadequate or inappropriate in light of the corporate value of theCompany(G) The acquisition method proposed by the large-scale purchaser is acquisition by acoercive method that structurally restricts the opportunities or the freedoms forjudgment of shareholders, typified by a two-tier takeover (by which, when not allof the stock certificates, etc. of the Company can be acquired in a single-tiertakeover, conditions for a two-tier takeover are disadvantageously set, andacquisition of the stock certificates, etc. of the Company is carried out in a nonexplicit manner or in a manner that raises concerns about future liquidity of thestock certificates, etc. of the Company due to delisting, etc., effectively forcing
shareholders to comply with the acquisition), or by a partial tender offer (a tender
offer for only a portion, not all, of the stock certificates, etc. of the Company), etc.
(H) There is expectation of significant harm to the corporate value of the Company,
including to the interests of shareholders, customers, employees, and otherstakeholders of the Company, due to the acquisition of controlling rights by thelarge-scale purchaser, and, moreover, it is determined on the basis of reasonablegrounds that there exists a risk of significant impediment to ensuring andenhancing the corporate value of the Company, or it has been determined that themedium- to long-term future corporate value of the Company would clearly besubordinated in the event that the large-scale purchaser were to acquire controllingrights, relative to if it did not(I) The fact of acquisition of controlling rights by a large-scale purchaser would itself
significantly cause harm to the corporate value of the Company, such as throughloss of important business partners of the Company(J) The large-scale purchaser has been judged on the basis of reasonable grounds to
be inappropriate as a controlling shareholder from the standpoint of public orderand morals, such as when the management team, major shareholders, or investorsof the large-scale purchaser include persons who have a relationship with
antisocial influences or terrorism-related organizations(K) In other cases conforming to any of (A) to (J), it has been determined that thecorporate value of the Company or the common interests of shareholders will besignificantly harmed
The disclosure procedures for such recommendations and the subsequent procedures for
re-recommendations will conform to a above.
③

Other recommendations, etc. by the Independent Committee- 23 -

In addition to the above, the Independent Committee may issue to the Board of
Directors of the Company recommendations including recommendations onnecessary details and discontinuation of countermeasures when permitted by
specific laws and regulations.
The disclosure procedures for such recommendations and the subsequent procedures for
re-recommendations will conform to a above.
B. Resolutions by the Board of Directors of the Company
In the case that the Board of Directors of the Company, with all due respect to therecommendations of the Independent Committee, determines that the large-scale purchasefalls under certain criteria, such as when not following the procedures prescribed in the"Guidelines for Invoking Countermeasures, etc." (hereinafter "these Guidelines", an outlineof which is as shown in Appendix 4, it will, on the basis of these Guidelines, carry out
necessary resolutions including those concerning the invoking, non-invoking, ordiscontinuation of countermeasures. Even if the Independent Committee has issued arecommendation for a resolution not to invoke countermeasures, in the event that the Boardof Directors of the Company recognizes the presence of circumstances such as an
expectation that the corporate value of the Company will be harmed by following therecommendations of the Independent Committee, or a risk of violating the Directors' duty of
due care of a prudent manager, the Board of Directors of the Company may make aresolution of invoking countermeasures, or, without making a resolution of non-invoking,may convene a General Meeting of Shareholders by the means in C. below in order to put toshareholders the decision on whether to invoke countermeasures. When such a resolution
has been passed, the Company will disclose to shareholders the content of the resolution, theopinions of the Board of Directors of the Company, the grounds for said opinions, and otherinformation deemed appropriate, in a timely and appropriate manner and in accordance withapplicable laws and regulations.
C. Convocation of a General Meeting of Shareholders of the Company
When the Board of Directors of the Company has itself made a determination that a
General Meeting of Shareholders of the Company should be convened in order to put to votethe invoking of countermeasures under the Plan, the Board of Directors of the Company will
convene a General Meeting of Shareholders of the Company as quickly as possible. In thiscase, the large-scale purchase will be carried out following the rejection of a proposal to
invoke countermeasures at the General Meeting of Shareholders and following theconclusion of the General Meeting of Shareholders. If the proposal to approve the invoking
of countermeasures under the Plan was rejected at the General Meeting of Shareholders, thecountermeasures under the Plan will not be invoked against the large-scale purchase.
Even if procedures for convening a General Meeting of Shareholders of the Company
have been enacted, in the event that the Board of Directors of the Company subsequently
passes a resolution of non-invoking of countermeasures or if the Board of Directors of theCompany determines that a resolution of invoking of countermeasures is suitable, theCompany may cancel the procedures for convening the General Meeting of Shareholders of
the Company. When such a resolution has been passed, the Company will disclose toshareholders the opinions of the Board of Directors of the Company, the grounds for said
opinions, and other information deemed appropriate, in a timely and appropriate manner andin accordance with applicable laws and regulations.

(g) Amendments to large-scale purchase information
After the Company has disclosed that it has determined the provision of large-scale purchase
information to have been completed in accordance with the provisions of (c) above, in the eventthat the Board of Directors of the Company or the Independent Committee has determined thatsignificant amendments to the large-scale purchase information have been made by the large-scale- 24 -

purchaser, procedures based on the Plan which have been carried out for the large-scale purchase
based on the earlier large-scale purchase information (hereinafter "pre-amendment large-scalepurchase") will be discontinued through disclosure to shareholders of said fact, its reasons, andother information deemed appropriate, in a timely and appropriate manner and in accordance withapplicable laws and regulations; the large-scale purchase based on post-amendment large-scalepurchase information will be handled as a large-scale purchase distinct from the pre-amendment
large-scale purchase; and procedures based on the Plan will be applied anew.
(h) Specific details of countermeasures
Countermeasures against large-scale purchases initiated by the Company based on the Plan willin principle be based on the gratis allotment of share options stipulated in Article 277 and later in
the Companies Act. (The allotted share options are hereinafter referred to as "the share options".)
However, if it is deemed appropriate to invoke other countermeasures permitted by theCompanies Act, other laws and regulations, and the Articles of Incorporation of the Company,
said other countermeasures may be used.
An outline of cases in which gratis allotment of the share options is implemented as acountermeasure against the large-scale purchase is as described in Appendix 5. However, when
actually implementing gratis allotment of the share options, (i) conditions for exercise by which
the exercise of rights by parties with exceptional grounds is not permitted, or (ii) when the
Company seeks to acquire a portion of the share options, a period of exercise, conditions forexercise, acquisition provisions, etc. with consideration of effects as countermeasures against thelarge-scale purchase, such as acquisition provisions that provide for the ability to acquire only theshare options held by share option holders other than parties with exceptional grounds, may beset.
3.

Continuation of anti-takeover measures under the Plan, and period of validity of, continuationof, discontinuation of, and amendments to the Plan
In continuing the anti-takeover measures under the Plan, the Company will present a proposal for
approval of the continuation of the anti-takeover measures under the Plan at this Annual General
Meeting of Shareholders, in order to gain an opportunity to appropriately incorporate the intent ofshareholders.
The period of validity of the Plan will be from the time of expiration of the period of validity of theCurrent Plan to the time of conclusion of the Annual General Meeting of Shareholders for the lastbusiness year that ends within three years following the conclusion of this Annual General Meeting of
Shareholders. However, in the case that, at the time of the conclusion of the Annual General Meeting of
Shareholders, there exists a party which is putting forth an acquisition proposal or a party which
intends to acquire controlling shares of the Company and which has been specified by the Board of
Directors of the Company, the period of validity will be extended to the extent necessary to address theact that is being carried out or is intended. Even before the expiration of the period of validity, in thecase that (i) a proposal to discontinue the Plan is approved at the General Meeting of Shareholders of
the Company, or (ii) the Board of Directors of the Company has resolved to discontinue the Plan, or(iii) a proposal for approval of the introduction of the Plan has been rejected at this Annual General
Meeting of Shareholders, the Plan will be discontinued at that time. Accordingly, the Plan may beabolished at any time in accordance with the intent of shareholders.
From the current year onward, at the first meeting of the Board of Directors of the Company
following the conclusion of the Annual General Meeting of Shareholders of the Company, theCompany will, as necessary, consider whether to continue, discontinue, or amend the Plan, and will
carry out required resolutions as necessary.
Moreover, from the standpoint of ensuring and enhancing corporate value or the common interestsof shareholders, the Board of Directors of the Company may review or amend the Plan as necessary,even at occasions other than the above-noted first meeting of the Board of Directors of the Company
following the conclusion of the Annual General Meeting of Shareholders, with the approval of the
Independent Committee, to an extent that is not contrary to the overall aims of the Plan, and to the- 25 -

extent deemed reasonably necessary due to revisions to laws and regulations, etc. or to theinterpretation or application of these, or due to amendments to the tax system, judicial precedents, etc.
In the event that a resolution for the discontinuation, amendment, etc. of the Plan has been passed,
the Company will disclose to shareholders those matters deemed appropriate by the Board of Directors
or the Independent Committee, in a timely and appropriate manner and in accordance with applicablelaws and regulations.
4.

Impact on shareholders and investors(1) Impact on shareholders and investors from the continuation of anti-takeover measures under thePlan
If the anti-takeover measures under the Plan are continued, gratis allotment of the share options
will not be conducted. Accordingly, upon entering into effect, the Plan will not have a direct andspecific impact on the rights and economic interests of shareholders and investors.
The Plan provides information needed by shareholders to judge whether to comply with alarge-scale purchase, and provides the opinions of the Board of Directors currently in charge ofthe management of the Company, for the purpose of ensuring an opportunity for shareholders tobe presented with alternate proposals, etc. This allows shareholders to obtain sufficient
information and to render appropriate judgment on whether to comply with the large-scalepurchase, which is expected to protect the common interests of shareholders. Accordingly, we
believe that the Plan is a precondition for shareholders and investors to make appropriate
investment decisions, and will contribute to the common interests of shareholders and investors.
(2) Impact on shareholders and investors from gratis allotment of the share options
Based on the Plan, the Board of Directors of the Company may enact countermeasures against
a large-scale purchase for the purpose of ensuring and enhancing corporate value or the common
interests of shareholders. Due to the currently envisioned mechanism of countermeasures, dilutionof the per-share value of shares of the Company held by shareholders will occur at the time ofgratis allotment of the share options. However, as no dilution of the value of the entirety of sharesof the Company held by shareholders will occur, we do not anticipate any direct and specificimpact on the legal rights and economic interests of shareholders and investors.
However, in the event that countermeasures are invoked, some impact may befall the legal
rights or economic interests of parties with exceptional grounds as a result.
Moreover, in the event that a resolution is passed for the gratis allotment of the share options asa countermeasure, and, following determination of the shareholders who are to receive the gratis
allotment of the share options, if the Company suspends the gratis allotment of the share options
or performs gratis acquisition of the gratis allotted share options, the per-share value of theCompany's shares will not be diluted as a result; accordingly, investors who have performed
buying or selling on the expectation that dilution of the per-share value of the Company's shares
will occur may suffer unexpected harm due to fluctuations in the stock price, etc.
Procedures related to shareholders' exercise and acquisition of the share options for which
gratis allotment was performed are as follows.
In the event that the Board of Directors of the Company has resolved to carry out gratis
allotment of the share options, the Company will set a date of record for allotment of the shareoptions and will issue a public notice in accordance with laws and regulations and with the
Articles of Incorporation of the Company. In this case, the share options will be allotted to theshareholders listed or recorded in the final register of shareholders as of the date of record, in
accordance with the number of shares held.
If the gratis allotment of the share options is carried out, shareholders listed or recorded in the
final register of shareholders as of the date of record will naturally become share option holders
on the date on which the gratis allotment of the share options goes into effect.
The Company will send a request for the exercising of the share options (in a format specified
by the Company, and possibly including text pledging that shareholders are not parties withexceptional grounds), and other documents necessary for the exercise of the share options, to- 26 -

shareholders listed or recorded in the final register of shareholders as of the date of record. By
submitting these required documents within the period of exercise of the share options separately
set by the Board of Directors of the Company and by paying an amount equivalent to the exercise
price to the location handling payment, shareholders will be issued one share of the common
stock of the Company for each share option. However, parties with exceptional grounds may not
be able to exercise the share options.
Conversely, in the event that the Company acquires share options based on the acquisition
provisions, shareholders will receive grant of the common stock of the Company as consideration
for the acquisition of the share options by the Company, without paying money equivalent to theexercise price. (In this case, in addition to documents for verification of identity and documents
containing information on accounts for conducting the transfer of the common stock of theCompany, shareholders will submit documents containing text pledging that shareholders are notparties with exceptional grounds, etc., and that, if said pledge contains falsehoods, shareholders
will immediately return the common stock of the Company that was granted.) However, thehandling of parties with exceptional grounds may differ from that of other shareholders, including
share options held by the parties being not subject to acquisition.
When these procedures have become actually necessary, the Company will disclose details toshareholders in a timely and appropriate manner and in accordance with applicable laws andregulations, and requests that shareholders check said details.
5.

Rationality of the Plan
(1) Satisfaction of criteria in the guidelines concerning anti-takeover measures
The Plan satisfies the three principles set forth in "Guidelines Regarding Takeover Defense for
the Purposes of Protection and Enhancement of Corporate Value and Shareholders’ Common
Interests" on May 27, 2005 by the Ministry of Economy, Trade and Industry and the Ministry ofJustice ((i) principle of ensuring and enhancing corporate value and the common interests ofshareholders), (ii) principle of prior disclosure and shareholder intent, and (iii) principle of
ensuring necessity and appropriateness) as follows. It further has content based on practical workand discussions concerning the "Takeover Defense Measures in Light of Recent Environmental
Changes" published by the Corporate Value Study Group established within the Ministry of
Economy, Trade and Industry on June 30, 2008 and other anti-takeover measures, and thus has ahigh degree of rationality.
(2) Ensuring and enhancing corporate value or the common interests of shareholders
As described in 2 (1) above, by requesting that the large-scale purchaser provide necessary
information regarding the large-scale purchase in advance and by requesting a period for theevaluation and examination of this information, the Plan enables appropriate judgments byshareholders on whether to comply with the large-scale purchase, the presentation of opinions oralternatives for or against the large-scale purchase to shareholders by the Board of Directors of
the Company in response to recommendations by the Independent Committee, or negotiation withlarge-scale purchasers on behalf of shareholders, with the aim of ensuring and enhancing thecorporate value of the Company or the common interests of shareholders.
(3) Prior disclosure
The Company will disclose the Plan in advance in order to enhance the ability of shareholders,investors, and large-scale purchasers to foresee, and to ensure that shareholders have opportunities
to make appropriate choices.
The Company will also continue to perform timely and appropriate disclosure as necessary, in
accordance with applicable laws and regulations.
(4) Emphasis on shareholder intent
At this Annual General Meeting of Shareholders, the Company plans to confirm the intent ofshareholders of the Company regarding the continuation of anti-takeover measures under the- 27 -

Plan. By making the continuation of anti-takeover measures under the Plan contingent upon theapproval of shareholders, we will incorporate the intent of shareholders regarding the continuationof anti-takeover measures.
As described in 3 above, as discontinuation is possible at any time by resolution of a General
Meeting of Shareholders of the Company or of a Board of Directors consisting of the Directors
appointed at a General Meeting of Shareholders, continuation is made contingent upon the intent
of shareholders.
(5) Collection of opinions from outside experts by the Board of Directors of the Company
As described in 2 (2) (d) above, when invoking anti-takeover measures, the Board of Directorsof the Company will, as necessary, conduct consideration after obtaining the counsel of external
experts (financial advisors, attorneys, certified accountants, tax accountants, etc.) who are inthird-party positions independent of the Board of Directors of the Company. This is to ensure
objectivity and rationality in decisions made by the Board of Directors of the Company.
(6) Establishment of the Independent Committee and due respect for its recommendations
As described in 2 (2) (e) above, the Company will establish an Independent Committee toensure the necessity and appropriateness of the Plan and to prevent the Plan from being misused
for the protection of management. The Independent Committee will be composed of three or more
Outside Directors of the Company (including substitutes for these) or outside experts, etc. who
are independent of the management team that engages in execution of the Company's business.
When invoking anti-takeover measures, the Board of Directors of the Company will give due
respect to the recommendations of the Independent Committee in order to ensure the fairness ofdecisions and eliminate arbitrary judgments by the Board of Directors of the Company. The
Independent Committee, as necessary, in principal, and at the expense of the Company, may
obtain the counsel of external experts (financial advisors, attorneys, certified accountants, tax
accountants, etc.) who are in third-party positions independent of the Board of Directors of theCompany and the Independent Committee. This is to ensure objectivity and rationality indecisions involving the recommendations of the Independent Committee.
In addition, an outline of the judgments of the Independent Committee will be disclosed toshareholders in a timely and appropriate manner. Mechanisms have been secured by which thePlan will be operated, with assurance of transparency that will contribute to the corporate value of
the Company and the common interests of shareholders.
(7) Setting of guidelines
The Company has set these Guidelines as internal criteria that incorporate objective
requirements in order to prevent arbitrary judgments and handling by the Board of Directors of
the Company in the procedures under the Plan, and to ensure the transparency of procedures.
Through the establishment of these Guidelines, the criteria to be followed when deciding whether
to invoke, not invoke, or discontinue countermeasures are made highly objective and transparent,
and sufficient predictability is ensured in the Plan. (See Appendix 4 for an outline of these
Guidelines.)(8) Not a dead-hand anti-takeover measure or a slow-hand anti-takeover measure
As described in 3 above, as discontinuation of the Plan is possible at any time by resolution of aGeneral Meeting of Shareholders of the Company or of a Board of Directors consisting of the
Directors appointed at a General Meeting of Shareholders, it is not a dead-hand anti-takeovermeasure (an anti-takeover measure which cannot be prevented even if a majority of the membersof the Board of Directors are replaced) or a slow-hand anti-takeover measure (an anti-takeovermeasure that requires time to prevent as members of the Board of Directors cannot all be changed
at once).

- 28 -

Appendix 1
Status of Major Shareholders (as of February 28, 2022)

Name

Address

Number ofshares owned(thousands)

Ratio of thenumber ofsharesowned tototal number
of issued
shares (%)

The Master Trust Bank of
2-11-3 Hamamatsucho, Minato-ku,
1,578
7.33
Japan, Ltd. (trust account)Tokyo
The Dai-ichi Life Insurance
1-13-1 Yurakucho, Chiyoda-ku,
Company, Limited
Tokyo
1,254
5.83
(Standing proxy: Custody Bank
(1-8-12 Harumi, Chuo-ku, Tokyo)
of Japan, Ltd.)The Hiroshima Bank, Ltd.
1-3-8 Kamiyacho, Naka-ku,(Standing proxy: Custody Bank Hiroshima
1,069
4.97
of Japan, Ltd.)(1-8-12 Harumi, Chuo-ku, Tokyo)
Sumitomo Mitsui Banking
1-1-2 Marunouchi, Chiyoda-ku,
781
3.63
CorporationTokyo
YONDOSHI HOLDINGS
2-19-10 Kamiosaki, Shinagawa-ku,
Group Co-Prosperity
758
3.52
Tokyo
Association
The Iyo Bank, Ltd.
1 Minamihoribatacho, Matsuyama,(Standing proxy: Custody Bank Ehime Prefecture739
3.43
of Japan, Ltd.)(1-8-12 Harumi, Chuo-ku, Tokyo)
Tsuguo Oyama
Hiroshima
405
1.88
Custody Bank of Japan, Ltd.
1-8-12 Harumi, Chuo-ku, Tokyo
367
1.70(trust account)
Custody Bank of Japan, Ltd.
(Sumitomo Mitsui Trust Bank,
Ltd. re-trust; The Momiji Bank, 1-8-12 Harumi, Chuo-ku, Tokyo
352
1.63
Ltd. employee pension trust
account)
Shimako Sumikawa
Tokyo
340
1.58
Total
―
7,645
35.53
Note:
1. The Company holds 2,813,996 shares (11.56%) of treasury stock, but is excluded from major
shareholders.
2. The above percentage of shares owned is calculated on the basis of 21,517,360 shares, being the total
24,331,356 shares issued as of February 28, 2022 with 2,813,996 shares of treasury stock excluded.

- 29 -

Appendix 2
Steps in Procedures under the Plan
[Overview of large-scale purchase rules]*1

Potential start oflarge-scale purchase

Completion ofsubmission of largescale purchaser
information

Submission ofstatement of intent

Large-scalepurchaser

10 business days

Period for evaluation by Board of
Directors (in principle)
60 days/90 days

*2
Expression of opinionsof the Board of
Directors

Request for submissionof large-scale purchaser
information

Board of Directorsof the Company*1: In the case that, based solely on information initially received, the Board of Directors of the Company
or the Independent Committee has deemed it difficult for the shareholders of the Company to properly
judge whether to comply with the large-scale purchase, or for the Board of Directors of the Company
or the Independent Committee to form opinions on the pros and cons of the large-scale purchase(hereinafter "opinion formation") or formulate alternate proposals (hereinafter "alternate proposal
drafting") for appropriate presentation to shareholders, the Board of Directors of the Company or the
Independent Committee may, as the need arises, request that the large-scale purchaser provide
additional information necessary for proper judgment by shareholders and opinion formation oralternate proposal drafting by the Board of Directors of the Company and the Independent Committee,
by setting a reasonable deadline for submission and by disclosing to shareholders the reasons forrequiring the specific period and reasonable period.
*2: 60 days (not including the first day) in the case of purchase of all of the stock certificates, etc. of theCompany through a cash-only (yen) tender offer; 90 days (not including the first day) in the case ofother large-scale purchases. In the event of unavoidable circumstances by which the Board of
Directors of the Company fails to reach a resolution on whether to invoke countermeasures within the
Board of Directors evaluation period for reasons including the Independent Committee failing to
make certain recommendations during the Board of Directors evaluation period, the Board of
Directors of the Company may, based on recommendations of the Independent Committee, extend theBoard of Directors evaluation period, one time only and to the extent necessary, up to a maximum of
30 days (not including the first day).
*3: The Independent Committee will, as necessary, issue recommendations to the Board of Directors of
the Company on the invoking or non-invoking of countermeasures.
*4: As necessary, the Board of Directors of the Company will present to shareholders business plans, etc.
as alternatives to acquisition proposals and business plans presented by large-scale purchasers, or will
negotiate with large-scale purchasers on behalf of shareholders.
*5: When the Board of Directors of the Company has itself made a determination that a General Meetingof Shareholders of the Company should be convened in order to put to vote the invoking ofcountermeasures under the Plan, the Board of Directors of the Company will convene a General
Meeting of Shareholders of the Company as early as possible.

- 30 -

[Overview of invoking of countermeasures]

Emergence of large-scale purchaser

Compliance with large-scale purchase rules

Non-compliance with large-scalepurchase rules

Independent Committee

Independent Committee

In principle, recommendation of
non-invoking of countermeasures;
however, recommendation of
invoking if purchaser corresponds toaggressive purchaser

Board of Directors

In principle, recommendation of
invoking of countermeasures

Board of Directors

General Meeting of
Shareholders

General Meeting of
Shareholders

Non-invoking, discontinuation, etc. of
countermeasures

Invoking of countermeasures* An overview of steps in procedures under the Plan is shown in Appendix 2.

- 31 -

Appendix 3
Names and Brief History of Independent Committee Members
Name:
Toyomasa Akiyama (Born Feb 28, 1954)
Brief History:
Jul 1997
Senior Examiner (Large Enterprise Examination Department),
Tokyo Regional Taxation Bureau, National Tax Agency
Jul 2006
Chief Examiner (Corporation Taxation Group), Higashi-Murayama Tax Office,National Tax Agency
Sep 2008
Certified Public Tax Accountant, Tax Master Tax Accountant Corporation
Jun 2015
Auditor, Foundation for International Development / Relief (incumbent)
May 2016
Outside Director and Audit & Supervisory Board Member, the Company(incumbent)
May 2016
Audit & Supervisory Board Member, F.D.C. PRODUCTS INC. (incumbent)
Sep 2017
Representative Partner, Tax Master Tax Accountant Corporation (incumbent)
Name:
Nobuko Kitagawa (Born Jan 17, 1971)
Brief History:
Apr 1997
Registered as Attorney
Apr 1997
Attorney, Asuka Sogo Law Office (currently Hayabusa Asuka Law Office)Apr 2003
Fixed-term Officer (Supervision Bureau), Financial Services Agency
Oct 2014
Legal Councilor, Japan Securities Dealers Association
Jun 2015
Outside Director, The Bank of Kochi, Ltd. (incumbent)
Apr 2016
Attorney, Komatsu Partners (currently Kotohira Partners)
May 2020
Outside Director and Audit & Supervisory Board Member, the Company(incumbent)
Jan 2021
Attorney, Nobuko Kitagawa Law OfficeApr 2022
Attorney, Shimada Mirai Law Office (incumbent)
Name:
Naoki Kodama (Born Feb 5, 1956)
Brief History:
Apr 1978
Joined IBM Japan, Ltd.
Apr 2002
Senior Managing Director, JBCC Corporation
Aug 2007Managing Director, NITORI Co., Ltd.
Oct 2012
Managing Director of CAINZ CORPORATION
Jun 2017
Representative, M&S Consulting (incumbent)
Jun 2021
Outside Director, Softcreate Holdings Corporation (incumbent)
Name:
Yo Ota (Born Oct 3, 1967)
Brief History:
Apr 1993
Registered as Attorney (Dai-Ichi Tokyo Bar Association)
Feb 2001
Registered as Attorney, State of New York, USA
Apr 2001
Civil Affairs Bureau, Ministry of Justice (in charge of Commercial Code,Counselor's Office)Jan 2003
Partner, Nishimura & Partners (currently Nishimura & Asahi) (incumbent)- 32 -

Appendix 4
1.

Outline of "Guidelines for Invoking Countermeasures, etc."
PurposeThe "Guidelines for Invoking Countermeasures, etc." (hereinafter "these Guidelines") are for the
purpose of establishing procedures and action guidelines in preparation for the invoking or noninvoking of countermeasures such as the gratis allotment of share options, etc., or other necessary
resolutions, by the Board of Directors of the Company or Independent Committee (stipulated in 6
below) in conjunction with countermeasures to address large-scale purchases of the stock of theCompany (hereinafter "the Plan") in the event of the emergence of a large-scale purchaser (asstipulated below), from the standpoint of ensuring and enhancing the corporate value of the Company
or the common interests of shareholders.
In these Guidelines, "large-scale purchase" will have the meaning of acts that fall or may fall under
any of a to c below (excluding acts approved in advance by the Board of Directors of the Company),and "large-scale purchaser" will have the meaning of a party that seeks to or is currently conducting alarge-scale purchase.
① Purchase or other acquisition3 of stock certificates, etc. issued by the Company1, by which the
combined stock certificate, etc. holding ratio for a specified shareholder of the Company2
becomes 20% or more
② Purchase or other acquisition7 of stock certificates, etc. issued by the Company4, by which the
combined stock certificates, etc. ownership ratios for a specified shareholder of the Company5and for a specially related party thereof6 become 20% or more------------------------------------------------------------------------------------------------------------------------------ 1.
2.

3.

4.
5.

6.

7.

Refers to stock certificates, etc. defined in Article 27-23, Paragraph 1 of the Financial Instruments and Exchange Act.
The same applies hereinafter except where specified otherwise.
Refers to the stock certificate, etc. holding ratio defined in Article 27-23, Paragraph 4 of the Financial Instruments andExchange Act. The same applies hereinafter; however, in the calculation of the stock certificate, etc. holding ratio, (i)specially related parties defined in Article 27-2, Paragraph 7 of the same Act, and (ii) investment banks, securities
companies, and other financial institutions that have concluded financial advisory agreements with specified
shareholders as well as tender offer agents and lead securities companies of the specified shareholders (hereinafter"contract financial institutions, etc.") will be deemed to be joint owners of the specified shareholders (meaning joint
owners defined in Article 27-23, Paragraph 5 of the same Act, including those deemed to be joint owners pursuant toParagraph 6 of the same Article (and including parties deemed to fall under such by the Board of Directors of theCompany)). When calculating the stock certificate, etc. holding ratio, the latest information published by the Company
may be used to obtain the total number of issued shares of the Company.
Includes the holding of the right to request delivery of stock certificates, etc. based on sales or other contracts, and theperformance of transactions stipulated in Article 14-6 of the Order for Enforcement of the Financial Instruments andExchange Act.
Refers to stock certificates, etc. defined in Article 27-2, Paragraph 1 of the Financial Instruments and Exchange Act.
This also applies for the following part of b.
Refers to the stock certificate, etc. ownership ratio defined in Article 27-2, Paragraph 8 of the Financial Instruments andExchange Act. The same applies hereinafter. When calculating the stock certificate, etc. ownership ratio, the latest
information published by the Company may be used to obtain the total number of voting rights of the Company.
Refers to a specially related party defined in Article 27-2, Paragraph 7 of the Financial Instruments and Exchange Act.
However, for parties listed in item (i) of the same Paragraph, this excludes those specified in Article 3, Paragraph 2 of
the Cabinet Office Order on Disclosure Required for Tender Offer for Share Certificates by Persons Other Than Issuers.
Note that (i) joint holders and (ii) contract financial institutions, etc. will be deemed to be specially related parties of thespecified shareholder. The same applies hereinafter except where specified otherwise.
Includes purchases and other paid transfers, and items similar to paid transfers stipulated in Article 6, Paragraph 3 of theOrder for Enforcement of the Financial Instruments and Exchange Act.

------------------------------------------------------------------------------------------------------------------------------③

Regardless of whether the acts specified in ① or ② above are carried out, acts including
agreements that are carried out between a specified shareholder (or shareholders; the same- 33 -

applies to the following part of ③) of the Company who intends to perform an act specified in① or ② above and another shareholder of the Company (limited, however, to othershareholders for which, for stock certificates, etc. issued by Company, the combined stock
certificate, etc. holding ratios for the specified shareholder and the other shareholder become
20% or more), and by which said other shareholder becomes a joint owner with said specified
shareholder, or an act which establishes a relationship between said specified shareholder andsaid other shareholder by which one party comes to effectively control the other party or bywhich the parties act jointly or in collaboration.
2.

Invoking of countermeasures(1) In the case that a large-scale purchaser has violated the large-scale purchase rules in key respects(including cases in which the large-scale purchaser does not provide necessary additional information
within a reasonable period set by the Board of Directors of the Company, or cases in which the largescale purchaser does not comply with discussions and negotiations with the Board of Directors of theCompany), and if said violation has not been rectified within five business days after the Board of
Directors of the Company has issued a request in writing that the large-scale purchaser rectify thematter, the Independent Committee will, in principle, recommend that the Board of Directors of theCompany invoke countermeasures against the large-scale purchase, except in cases in which there is aclear need not to invoke said countermeasures in order to ensure or enhance the corporate value of theCompany or the common interests of shareholders, or in which other special circumstances are present;and (2) even in the case that the large-scale purchaser has observed the large-scale purchase rules, if thelarge-scale purchaser has been recognized as a party to which any of the circumstances (A) to (K)below apply (hereinafter "aggressive purchaser"), the Independent Committee will recommend that theBoard of Directors of the Company invoke countermeasures, and the Board of Directors, with due
respect to the recommendation of the Independent Committee, will resolve to invoke thecountermeasures.
However, after the Independent Committee has issued to the Board of Directors of the Company arecommendation to invoke countermeasures, if the large-scale purchase is withdrawn or if otherchanges occur in factual relationships, etc. upon which the recommendation decision was grounded,
the Independent Committee may issue a recommendation to discontinue the invoking ofcountermeasures, or other recommendations, to the Board of Directors of the Company. Even if the
Independent Committee has issued a recommendation for a resolution of non-invoking ofcountermeasures, in the event that the Board of Directors of the Company recognizes the presence of
circumstances such as a risk of violating the Directors' duty of due care of a prudent manager, theBoard of Directors of the Company may make a resolution of invoking countermeasures, or, without
making a resolution of non-invoking, may convene a General Meeting of Shareholders in order to put
to shareholders the decision on whether to invoke countermeasures.

------------------------------------------------------------------------------------------------------------------------------8.

9.

Determination of whether a "relationship between said specified shareholder and said other shareholder by which one
party comes to effectively control the other party or by which the parties act jointly or in collaboration" has been
established will be made on the basis of the formation of a new investment relationship, business alliance relationship,transaction or contract relationship, concurrent executive position relationship, funding relationship, credit provision
relationship, etc., as well as on the direct and indirect effects that the large-scale purchaser and the other shareholders
have on the Company, etc.
Determination of whether the acts specified in c above have been carried out will be reasonably made by the Board of
Directors of the Company. The Board of Directors of the Company may request the provision of necessary information
to the shareholders of the Company, to the extent deemed necessary to determine whether the requirements for "largescale purchasing" are met.

------------------------------------------------------------------------------------------------------------------------------ (A) The party is conducting acquisition of the stock certificates, etc. of the Company for the purposeof inflating the stock price and having Company-related parties take back the shares at a highprice despite a lack of intent to participate substantially in the management of the Company (i.e.,- 34 -

is a "greenmailer") or the objective of the acquiring stock certificates, etc. of the Company isprimarily the capture of short-term profit margins(B) The party's objective for participation in the management of the Company is primarily totemporarily control the management of the Company and to transfer intellectual property rights,
know-how, trade secrets, major business partners, customers, etc. necessary for the managementof the Company to the large-scale purchaser, its group companies, etc.
(C) The party is conducting acquisition of the stock certificates, etc. of the Company with the plan to
improperly divert the assets of the Company for use as collateral for debts of the large-scalepurchaser or its group companies or as funds for repayment after controlling the management of
the Company(D) The party's objective for participation in the management of the Company is primarily totemporarily control the management of the Company, dispose of high-value assets such as realestate and securities that are not involved in the business of the Company at the time, and use thegain from disposal to temporarily inflate dividends or seek opportunities for a sharp rise in stock
price due to the temporary high dividend in order to sell off stock at a high price(E) The party indicates no particular interest in and is not particularly involved in the management of
the Company, and, after acquisition of the shares of the Company, solely seeks to capture shortto medium-term profits on sale of the shares of the Company by selling to the Company or to athird party, and ultimately seeks only to pursue its own profit even through disposal of the assetsof the Company(F) The conditions of acquisition of the Company's stock certificates, etc. proposed by the largescale purchaser (including but not limited to the type, value, and grounds for calculation of theconsideration for purchase, as well as content, timing, method, legality, and feasibility) are
judged on the basis of reasonable grounds to be inadequate or inappropriate in light of thecorporate value of the Company(G) The acquisition method proposed by the large-scale purchaser is acquisition by a coercive
method that structurally restricts the opportunities or the freedoms for judgment of shareholders,typified by a two-tier takeover (by which, when not all of the stock certificates, etc. of theCompany can be acquired in a single-tier takeover, conditions for a two-tier takeover are
disadvantageously set, and acquisition of the stock certificates, etc. of the Company is carriedout in a non-explicit manner or in a manner that raises concerns about future liquidity of thestock certificates, etc. of the Company due to delisting, etc., effectively forcing shareholders tocomply with the acquisition), or by a partial tender offer (a tender offer for only a portion, notall, of the stock certificates, etc. of the Company), etc.
(H) There is expectation of significant harm to the corporate value of the Company, including to theinterests of shareholders, customers, employees, and other stakeholders of the Company, due tothe acquisition of controlling rights by the large-scale purchaser, and, moreover, it is determinedon the basis of reasonable grounds that there exists a risk of significant impediment to ensuring
and enhancing the corporate value of the Company, or it has been determined that the mediumto long-term future corporate value of the Company would clearly be subordinated in the eventthat the large-scale purchaser were to acquire controlling rights, relative to if it did not(I) The fact of acquisition of controlling rights by a large-scale purchaser would itself significantly
cause harm to the corporate value of the Company, such as through loss of important business
partners of the Company(J) The large-scale purchaser has been judged on the basis of reasonable grounds to be inappropriate
as a controlling shareholder from the standpoint of public order and morals, such as when the
management team, major shareholders, or investors of the large-scale purchaser include persons
who have a relationship with antisocial influences or terrorism-related organizations(K) In other cases conforming to any of (A) to (J), it has been determined that the corporate value of
the Company or the common interests of shareholders will be significantly harmed
3.

Non-invoking of countermeasures
The Board of Directors will not invoke countermeasures in the following cases.

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(1) The Board of Directors of the Company has, as a result of sufficient discussion and negotiation
with the large-scale purchaser, determined that the large-scale purchaser is not an aggressive
purchaser.
(2) At a General Meeting of Shareholders of the Company convened to put to vote the invoking ofcountermeasures under the Plan, a proposal to approve the invoking of countermeasures under
the Plan was rejected.
(3) Shareholders who hold half or more of the voting rights of all shareholders of the Company(excluding large-scale purchasers) have explicitly expressed an intent to comply with the largescale purchase by the large-scale purchaser.
(4) Other cases specified separately by the Board of Directors of the Company.
4.

Retraction of countermeasures
The Board of Directors will retract countermeasures in the following cases.
(1) Approval for the proposal by the large-scale purchaser for the large-scale purchase has beenobtained by ordinary resolution at a General Meeting of Shareholders of the Company.
(2) A unanimous decision has been rendered by the Independent Committee.
(3) Other cases specified separately by the Board of Directors.

5.

Content of countermeasures
Countermeasures will in principle be according to the gratis allotment of share options stipulated in
Article 277 and later in the Companies Act. (The allotted share options are hereinafter referred to as"the share options".) However, if it is deemed appropriate to invoke other countermeasures permitted
by the Companies Act, other laws and regulations, and the Articles of Incorporation of the Company,
said other countermeasures may be used.
An outline of cases in which gratis allotment of the share options is implemented as acountermeasure against the large-scale purchase is as described in Appendix 5, and (i) conditions forexercise by which the exercise of rights is not permitted for parties that, based on the counsel of the
Independent Committee, have been recognized by the Board of Directors as specified large-scalepurchasers (stipulated by the Board of Directors of the Company in accordance with prescribed
procedures), co-owners of these, or specially related parties thereof, or parties that are effectively
controlled by and that act jointly or in collaboration with the aforementioned parties (hereinafter"parties with exceptional grounds"); or (ii) when the Company seeks to acquire a portion of the shareoptions, a period of exercise, conditions for exercise, acquisition provisions, etc. with consideration ofeffects as countermeasures against the large-scale purchase, such as acquisition provisions that provide
for the ability to acquire only the share options held by share option holders other than parties withexceptional grounds, may be set.

6.

Independent Committee
The Independent Committee will be composed of three or more persons. Members of the
Independent Committee will be appointed by the Board of Directors of the Company from among
Outside Directors of the Company (including substitutes for these) or outside experts, who are
independent of the management team that engages in execution of the Company's business. These
persons will conclude agreements with the Company that include provisions for the duty of due care of
a prudent manager with respect to Company, etc.
The Independent Committee, as necessary, may obtain the counsel of external experts (financial
advisors, attorneys, certified accountants, tax accountants, etc.) who are in third-party positions
independent of the Board of Directors of the Company and the Independent Committee. The Company
will bear all costs incurred in obtaining said counsel, except in exceptional cases where deemed
particularly unreasonable.
In principle, resolutions of the Independent Committee will be passed by a majority of Committee
members, with all Committee members in attendance. However, in the event that an accident or otherunavoidable circumstance has befallen a member of the Independent Committee, resolutions will bepassed by a majority of those members present, with a majority of Independent Committee members inattendance.

- 36 -

7.

Timely disclosure
Regarding matters necessary for the Plan, the Board of Directors of the Company will make timely
and appropriate disclosure of information to shareholders and investors, in accordance with theCompanies Act, the Financial Instruments and Exchange Act, and rules related to these; withgovernment ordinances, Cabinet Office and ministerial ordinances; and with the rules of financial
instrument exchanges, as applicable (hereinafter collectively referred to as "laws, etc.").

8.

Period of validity of, continuation of, discontinuation of, and amendments to the Plan
The period of validity of the Plan will be from the time of expiration of the period of validity of theCurrent Plan to the time of conclusion of the Annual General Meeting of Shareholders for the lastbusiness year that ends within three years following the conclusion of the 72nd General Meeting of
Shareholders of the Company scheduled for May 26 of this year (hereinafter "this Annual General
Meeting of Shareholders"). However, in the case that, at the time of the conclusion of the Annual
General Meeting of Shareholders, there exists a party which is putting forth an acquisition proposal ora party which intends to acquire controlling shares of the Company and which has been specified by
the Board of Directors of the Company, the period of validity will be extended to the extent necessary
to address the act that is being carried out or is intended. Even before the expiration of the period ofvalidity, in the case that ① a proposal to discontinue the Plan has been approved at the General
Meeting of Shareholders of the Company, or ② the Board of Directors of the Company has resolved
to discontinue the Plan, or ③ a proposal for approval of the introduction of the Plan has been rejected
at this Annual General Meeting of Shareholders, the Plan will be discontinued at that time.
From the current year onward, at the first meeting of the Board of Directors of the Company
following the conclusion of the Annual General Meeting of Shareholders of the Company, the Board of
Directors of the Company will, as necessary, consider whether to continue, discontinue, or amend thePlan, and will carry out required resolutions as necessary.
From the standpoint of ensuring and enhancing corporate value or the common interests ofshareholders, the Board of Directors of the Company may review or amend the Plan as necessary, evenat occasions other than the above-noted first meeting of the Board of Directors of the Company
following the conclusion of the Annual General Meeting of Shareholders, with the approval of the
Independent Committee, to an extent that is not contrary to the overall aims of the Plan, and to theextent deemed reasonably necessary due to revisions to laws and regulations, etc. (including
amendments to the names of laws, etc., or the establishment of new laws, etc. that succeed old laws,etc.) or to the interpretation or application of these, or due to amendments to the tax system, judicial
precedents, etc.

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Appendix 5
Overview of implementation of gratis allotment of share options
1.

Shareholders eligible for allotment
Gratis allotment of share options, in proportional number set separately by the Board of Directors of
the Company up to one per share held (excluding common stock held by the Company) will be carriedout toward shareholders listed or recorded in the final register of shareholders as of the date of record
separately set by the Board of Directors.

2.

Type and number of shares that are the target of share options
The type of shares that are the target of share options are common stock of the Company. Common
stock of the Company granted through exercise of a share option will be one share.

3.

4.

5.

Date on which gratis allotment of share options goes into effectThis will be determined separately by the Board of Directors.
Value of assets contributed when exercising each share option
The object of contribution when exercising each share option will be money. The value per share ofcommon stock of the Company for assets contributed when exercising share options will be an amountdetermined separately by the Board of Directors of the Company, within a range from 1 yen to an
amount equivalent to 50% of the fair value of one share of the Company. "Fair value" here is theaverage closing price (including quotations) of ordinary transactions of the common stock of theCompany on the Tokyo Stock Exchange going back 90 days (excluding days on which there is no
closing price) from the day prior to the day of the resolution on the gratis allotment of share options,rounded up to the nearest yen.
Restrictions on the transfer of share options
Acquisition by transfer of share options will require approval by the Board of Directors.

6.

Criteria for the exercise of share options
Criteria for the exercise of share options will be as separately determined by the Board of Directors.
(Criteria for exercise may be added by which the exercise of rights is not recognized for parties that,based on the counsel of the Independent Committee, have been recognized by the Board of Directors as
specified large-scale purchasers (stipulated by the Board of Directors of the Company in accordancewith prescribed procedures), co-owners of these, or specially related parties thereof, or parties that are
effectively controlled by and that act jointly or in collaboration with the aforementioned parties, etc.
(hereinafter "parties with exceptional grounds").)7.

Acquisition of share options rights by the Company
In accordance with a resolution of the Board of Directors, the Company may add acquisition criteria
to the effect that the Company may acquire all share options, or only share options owned by shareoption rights holders other than parties with exceptional grounds, on either the condition that the largescale purchaser has violated the large-scale purchase rules or other certain grounds have arisen, or thecondition that a date separately determined by the Board of Directors has arrived.

8.

Grounds for gratis acquisition of share options (grounds for discontinuation of countermeasures)
In the event that any of the following grounds has arisen, the Company may acquire all share options
gratis.
(a) Approval for the proposal by the large-scale purchaser for the large-scale purchase has beenobtained by ordinary resolution at a General Meeting of Shareholders of the Company.
(b) A unanimous decision has been rendered by the Independent Committee.
(c) Other cases specified separately by the Board of Directors.

9.

Cooperation with the liquidation of share options- 38 -

If it is reasonably recognized that a party with exceptional grounds which has received allotment ofshare options no longer poses a threat to the corporate value of the Company or the common interestsof shareholders, the Company, after consulting with the Independent Committee, will cooperate withina reasonable extent with the liquidation of share options granted to the party with exceptional grounds
as compensation for the acquisition of share options, or share options owned by the party withexceptional grounds, by means such as arranging for a third party to take over the share options at afair price as of the time of purchase (with calculation to exclude inflated market price due to being thetarget of speculation). However, the Company will bear no obligation in this regard.
10. Period for exercise of share options, etc.
The period for the exercise of share options and other necessary matters will be determined
separately by the Board of Directors, taking into consideration effectiveness as countermeasuresagainst large-scale purchases, etc.

- 39 -