Securities Code: 5185
June 10, 2022

To Our Shareholders:
105 Sugaya 3-chome, Ageo City, Saitama Prefecture

FUKOKU
President & CEO

Co.,

Ltd.

Takashi Ogawa

Notice of the 69th Ordinary General Meeting of Shareholders
Thank you very much for your continued support.
We are pleased to inform you that the 69th Ordinary General Meeting of Shareholders of FUKOKU Co., Ltd. (the“Company”) will be held as indicated below.
To prevent the spread of the novel coronavirus disease (COVID-19), you are kindly requested to exercise yourvoting rights in writing or via the Internet to the extent possible. Please review the Reference Documents for
General Meeting of Shareholders as below and refer to the “Guide for the Exercise of Voting Rights” (on page 3),
to exercise your voting rights by no later than 5:00 p.m. on Monday, June 27, 2022.

1. Date:
2. Venue

Sincerely yours,
Tuesday, June 28, 2022, at 10:00 a.m. (Reception for attendees will began at 9:30 a.m.)
3-2 Shin-toshin, Chuo-ku, Saitama City, Saitama Prefecture
Sakura Hall, THE MARK GRAND HOTEL (Former Rafre Saitama)（3F)(The venue this year is the same as last year. Please refer to the “Access Information for the Venue of
the General Meeting of Shareholders” provided at the end of the document.)

3. Purposes:

Items to bereported

1. Report on the Business Report, Consolidated Financial Statements,
and Audit Reports of Consolidated Financial Statements by
Accounting Auditor and Audit and Supervisory Committee for the69th Fiscal Year (April 1, 2021 to March 31, 2022)
2. Report on Non-Consolidated Financial Statements for the 69th
Fiscal Year (April 1, 2021 to March 31, 2022)

Items to beresolved

Agenda No. 1
Agenda No. 2
Agenda No. 3
Agenda No. 4

Partial Amendment to the Articles of Incorporation
Election of Eight (8) Board Members (Excluding Board Members who are
Audit)
Election of One (1) Board Member who is Substitute Audit
Continuation of Countermeasures to Large-Scale Acquisitions of theCompany’s Shares, etc. (Takeover Defense Measures)〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
〰
If there are any revisions to the Reference Documents for General Meeting of Shareholders and the Business Report, as well as consolidated financial statements
and non-consolidated financial statements, such revisions will be posted on the Company’s website (URL: https://www.fukoku-rubber.co.jp/).

Of the documents that should be provided at the time of sending this notice of convocation, the following matters are posted on the website of theCompany ( https://www.fukoku-rubber.co.jp/) pursuant to laws and requirements and Article 13 of the Articles of Incorporation of the Company.
Therefore, such matters are not indicated in the printed documents provided with this notice: “System for ensuring the appropriateness of operations andits operating status,” “Policy on determination of distribution of surplus, etc.” and “Basic policy on control over the business corporation” in the Business
Report; “Consolidated statement of changes in net assets” and “Notes to Consolidated Financial Statements” in the Consolidated Financial Statements
and “Statement of changes in net assets” and “Notes to Non-consolidate Financial Statements” in the Non-consolidated Financial Statements.
The page number in the documents is referred to the documents in Japanese version.

Reference Documents for General Meeting of Shareholders
Agenda No. 1 Partial Amendment to the Articles of Incorporation
1. Reasons for the proposal
The revised provisions stipulated in the proviso to Article 1 of the Supplementary Provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) are due to come into effect on September
1, 2022. Accordingly, to prepare for the introduction of a system for providing reference documents, etc.
for the General Meeting of Shareholders in electronic format, etc., the Company will change its Article
of Incorporation as described below.
(1) Article 13, paragraph 1 in the proposed amendment stipulates that the Company shall take measuresfor providing information that forms the contents of reference documents, etc. for the General
Meeting of Shareholders in electronic format, etc.
(2) Article 13, paragraph 2 in the proposed amendment stipulates that the Company shall establish aprovision for limiting the scope of matters to be described in printed documents issued toshareholders who request the issuance of such documents.
(3) Accordingly, the provision for disclosure via the Internet of reference documents, etc. for the
General Meeting of Shareholders and deemed provision (Article 13 of the current Articles ofIncorporation) will become unnecessary, and the Company will delete it.
(4) With the additions and deletion mentioned above, a supplementary provision concerning theeffective date, etc. will be established.
2. Details of the amendments
The details of the amendments are as follows.
(The underlined portion represents where an amendment is to be made.)
Current Articles of Incorporation
Chapter 3: General Meeting of Shareholders(Disclosure via the Internet of Reference Documents, etc.
for the General Meeting of Shareholders and Deemed
Provision)
Article 13. In convening a General Meeting of
Shareholders, the Company shall be deemed to haveprovided to shareholders information concerning mattersrequired to be described or presented in General Meetingof Shareholders reference documents, business reports,

Proposed amendment
Chapter 3: General Meeting of Shareholders(Deleted)non-consolidated financial statements and consolidated
financial statements by disclosing such information via
the Internet in a manner set forth in the ministerial
ordinances of the Ministry of Justice.
(Newly established)(Provision of Documents for General Meeting of
Shareholders in Electronic Formant, etc.)
Article 13. In convening a General Meeting of
Shareholders, the Company shall take measures forproviding information that forms the contents ofreference documents, etc. for the General Meeting of
Shareholders in electronic format, etc.
2. Of the contents provided in electronic format, etc., theCompany may exclude all or part of matters prescribedby the ministerial ordinances of the Ministry of Justicefrom printed documents issued to shareholders whorequested the issuance of such documents by the record
date of voting rights.

Supplementary Provision(Transitional Measures Concerning Exemption of
Liabilities of Audit & Supervisory Committee Members)
1 (Provisions deleted)
2 (Provisions deleted)

Supplementary Provision(Transitional Measures Concerning Exemption of
Liabilities of Audit & Supervisory Committee Members)
Article 1 (Unchanged)
2 (Unchanged)(Newly established)(Transitional Measures Concerning Provision ofDocuments for General Meeting of Shareholders inElectronic Format, etc.)
Article 2. The deletion of Article 13 of the current Articles
of Incorporation (Disclosure via the Internet of Reference
Documents, etc. for the General Meeting of Shareholders
and Deemed Provision) and the establishment of Article
13 of the amended Articles of Incorporation (Provision ofDocuments for General Meeting of Shareholders inElectronic Format, etc.) shall be effective from
September 1, 2022, which is the date of enforcement
provided for in the proviso to Article 1 of the
Supplementary Provisions for the Act Partially
Amending the Companies Act (Act No. 70 of 2019)(hereinafter referred to as the “Date of Enforcement.”)

2. Notwithstanding the provisions of the preceding
paragraph, Article 13 of the current Articles ofIncorporation (Disclosure via the Internet of Reference
Documents, etc. for the General Meeting of Shareholders
and Deemed Provision) shall remain effective regarding
any General Meeting of Shareholders held on a datewithin six months from the Date of Enforcement.
3. These Supplementary Provisions shall be deleted on thedate on which six months have passed from the Date of
Enforcement or three months have passed from the dateof the General Meeting of Shareholders in the preceding
paragraph, whichever is later.

Agenda No. 2 Election of Eight (8) Board Members (Excluding Board Members who are Audit)
The term of office of all seven (7) Board Members (excluding Board Members who are Audit; the sameis applicable in this agenda item herein below) will expire at the conclusion of this Ordinary General
Meeting of Shareholders.
Accordingly, the Company proposes the election of eight (8) Board Members (including two (2) Outside
Board Members).
The details of the proposal under this agenda item have been approved by the Board of Directors after
receiving a report from the “Nomination and Remuneration Committee,” a consultative body to the Boardof Directors the majority of which are comprised of by independent Outside Board Members.
In addition, with regard to this agenda item, Audit and Supervisory Committee is of an opinion that it isappropriate to elect the respective candidates as Board Members.
The candidates for Board Members are as follows.
CandidateNo.

Current positions in the
CompanyName

1

Reelection

Takashi Ogawa

President & CEO

2

Reelection

Ikuo Oshiro

Corporate Officer &Director

3

Reelection

Yoshihiro Ohashi

Director & Managing
Corporate Officer

4

Reelection

Kenji Watanabe

Corporate Officer &Director5

Reelection

Kenichiro Yomura

Corporate Officer &Director

6

Newelection

Masahiro Emura

Corporate Officer

7

Reelection

Robert H, Janson

Outside8

Newelection

Hiroko Shimizu

OutsideIndependent
Corporate
OfficerIndependent
Corporate
Officer

Outside Director

Candidate No.

１

Takashi Ogawa(February 26, 1954)

Reelection

Brief profile, position and responsibility at the Company (Significant concurrent positions)

April 1976
May 1993
June 2003
23,870 shares June 2008
June 2012
December 2015
April 2018
March 2019
April 2019

Number of theCompany’s shares owned

June 2019
April 2020
July 2020

Joined NIPPONDENSO CO., LTD. (current DENSO CORPORATION)
Vice President of the U.S. entity of ASMO Co., Ltd. (current DENSO CORPORATION)
Director, Head of Quality Assurance Department, of DENSO CORPORATIONManaging Director of DENSO CORPORATION
President of the Indonesian entity of DENSO CORPORATION
Vice President & Representative Director of DENSO CORPORATION
Executive Advisor to the Motor Business of DENSO CORPORATION
Resigned from DENSO CORPORATION
Joined the Company as Vice President, Corporate Officer & Director, Head of Business
Management Headquarters
Vice President & Representative Director, Assistant to President and Head of Business
Management Headquarters
Vice President & Representative Director, and Assistant to President
President & CEO(incumbent)[Reason for the nomination and the expected role]

Mr. Takashi Ogawa has a wide range of knowledge on the overall management of an automobile parts manufacturer and excellent
leadership based on his extensive experience as President & CEO of the Company and at other companies, and thus we consider him to beappropriate as the candidate for Board Member to request his election.
Candidate No.

2

Ikuo Oshiro(January 15, 1961)

Reelection

Brief profile, position and responsibility at the Company (Significant concurrent positions)
Number of theCompany’s shares owned

5,000 shares

April 1983
April 2016
April 2019
April 2020
July 2020
January 2021

Joined the Company
Head of OA Business Unit of the Company, in charge of new businesses
Corporate Officer & Director, Head of Functional Parts Business, Business Management
Headquarters
Corporate Officer & Director, Head of Industrial Equipment Business, Business
Management Headquarters
Director & Corporate Officer and Head of Industrial Equipment Business, in charge oftechnology development
Director & Corporate Officer and Head of Sales Headquarters(incumbent)[Reason for the nomination and the expected role]

Mr. Ikuo Oshiro is thoroughly familiar with the technology of the Company and has rich experiences in product development and business
operation of non-automobile industries. Accordingly, we consider him to be appropriate as the candidate for Board Member to further
promote the business development of the Company going forward and, thus, request his election.

Candidate No.

3

Yoshihiro Ohashi (July 5, 1959)

Reelection

Brief profile, position and responsibility at the Company (Significant concurrent positions)

April 1983
December 1997
April 2001
6,030 shares January 2008
April 2010
May 2010
October 2010
January 2012

Number of theCompany’s shares owned

September 2012
April 2014
April 2016
June 2018
June 2019
July 2020
April 2021
April 2022

Joined Nichimen Corporation (current Sojitz Corporation)
Head of Chemical Engineering, Beijing Representative Office of Nichimen Corporation
President of the Tianjin entity of Nichimen Corporation
Director of Sojitz JECT Corporation
Resigned from Sojitz Corporation and Sojitz JECT Corporation
Joined the Company, Head of Administration Headquarters
Deputy Head of Sales Headquarters, and Head of Overseas Operation Office
President & CEO of the Company’s SIAM FUKOKU CO., LTD., and Director of THAIFUKOKU CO., LTD.
President & CEO of SIAM FUKOKU CO., LTD., and Director of THAI FUKOKUPANAPLUS FOUNDRY CO., LTD.
Corporate Officer & Director of the Company, and President & CEO of SIAM FUKOKU
CO., LTD.
Corporate Officer & Director and Head of ASEAN Area of the Company, and President &CEO of SIAM FUKOKU CO., LTD.
Director & Corporate Officer of the Company
Director & Corporate Officer and Deputy Head of Business Management Headquarters, incharge of group companies
Director & Managing Corporate Officer, and Head of Corporate Headquarters and SCM
Headquarters, in charge of group companies
Director & Managing Corporate Officer, and Head of Planning Headquarters and SCM
Headquarters, in charge of Corporate Headquarters and group companies
Director & Managing Corporate Officer, Head of Planning Headquarters and in charge of SCM
Headquarters and group companies(incumbent)[Reason for the nomination and the expected role]

We judge Mr. Yoshihiro Ohashi to be appropriate as the candidate for Board Member in light of our aims to strengthen the management ofour group companies in and outside Japan and promote SCM going forward, and his track records in assuming the management responsibility
for the group companies of the Company as well as ASEAN region, a focus area, and thus request his election.

Candidate No.

4

Kenji Watanabe(November 11, 1957)

Reelection

Brief profile, position and responsibility at the Company (Significant concurrent positions)

April 1983
May 1993
October 1997
17,620 shares April 2004
April 2009
March 2012
December 2013
April 2018

Number of theCompany’s shares owned

June 2019
April 2020
July 2020
June 2021
March 2022

Joined the Company
Plant manager of THAI FUKOKU CO., LTD.
Director of PT. FUKOKU INDONESIA
President & CEO of PT. FUKOKU TOKAI RUBBER INDONESIA
Vice President of HEBEI FUKOKU RAILWAY EQUIPMENT CO., LTD.
President of FUKOKU VIETNAM CO., LTD.
President & CEO of FUKOKU INDIA PRIVATE LIMITED
Corporate Officer & Director of the Company, and President & CEO of FUKOKU INDIA
PRIVATE LIMITED
Corporate Officer & Director and Head of ASEAN Area of the Company, and President &CEO of FUKOKU INDIA PRIVATE LIMITED
Corporate Officer & Director, Head of ASEAN Area, Head of Business Management
Headquarters, and Head of Functional Parts BusinessDirector & Senior Managing Corporate Officer, Head of Business Management
Headquarters, and Head of Functional Parts BusinessDirector & Senior Managing Corporate Officer and Head of Business Management
Headquarters, in charge of safety and quality control
Director & Corporate Officer, Head of ASEAN Area of the Company, and Director & Chairmanof SIAM FUKOKU CO., LTD.
(incumbent)[Reason for the nomination and the expected role]

Mr. Kenji Watanabe has rich overseas experiences and extensive knowledge on management as well as leadership as demonstrated byhis thorough familiarity with technology and manufacturing of the Company and track records of establishing many overseas bases toachieve commercialization. Accordingly, we judge him to be appropriate as the candidate for Board Member and request his election.

Candidate No.

５

Kenichiro Yomura(March 30, 1960)

Reelection

Brief profile, position and responsibility at the Company (Significant concurrent positions)
Number of theCompany’s shares owned

April 1982
April 2004

3,030 shares April 2009

April 2013
July 2014
June 2015
July 2015
April 2016
April 2018
April 2019
April 2021
June 2021
April 2022

Joined Nissan Motor Co., Ltd.
General Manager of Sales at Dongfeng Nissan Passenger Vehicle Company, Dongfeng MotorCo., Ltd.
Head of Middle East Division, Nissan Motor Co., Ltd.
President of Nissan Motor India Private Limited.
General Manager in charge of AMI Business Division, Nissan Motor Co., Ltd.
Resigned from Nissan Motor Co., Ltd.
Joined the Company, Assistant to Head of Administration Headquarters
Head of Corporate Administration Department, Administration Headquarters
Head of Sales Administration Office, Sales Headquarters
Corporate Officer & Director, Head of Human Resources Department
Corporate Officer & Director, Head of Human Resources Department and Head of Corporate
Headquarters
Director & Corporate Officer, Head of Corporate Headquarters and Head of Human Resources
Department, and in charge of China Area
Director & Corporate Officer, Head of Corporate Headquarters, and in charge of China Area
(incumbent)[Reason for the nomination and the expected role]

In addition to business experiences at a leading automobile company, Mr. Kenichiro Yomura has extensive knowledge as well as trackrecords of making considerable contributions as the head of the administrative division of the Company. Accordingly, we judge him tobe appropriate as the candidate for Board Member to strengthen organizations in and outside Japan and step up our efforts for talentdevelopment and, thus, request his election.
Candidate No.

６

Masahiro Emura(November 14, 1970)

Newelection

Brief profile, position and responsibility at the Company (Significant concurrent positions)

April 1989
April 2007
October 2008
686 shares April 2009
April 2014
April 2016
April 2021
April 2022

Number of theCompany’s shares owned

Joined the Company
Manager of the Seal Production Section in the Ageo Plant of the Company
Plant Manager of SIAM FUKOKU CO., LTD.
Vice President of SIAM FUKOKU CO., LTD.
Plant Manager of Seal Business in the Ageo Plant of the Company
Plant Manager of Gunma No. 2 Plant of the Company
Corporate Officer & Director, Head of Functional Parts Business, Business Management Headquarters
Corporate Officer & Director, Head of Business Management Headquarters and Head of Functional
Parts Business(incumbent)[Reason for the nomination and the expected role]

Masahiro Emura has rich experience in manufacturing, which is the root of our business, and strong leadership. His involvement is
considered to be useful for business management with the intention of further advancing business expansion. Accordingly, we judge him
to be appropriate as a candidate for Board Member and request his election.

Candidate No.

７

Robert H. Janson(June 14, 1949)

OutsideReelection

Brief profile, position and responsibility at the Company (Significant concurrent positions)

April 1973
June 1978
August 1978
January 1980
4,400 shares July 1980
July 1983

Number of theCompany’s shares owned

Representative in Japan of Continental Gumi Welke AG (current Continental AG)
Resigned as representative in Japan of Continental Gumi Welke AG (current Continental AG)
Joined Audi NSU Auto Union
Transferred from Audi NSU Auto Union to Volkswagen
Representative of Volkswagen Audi Japan
Vice President & Representative Director of Volkswagen KK (current Volkswagen Group
Japan KK)
July 1993
Representative of Tokyo Representative Office of Volkswagen Asia Pacific Inc.
September 1998 Resigned as Vice President & Representative Director of Volkswagen Group Japan KK andfrom Tokyo Representative Office of Volkswagen Asia Pacific Inc.
January 1999 President & CEO of Janson & Associates, Inc.
January 2007 Director of FEV Japan Co., Ltd.
May 2017
Representative Director of FEV Japan Co., Ltd.
Director (Part-time/Outside) and Member of the Nomination and Remuneration Committee of theJune 2021
Company(incumbent)[Reason for the nomination and the expected role]

In addition to having extensive knowledge on management, including that gained through his experience as serving as the representativeof the Japanese entity of a leading European automobile manufacturer, Mr. Robert H. Janson provided advice as a sales consultant to theCompany over many years. Accordingly, we expect him to provide appropriate suggestions and advice as a Board Member (Outside) of
the Company and consider him appropriate as a candidate for Board Member (Outside), and request his election.
If Mr. Robert H. Janson is elected, the Company expects him to provide oversight, supervision and advice on the Company’s
management and business execution in an independent position as Outside Board Member based on his wealth of experience andknowledge on management, as well as continuing to be involved in personnel and remuneration decisions, among other things, for its
officers and senior managers in an objective and neutral position as a member of the Nomination and Remuneration Committee.

Candidate No.

８

Hiroko Shimizu(March 8 1957)

OutsideNewelection

Brief profile, position and responsibility at the Company (Significant concurrent positions)
April 1979
April 2002
April 2002
April 2007
0 shares May 2011
June 2013
September 2013
June 2015
November 2015
March 2020
June 2021

Number of theCompany’s shares owned

Joined Fujitsu Limited
Personnel & General Affairs Service Center Manager
President of Fujitsu Human Resources Professionals Limited
Principal General Manager of Service Business Headquarters of Fujitsu Limited
Chief Examiner of ISO/IEC JTC1 SC40/WG3 Committee
Resigned from Fujitsu Limited and Fujitsu Human Resources Professionals Limited
Managing Corporate Officer of HR One Corporation
Resigned from HR One Corporation
Joined Tokyo System Research Corp. Corporate Officer
Resigned from HR One Corporation
Outside Director of Raito Kogyo Co., Ltd.
(incumbent)[Reason for the nomination and the expected role]Ms. Hiroko Shimizu has broad knowledge as an IT expert and extensive experience in working in human resources departments inaddition to operational experience in many companies as well as having abundant experience and knowledge in business management
through obtaining a masters degree in business administration and other roles. The Company expects her to provide appropriate
suggestions and advice as an Outside Board Member. Accordingly, we consider her appropriate as a candidate for Board Member(Outside), and request her election.
If Ms. Hiroko Shimizu is elected, the Company expects her to provide oversight, supervision and advice on the Company’s management
and business execution in an independent position as Outside Board Member based on her wealth of experience and knowledge on
management, as well as being involved in personnel and remuneration decisions, among other things, for its officers and senior
managers in an objective and neutral position as a member of the Nomination and Remuneration Committee.

(Note) 1. There is no special conflict of interests between any of the candidates and the Company.

2. Mr. Robert H. Janson and Ms. Hiroko Shimizu are the candidates for Outside Board Members. The reasons fornominating them as Outside Board Members are as described in the ‘Reason for the nomination and the expectedrole’ above.
3. Mr. Robert H. Janson meets the requirements of Independent Board Member specified by the Tokyo Stock Exchange,
Inc. In addition, Ms. Hiroko Shimizu is a candidate for independent Board Member.
4. Mr. Robert H. Janson is currently an Outside Board Member of the Company, and his term in office will be one (1)year at the conclusion of the General Meeting of Shareholders.
5. If the proposal under this agenda item is approved as proposed, the Company plans to continue an agreement to limit
liability under Article 423, Paragraph 1, of the Companies Act with Mr. Robert H. Janson pursuant to the provisionsof Article 427, Paragraph 1, of the said Act, and enter into one to limit liability under Article 423, Paragraph 1, of
the Companies Act with Ms. Hiroko Shimizu pursuant to the provisions of Article 427, Paragraph 1, of the said Act.
The amount of liability under the said agreement shall be one hundred thousand (100,000) yen or the minimum
amount provided for by the laws and regulations, whichever is higher.
6. The Company maintains a directors and officers liability insurance policy with an insurance company, and thecandidates shall be included as insured under the relevant insurance policy. Please refer to page 47 of the Business
Report for an outline of the relevant insurance policy and other information.

For your reference
1. Skills of executive Board Members (if candidates for Board Members are elected at this General
Meeting of Shareholders)Expertise and experiences that the Company expects from Board Members
Director

Takashi
Ogawa

Title

Sympathy withthe passion andBusinessspirit of the
managementcompany’s
founding

Diversity

Finance andLegal andhumaninternal
resources
controls
strategies

President & CEO















Kenji
Watanabe

Director
Corporate Officer
Director
Managing
Corporate Officer
Director
Corporate Officer







Kenichiro
YomuraDirector
Corporate Officer











Masahiro
Emura

Director
Corporate Officer











Ikuo Oshiro
Yoshihiro
Ohashi







Sales

R&D

Manufacturi
ng andquality






















2. Skills of Outside Board Members and Audit and Supervisory Committee Members (if candidates for
Board Members are elected at this General Meeting of Shareholders)Expertise and experiences that the Company expects from Board Members

Director

RobertH.JansonHirokoShimizu

Title

Director(Outside)
Independent
Corporate Officer
Member of theNomination andRemuneration
Committee
Director(Outside)
Independent
Corporate
OfficerMember of theBusinessmanagement

Statement of opinions
Finance andconcerning nomination,
Legal and
Reflection of opinions
human
remuneration, etc.
Diversityinternalof stakeholders
resources(Nomination andcontrols
including shareholders
strategies
Remuneration
Committee Members)





















Nomination andRemuneration
Committee

Takashi
KimuraNorikoKajiwara

Yasuhiro
Fujiwara

Director(Audit andSupervisory
Committee
Member)Member of theNomination andRemuneration
Committee
Director(Audit andSupervisory
Committee
Member, Outside)
Independent
Corporate
OfficerMember of theNomination andRemuneration
Committee
Director(Audit andSupervisory
Committee
Member, Outside)
Independent
Corporate
OfficerMember of theNomination andRemuneration
Committee































Agenda No. 3 Election of One (1) Board Member who is Substitute Audit
Mr. Kokichi Takahashi, who was elected as a Board Member who is a substitute Audit and Supervisory
Committee Member at the 68th Ordinary General Meeting of Shareholders held on June 29, 2021, proposed
to resign as a Board Member who is a substitute Audit and Supervisory Committee Member at theconclusion of this General Meeting of Shareholders. Accordingly, in order to prepare for the case where thenumber of Board Members who are Audit and Supervisory Committee Members falls below the number
stipulated by laws and regulations, we request the election of one (1) Board Member who is a substitute
Audit and Supervisory Committee Member once again. Please note that the election shall become invalid ata resolution of the Board of Directors of the Company, provided that the person elected has not assumed
office.
In addition, the details of the proposal under this agenda item have been consented by Audit andSupervisory Committee and approved by the Board of Directors after receiving a report from the“Nomination and Remuneration Committee,” a consultative body to the Board of Directors the majority ofwhich are comprised of by independent Outside Board Members. The candidate for Board Member who issubstitute Audit is as follows

Hiroko Shimizu (March 8, 1957)

OutsideNewelection

Brief profile, position and responsibility at the Company (Significant concurrent positions)

April 1979
April 2002
Number of theApril 2002
Company’s shares owned
April 2007
0 shares May 2011
June 2013
September 2013
June 2015
November 2015
March 2020
June 2021

Joined Fujitsu Limited
Personnel & General Affairs Service Center Manager
President of Fujitsu Human Resources Professionals Limited
Principal General Manager of Service Business Headquarters of Fujitsu Limited
Chief Examiner of ISO/IEC JTC1 SC40/WG3 Committee
Resigned from Fujitsu Limited and Fujitsu Human Resources Professionals Limited
Managing Corporate Officer of HR One Corporation
Resigned from HR One Corporation
Joined Tokyo System Research Corp. Corporate Officer
Resigned from HR One Corporation
Outside Director of Raito Kogyo Co., Ltd.
(incumbent)[Reason for the nomination and the expected role]Ms. Hiroko Shimizu has broad knowledge as an IT expert and extensive experience in working in human resources departments inaddition to operational experience in many companies as well as having abundant experience and knowledge in business management
through obtaining a masters degree in business administration and other roles. The Company expects her to use her knowledge for theaudit system of the Company and considers her appropriate as a candidate for a substitute Board Member who is an Audit andSupervisory Committee Member (Outside Board Member), and request her election.
If Ms. Hiroko Shimizu is elected, the Company expects her to provide oversight, supervision and advice on the Company’s management
and business execution in an independent position as Outside Board Member based on her wealth of experience and knowledge on
management, as well as being involved in personnel and remuneration decisions, among other things, for its officers and senior
managers in an objective and neutral position as a member of the Nomination and Remuneration Committee.
(Notes) 1. There is no special conflict of interests between the candidate and the Company.
2. We request Ms. Hiroko Shimizu, the candidate for Board Member who is a substitute Audit and Supervisory Committee Member,to be elected as a substitute Outside Board Member.
3. Ms. Hiroko Shimizu meets the requirements of Independent Board Member specified by the Tokyo Stock Exchange, Inc.

4. If Agenda No. 2, “Election of Eight (8) Board Members (Excluding Board Members who are Audit and Supervisory Committee
Members),” is approved as proposed, Ms. Hiroko Shimizu will assume office as a Board Member who is not an Audit andSupervisory Committee Member. However, in the case where the number of Board Members who are Audit and Supervisory
Committee Members falls below the number stipulated by laws and regulations, Ms. Hiroko Shimizu will resign as a Board
Member who is not an Audit and Supervisory Committee Member and assume office as a Board Member who is an Audit andSupervisory Committee Member.
5. The Company maintains a directors and officers liability insurance policy with an insurance company, and the candidates shall be
included as the insured of the relevant insurance policy. Please refer to page 47 of the Business Report for an outline of therelevant insurance policy and other information.

Agenda No. 4: Continuation of Countermeasures to Large-Scale Acquisitions of the Company’s Shares, etc.
(Takeover Defense Measures)
The Company was granted approval from its shareholders for the continuation of countermeasures to largescale acquisitions of the Company’s shares, etc. (hereinafter referred to as “the current plan”) at the 68th
Ordinary General Meeting of Shareholders held on June 29, 2021. Its effective period will expire at theconclusion of the Ordinary General Meeting of Shareholders.
The Company has considered its ideal state, including the desirability of its continuation, from the viewpointof ensuring and enhancing corporate value and the common interests of shareholders. As a result, in the Boardof Directors Meeting held on May 13, 2022, the Company determined to amend the current plan partiallyand put forward the proposal to the Ordinary General Meeting of Shareholders (hereinafter, thecountermeasures after continuation is referred to as “the Plan”).
Please note that there is no fact that the Company has currently received a proposal for the large-scaleacquisition of the Company’s shares, etc.
Details
1. Basic policy(1) Contents of the basic policy
As an entity listed on a financial instruments exchange, the Company respects the free trading of theCompany’s shares on the market and will not categorically deny any proposals of the large-scale acquisitionof the Company’s shares, etc. by a certain party, as long as it contributes to ensuring and enhancing theGroup’s corporate value and, in turn, the common interests of its shareholders. The Company also believes
that any decision on whether or not to accept a proposal for the large-scale acquisition of shares, etc. should
ultimately be entrusted to the decision of the shareholders.
However, among proposals for the large-scale acquisition of shares, etc., there are a number of cases that
do not contribute to the corporate value and the common interests of shareholders of the target company,
such as one that can damage corporate value, and, in turn, the common interests of shareholders from theperspective of the purpose of acquisition, a post-acquisition management policy and others, one that caneffectively force shareholders to sell their holdings and one that does not provide sufficient information forshareholders to make a final decision.
The Company thinks that unless a party who controls the Company’s finances and business policies
understands the Company’s finances, the contents of its business and the source of its corporate value andenhances them in the medium to long run, the Company’s corporate value and in turn, the common interestsof its shareholders will be eventually damaged.
The Company considers a party who implement a large-scale acquisition, etc. that can damage theCompany’s corporate value and the common interests of its shareholders, as mentioned above, to be unfit as
the party who controls decisions on the Company’s finances and business policies, and the Company finds it
necessary to ensure the Company’s corporate value and the common interests of its shareholders throughtaking necessary and appropriate countermeasures to the proposal for large-scale acquisition, etc. by the party.

(2) Special measures that realize the basic policy
The Company has taken the following measures with the aim of ensuring that shareholders and investors
continue investing in the Company in the medium to long term through realizing its corporate value and, inturn, the common interests of its shareholders.
The Company regards these measures as the ones that are well appreciated by all its stakeholders fromshareholders and investors to customers, business partners, employees and local communities, which
contribute to maximizing shareholder value and help promote the basic policy in (1) above.
[1] Measure for enhancing corporate value(i) Measure based on the medium-term management plan
The Company announced the “Medium-term Management Plan for FY2021 to FY2023” in February 2021
with the recognition that the Company’s mission is to fulfill its responsibility to a sustainable society throughsolving issues with its technological capabilities in polymer science and from a long-term perspective. The
Company will strengthen its business foundation, focus on measures pivoting on a shift to a profitableearnings structure and simultaneously, push forward with group-wide business activities to achieve themanagement goals for the next three years.
[Management goals]

71.5 billion yen

FY2023 (the final year of Mediumterm Management Plan)
80.0 billion yen

Ordinary income ratio

3.5%

7%

ROE (Return on Equity)

6.7%

8%

Payout ratio (consolidated)

38.5%

30%

FY2021 results
Net sales (consolidated)[Basic strategies]- Improvement of the organizational culture for developing growth strategy
Streamlining of production processes, enhancement of earnings power through reducing defective output,
etc. and higher efficiency in indirect work
- Deepening of existing businesses
Strengthening of design technology (including virtual design technology), and selection and concentrationof overseas business- Evolution of new business
Creation of life-science business
Expansion of CASE-capable business[ESG management]
By pursuing ESG (Environment/Social/Governance) management, the Company will coexist with society
and help solve social issues.
(ii) Dividends and shareholder return(The basic policy for dividend programs )The Company positions the return of profits to its shareholders as one of the key management issues, and set
it as the basic policy to maintain stable payment of dividends and simultaneously, return profits toshareholders in accordance with financial results while paying attention to retained earnings, etc. with futurebusiness development and the characteristics of business in mind. Regarding the dividend amount, theCompany will determine the amount of dividends using a consolidated payout ratio of 30% as a guide andwith an annual dividend of 20 yen per share (10 yen per share each for interim and year-end dividends) as
the minimum level.
[2] Measure for reinforcing corporate governance
For advancing the above measures, the Company is striving to further reinforce corporate governance.
The Company has chosen a company with audit and supervisory committee as an institutional design togive voting rights to Audit and Supervisory Committee members at Board of Directors meetings and inparallel, has appointed Outside Board Members to fill a minimum of one-third of the Board of Directors,
thereby further strengthening the function to monitor and supervise corporate management. Additionally, toenhance transparency in the process of appointing management executives and determining director
remuneration and others, the Company has installed a voluntary “Nomination and Remuneration Committee”
as the consultative body to the Board of Directors to deliberate on matters concerning appointments andcompensation. Furthermore, with the aim of executing business in swift and appropriate manners, theCompany has adopted a corporate officer system and holds regular management meetings with Board
Members with executive authority, Corporate Officers, the heads of divisions and others to speed up thefunction to execute business through delegation of authorities and share information on a management level,
where information on important agenda is shared and agenda are discussed.
The Company is also making efforts to enhance transparency in corporate management and clarify theresponsibility of the management through disclosing information equally to not only all shareholders andinvestors but also all stakeholders.
[3] Provision of safe and high-quality products
As a corporation that supports customers in solving their issues and manufacturing, the Company considers
it as its mission to provide safe and high-quality products and services globally in continuous and stablemanners and is strengthening a system that fulfills the mission.
2. Purpose of introduction of the Plan and the need for continuation
The Board of Directors of the Company determined to continue the Plan for the purpose of clarifying rulesthat a party who attempts a large-scale acquisition of the Company’s shares, etc. should comply with;securing sufficient information and time for shareholders and investors to make appropriate judgements, andensuring opportunities to negotiate with the party attempting a large-scale acquisition, etc.
As mentioned below, the Plan is to formulate rules that a party who attempts a large-scale acquisition of
the Company’s shares, etc. should comply with, to explain that the Company may take countermeasures
under certain circumstances, which can cause damage to the party attempting a large-scale acquisition, etc.
and by disclosing the above appropriately, to warn the party attempting a large-scale acquisition of theCompany’s shares that will not contribute to the Company’s corporate value and the common interests of its
shareholders.
The shareholder composition of the Company has trended relatively stably, as mentioned later. However,
the Company believes that in the case in which acquirers carry out a large-scale acquisition of shares, etc. toa certain extent that can be judged to have influence on the Company (20% or more), the importance of
securing information and time necessary for shareholders and negotiating with the acquirers will not change
compared to other companies at all.
Moreover, separation between the ownership and corporate management has advanced to the present, with
the Board of Directors of the Company having no members of the founding family. Accordingly, it is highly
likely that the ownership will further diversify through transfers, inheritance and other forms of disposal as
generations and situations change in the future. As of now, the ownership ratio of the founding family has
declined 4.5% from the previous year. Furthermore, through implementation of fund-raising by issuance ofshares and other methods, it is highly likely that the composition of shareholders of the Company will change
in the future.
Also, in the Plan, the implementation of countermeasures, etc. is subject to Regulations for Independent
Committee (for the overview, please refer to Attachment 1) in order to defy the arbitrary judgement of theBoard of Directors of the Company, thereby going through the judgment of the Independent Committee,
which is made up of only those who are independent from the management of the Company that executebusiness: Outside Board Members of the Company or outside experts (experienced corporate managers,
former government officials, lawyers, certified public accountants or academic experts or those equivalent
to the above. Hereinafter, the same shall apply.) Simultaneously, information shall be disclosed toshareholders and investors in a timely manner to ensure transparency. The three people described in
Attachment 2 “Career brief of Members of Independent Committee” are scheduled to assume the position of

the committee members of the Independent Committee at the time of the continuation of the Plan.
Please note that the Company has not currently received any proposal for the large-scale acquisition of theCompany’s shares, etc.
3. Contents of the Plan (Measure for preventing an inappropriate party in light of the basic policy fromcontrolling decisions on policies of the finances and business of the Company)(1) Procedures for the Plan
[1] Large-scale acquisition, etc. subject to the Plan
The Plan shall apply to cases in which the large-scale acquisition of the Company’s shares, etc. thatfall upon (i) and (ii) below or similar acts take place (however, excluding cases which are approvedby the Board of Directors of the Company. Hereinafter, such acts are referred to as “acquisition,etc.”). A party who carries out or attempts to carry out acquisition, etc. (hereinafter, referred to as“acquirer, etc.”) shall follow the procedures set forth beforehand in the Plan.
(i) An acquisition in which the ownership ratio (Note 3) of the holder (Note 2) exceeds 20% concerning
shares, etc. of which the Company is the issuer (Note 1).
(ii) A public tender offer in which a total of the ownership ratio of shares, etc. (Note 6) related to the publictender offer (Note 5) and that of the specially-related parties (Note 7) exceeds 20% concerning shares,
etc. of which the Company is the issuer (Note 4).
[2] Prior submission of tender offer statement to the Company
An acquirer, etc. are required to submit to the Board of Directors of the Company documents that
describe a pledge, etc. that the acquirer, etc. will comply with the procedure set forth in the Plan in
conducting acquisition, etc. in a written format specified by the Company in the Japanese language(hereinafter referred to as a “tender offer statement”) prior to the commencement of acquisition, etc.
This shall not apply to cases which the Board of Directors of the Company approves separately. In
the case of receiving a tender offer statement, the Board of Directors of the Company shall provide it
to the Independent Committee promptly.
Specifically, a tender offer statement needs to include the following matters.
(i) Overview of the acquirer, etc.
(a) The name or company name and the address or location(b) The title and name of the representative(c) Purpose of the company, etc. and the line of business(d) Overview of large shareholders or major investors (the top ten persons in shareholding or the capital
contribution ratio)(e) Domestic contact information(f) Governing law of incorporation(ii) The number of the Company’s shares, etc. currently held by the acquirer, etc. and the situation of
trading the Company’s shares, etc. of the acquirer, etc. for 60 days prior to the submission of a tender
offer statement(iii) Overview of acquisition, etc. proposed by the acquirer, etc. (including the class and number of theCompany’s shares, etc. that the acquirer, etc. plan to obtain through acquisition, etc. and the purpose

of acquisition, etc. (acquisition of the right to control or participation in corporate management, pureinvestment or strategic investment, or transfers, etc. of the Company’s shares, etc. to a third party
after the acquisition, etc. In the case in which there are other purposes, such as acts of making
important proposals, etc. (Note 8), the intent and the contents are required. In the case in which there
are multiple purposes, it is required to describe all of them.))[3] Provision of the necessary information
In the case in which a tender offer statement in [2] above was submitted, the acquirer, etc. arerequested to take the following steps and submit to the Board of Directors of the Company documentsin the Japanese language that describe information that is necessary and sufficient for shareholders
and investors to make judgments on acquisition, etc. and for the Board of Directors of the Company
and the Independent Committee to make evaluation, examination, etc. (hereinafter, referred to as “thenecessary information”).
Firstly, the Company will send to the acquirer, etc., at the domestic address in 2), (i) and (e), a listof information that describes information to be initially provided, within 10 business days (Note 9)from the date of submission of the tender offer statement (excluding the first day). The acquirer, etc.
are requested to submit sufficient information to the Board of Directors of the Company following thelist of information.
However, in the case in which the Board of Directors of the Company or the Independent
Committee reasonably judges the information, submitted by the acquirer, etc. following the list of
information, insufficient for shareholders and investors to make judgments and for the Board of
Directors of the Company and the Independent Committee to make evaluation, examination, etc. inlight of the contents of acquisition, etc., their presentation, etc., the Company may set a deadline fora reply as necessary and ask the acquirer, etc. for additional submission of the necessary information
through the Board of Directors of the Company or the Independent Committee. In this case, theacquirer, etc. are requested to submit such information additionally by the deadline.
In the case in which the Board of Directors of the Company concludes that all of the necessary
information for evaluation, examination, etc. of acquisition, etc. has been provided by the acquirer,
etc., the Board of Directors of the Company will inform the acquirer, etc. of the conclusion (hereinafterreferred to as a “notice of completion of provision of information”) and disclose the conclusion
promptly.
The information related to the items below is included in part of the list of information in principle,
regardless of the contents of acquisition, etc., their presentation, etc.
(i) Details of the acquirer, etc. and their group (in the case of a joint holder (Note 10), a specially-related
party and a fund, each of the associates and other members is included) (including the history, specificname, capital composition, line of business, financial details and the names, career briefs, etc. of thedirectors)(ii) The purpose of acquisition, etc. (details of the purpose disclosed in the tender offer statement), themethod and the contents (including the intention or no intention to take part in corporate management,the kind and amount of the consideration of acquisition, etc., the timing of acquisition, etc., themechanism of related transactions, the number of shares of the planned acquisition and theshareholding ratio after the acquisition, etc., the legality of the method of acquisition, etc. and thefeasibility to implement acquisition, etc.)(iii) The grounds for calculating the price of acquisition, etc. (including the factual premise for calculation,
the calculation method, numerical information used for the calculation and the contents of expectedsynergies from a series of transactions related to acquisition, etc., the name of a third party in the caseof seeking opinions from the third party at the time of the calculation, the overview of the opinions
and the course of events to reach the decision on the price based on the relevant opinions)(iv) Evidence of the fund for acquisition, etc. (including the specific names of providers of the fund(including substantial providers), financing methods, and the contents of related transactions)(v) Existence or non-existence of communication of intention with a third party about acquisition, etc. In
the case of the existence, the contents and the overview of the third party(vi) In the case in which there are a lease contract, collateral contract, buyback contract, booking forpurchase and sale, or other important contracts or arrangements concerning the Company’s shares,
etc. already held by the acquirer, etc. (hereinafter referred to as “collateral contract, etc.”), specificcontents of the relevant collateral contract, etc., such as the kind of the contract, the other party of thecontract and the number, etc. of shares, etc. that are the object of the contracts(vii) In the case in which there is a plan to conclude a collateral contract, etc., or other agreements withthe third party concerning the Company’s shares, etc. that the acquirer, etc. plan to obtain throughacquisition, etc., the specific contents of the relevant agreement, such as the kind of the planned
agreement, the other party of the contract and the number, etc. of shares, etc. that are the object of
the contracts(viii) Management policy, business plan, capital policy and dividend policy of the Company and the Groupafter acquisition, etc.
(ix) Policy for treatment of the Company’s employees, labor union, business partners, customers, local
communities and other stakeholders concerned with the Company after acquisition, etc.
(x) Specific measures for avoiding conflicts of interests with other shareholders of the Company(xi) Other information that the Independent Committee reasonably judges necessary
The Board of Directors of the Company will disclose the fact that a proposal for acquisition, etc.
was made by an acquirer, etc. promptly, and will disclose information deemed necessary forshareholders and investors to make judgments out of the overview of the proposal and of thenecessary information and other information, as necessary[4] Examination of the contents of acquisition, etc., negotiation with an acquirer, etc. andconsideration of alternative plans(i) The Independent Committee’s demand for provision of information to the Board of Directors of theCompany
When a tender offer statement and the necessary information, requested additionally by the Boardof Directors of the Company or the Independent Committee, (if any) are submitted by the acquirer,

etc., the Independent Committee may also ask the Board of Directors of the Company to promptly
present its opinion on the contents of the acquisition, etc. within a reasonable period that the
Independent Committee will specify (however, the period shall not exceed 30 days) (including theopinion to withhold an opinion. Hereinafter, this shall apply), materials for the grounds for the opinion,
alternative plans (if any) and other information, materials, etc. that the Independent Committee finds
necessary from time to time. The purpose of the request from the Independent Committee is tocompare and examine the contents of the tender offer statement and the necessary information
additionally provided, etc. with the business plan, etc. of the Board of Directors of the Company fromthe viewpoint of ensuring and enhancing the Company’s corporate value and the common interests of
its shareholders.
(ii) Examination by the Independent Committee
After making a notice of completion of provision of information, the Board of Directors of theCompany and the Independent Committee will set an examination period that does not exceed 60 days
from the day following the date of the notice in the case of acquisition, etc. of all of the Company’s
shares, etc. through a public tender offer with the consideration as cash in Japanese yen only, or that
does not exceed 90 days in other acquisitions, etc. (hereinafter, referred to as “the Independent
Committee examination period”) and disclose it promptly.
However, the Independent Committee examination period may be extended (provided, however,that does not exceed 30 days) only in the case in which the Independent Committee recognizes that
there is a reasonably necessary reason. In that case, the Company will inform the acquirer, etc. of theextended period and specific reasons that the extended period is necessary and will disclose theinformation to shareholders and investors.
Based on the information, materials, etc., provided by the acquirer, etc. and the Board of Directorsof the Company, the Independent Committee will examine the contents of the acquisition, etc. andalternative plans by the Board of Directors of the Company and conduct collection, comparison,
examination, etc. of information of business plans from the acquirer, etc. and the Board of Directorsof the Company from the viewpoint of ensuring and enhancing the Company’s corporate value andthe common interests of its shareholders, within the Independent Committee examination period. Also,
the Independent Committee itself or through the Board of Directors of the Company will discuss andnegotiate with the relevant acquirer, etc., in order to improve the contents of the relevant acquisition,etc. from the viewpoint of ensuring and enhancing the Company’s corporate value and the common
interests of its shareholders, if necessary. Additionally, the Independent Committee will present theCompany’s alternative plan to shareholders.
In the case in which the Independent Committee seeks provision of materials and other informationfor examination, discussion, negotiations, etc. through the Board of Directors of the Company within
the Independent Committee examination period, the acquirer, etc. must comply with the request
promptly.
In order to ensure that the judgment of the Independent Committee contributes to ensuring andenhancing the Company’s corporate value and, in turn, the common interests of its shareholders, theIndependent Committee may seek advice from independent third parties (including financial advisors,certified public accountants, lawyers, consultants and other experts) at the Company’s expense.
[5] Method for judgment in Independent Committee
The Independent Committee will make a recommendation to the Board of Directors of theCompany pursuant to the following procedure in the case in which an acquirer, etc. emerge. In thecase in which the Independent Committee makes the recommendation, set forth in (i) and (ii) below,
to the Board of Directors of the Company, or in other cases in which the Independent Committee
considers appropriate, the Independent Committee will disclose information on the fact of the relevant
recommendation, its overview and matters that the Independent Committee judges appropriate, by
itself or via the Board of Directors of the Company promptly.
(i) In the case in which the acquirer, etc. do not comply with the procedure specified in the Plan
The Independent Committee will recommend the Board of Directors of the Company to implement
countermeasures in the case in which an acquirer, etc. do not comply with the procedure specified in
the Plan.
(ii) In the case in which the acquirer, etc. comply with the procedure specified in the Plan
The Independent Committee will recommend the Board of Directors of the Company in principle
not to implement countermeasures in the case in which the acquirer, etc. comply with the procedure
specified in the Plan.
However, even in the case in which the procedure specified in the Plan is being complied with, theIndependent Committee may recommend the implementation of countermeasures as an exceptional
measure if it is recognized that the relevant acquisition, etc. will damage the Company’s corporate
value and the common interests of its shareholders significantly, and the implementation ofcountermeasures is judged reasonable, due to the reasons listed from (i) to (v) below.
(a) The case in which it is judged that the acquirer, etc. are a party who is acquiring or try to acquire theCompany’s shares, etc. for the purpose of simply making the share price rise and getting theCompany or people concerned with the Company to buy the Company’s shares, etc. at a high price(the so-called green mailer) although the acquirer, etc. have no genuine intention to take part incorporate management.
(b) The case in which it is judged that the acquirer, etc. are acquiring the Company’s shares, etc. for the
purpose of controlling the corporate management of the Company temporarily and transferring
intellectual property rights, know-how, corporate confidential information and the assets of theCompany or the Group companies, such as major business partners or customers, which arenecessary for the business management of the Company and the Group companies, to the relevant
acquirer, etc., their group companies or others.
(c) The case in which it is judged that the acquirer, etc. are acquiring the Company’s shares, etc. for the
purpose of reusing the assets of the Company and the Group companies as collateral or repayment
fund of the debt of the relevant acquirer, etc., their group companies, or others after gaining controlof the corporate management of the Company.

(d) The case in which it can be judged that the acquirer, etc. are acquiring the Company’s shares, etc.
for the purpose of controlling the corporate management of the Company temporarily anddistributing high amounts of dividends temporarily with gains from the disposal of expensive assetsthat are not engaged in the business of the Company or the Group companies for the time being,such as real estate and securities, through sale, etc., or selling the Company’s shares, etc. at a highprice to obtain capital gains by taking advantage of a surge in the share price resulting from
temporarily high dividends.
(e) The case in which it is judged that the acquisition method of the Company’s shares, etc., proposedby the acquirer, etc., is the one that may actually force the selling of the Company’s shares, etc.
upon the Company’s shareholders by restricting the opportunity or freedom of judgment, such as
the so-called oppressive two-tier purchase (the acquisition, etc. of shares, etc., such as a publictender offer, in which the acquisition of all the shares is not induced in the first stage of acquisition,
and acquisition conditions in the second stage of acquisition are set unfavorably, or not statedclearly).
Additionally, the Independent Committee may request the Board of Directors of the Company
to seek a prior approval of the shareholders concerning the implementation of countermeasures.
[6] Resolution of the Board of Directors and convocation of a General Meeting of Shareholders of theCompany
The Board of Directors of the Company shall respect the recommendation of the Independent
Committee, set forth in [5] above, to the maximum extent, and based on the relevant recommendation,
resolve whether or not to implement countermeasures promptly from the viewpoint of ensuring andenhancing the Company’s corporate value and the common interests of its shareholders.
In the case in which the Independent Committee requests the Board of Directors of the Company
to seek a prior approval of the shareholders in making the recommendation to implement
countermeasures, the Board of Directors of the Company will convene a General Meeting of
Shareholders to confirm the shareholders’ intent (hereinafter referred to as the “General meeting ofshareholders to confirm the shareholders’ intent”) as soon as practically possible and put the proposal
for implementation of countermeasures in the meeting except the case that it is extremely difficult tohold it in practice.
In the case that the Board of Directors of the Company decides to convene the General meeting ofshareholders to confirm the shareholders’ intent, the Independent Committee examination period will
expire in that moment. In the case in which the proposal for implementation of countermeasures isapproved at the relevant General meeting of shareholders to confirm the shareholders’ intent, theBoard of Directors of the Company shall follow the decision at the General meeting of shareholders
to confirm the shareholders’ intent, make a resolution concerning implementation of countermeasuresand take the necessary procedures. On the other hand, in the case that the proposal for implementing
countermeasures is denied at the General meeting of shareholders to confirm the shareholders’ intent,
the Board of Directors of the Company will not implement countermeasures. A resolution at theGeneral meeting of shareholders to confirm the shareholders’ intent shall be passed by a majority of

the voting rights of shareholders with voting rights present at the meeting.
In the case in which the above resolution is passed, the Board of Directors of the Company will
disclose information on the overview of the relevant resolution and other matters that the Board of
Directors of the Company judges appropriate promptly regardless of whether or not the content is toimplement countermeasures.
[7] Cancellation of countermeasures or suspension of implementation
In the case in which even after the Board of Directors of the Company resolves to implement
countermeasures or implements them in accordance with the procedure in [6] above, (i) the acquirer,
etc. suspend acquisition, etc. or (ii) the facts that the premise for the judgment of whether or not to
implement countermeasures change and the situation reaches the point that implementation ofcountermeasures is not regarded as reasonable from the viewpoint of ensuring and enhancing theCompany’s corporate value and the common interests of its shareholders, the Board of Directors of
the Company shall resolve to cancel countermeasures or suspend the implementation.
In the case in which the above resolution is passed, the Board of Directors of the Company will
disclose information on the overview of the relevant resolution and other matters that the Board of
Directors of the Company judges appropriate promptly.
[8] Commencement of acquisition, etc.
An acquirer, etc. shall comply with the procedure set forth in the Plan and cannot commenceacquisition, etc. until the Board of Directors of the Company resolves whether or not to implement
countermeasures.
(2) Overview of gratis allotment of the stock acquisition rights
The countermeasure that the Board of Directors of the Company may implement upon the resolution
mentioned in (1) [6] above shall be the gratis allotment of stock acquisition rights (hereinafter, referred to as“the stock acquisition rights”).
The overview of the gratis allotment of the stock acquisition rights is as per the description in Attachment
3 “Summary of Gratis Allotment of Stock Acquisition Rights.”
The Board of Directors of the Company may cancel or suspend the countermeasure as mentioned in (1) [7]
above even after the resolution for implementation is passed or the countermeasure is implemented. For
instance, in the case in which the Board of Directors of the Company resolves the gratis allotment of thestock acquisition rights as the countermeasure, if an acquirer, etc. suspend acquisition, etc. then the Board of
Directors of the Company makes the resolution mentioned in (1) [7] above, the gratis allotment of the stockacquisition rights can be suspended before the day preceding the ex-dividend date related to the record dateset for the gratis allotment of the stock acquisition rights. After the effective date of the gratis allotment of
the stock acquisition rights, the Company may suspend the implementation of the countermeasure in such a
way as to acquire the stock acquisition rights without contribution before the day preceding thecommencement date of the exercise period of the stock acquisition rights.
(3) Effective period, abolishment and change of the Plan

The effective period of the Plan shall be from the moment of approval, if granted by the shareholders at
the Ordinary General Meeting of Shareholders, to the conclusion of an Ordinary General Meeting of
Shareholders scheduled for June 2023.
However, even before the expiration of the effective period, if a resolution to the effect that the Plan ischanged or abolished is passed at a General Meeting of Shareholders of the Company, the Plan shall bechanged or abolished in that moment pursuant to the relevant resolution. In addition, in the case in which theBoard of Directors of the Company passes a resolution to the effect that the Plan is abolished, the Plan shallbe abolished in that moment.
In the case of judging formal revision necessary accompanying change to the Companies Act, the Financial
Instruments and Exchange Act, other laws and regulations, or change to rules of the financial instruments
exchange, or change to these interpretation and operation, or change to the tax regime, court cases, etc., theBoard of Directors of the Company may revise or change the Plan as needed with approval from the
Independent Committee. On the other hand, in the case in which the Board of Directors of the Company or
the Independent Committee makes a change to the contents of the Plan that may have substantial influenceon shareholders of the Company, a new proposal for the change shall be put for approval of shareholders to
a General Meeting of Shareholders to be held nearest to the change.
In the case in which the Plan is abolished or a change to the contents of the Plan is made in such a way as
to substantially influence shareholders of the Company, the Company will promptly disclose the fact of therelevant abolishment or change and the contents of the change (in the case of change) and other matters thatthe Board of Directors of the Company or the Independent Committee regards as appropriate.
4. Reasonableness of the Plan
(1) To fulfill all of the requirements in the guidelines on takeover defense measures
The Plan satisfies the three principles (Principle of protecting and enhancing corporate value andshareholders’ common interests, Principle of prior disclosure and shareholders’ will and Principle of ensuring
the necessity and reasonableness of defensive measures), set forth in the “Guidelines Regarding Takeover
Defense for the Purposes of Protection and Enhancement of Corporate Value and Shareholders’ Common
Interests,” jointly announced by the Ministry of Economy, Trade and Industry and the Ministry of Justice on
May 27, 2005 and at the same time, is established in reference to “Takeover Defense Measures in Light ofRecent Environmental Changes” published by the Corporate Value Study Group on June 30, 2008.
(2) To be continued for the purposes of ensuring and enhancing corporate value and the common interestsof shareholders
In the case in which acquisition, etc. are carried out, the Plan is intended to secure the time and period
necessary for shareholders to judge whether or not to accept the acquisition, etc. or for the Board of Directorsof the Company to present an alternative plan and negotiate with the acquirer, etc. among others on behalf ofshareholders, whereby the Plan will be continued for the purposes of ensuring and enhancing corporate value
and, in turn, the common interests of shareholders.

(3) One that places importance on shareholders’ willIn the Plan, its continuation is subject to the approval of shareholders at the Ordinary General Meeting of
Shareholders.
Also, as mentioned in 3. (1) [6] above, the Board of Directors of the Company shall confirm shareholders’will on the implementation of countermeasures by the Plan at a General Meeting of Shareholders of theCompany in certain cases.
Moreover, as mentioned in 3. (3) above, in the case in which a resolution to change or abolish the Plan ispassed at a General Meeting of Shareholders of the Company held after approval of the continuation of thePlan, the Plan shall be changed or abolished pursuant to the relevant resolution. Accordingly, the continuation,change and abolishment of the Plan is designed to reflect shareholders’ will in full.
(4) Importance placed on judgment of outsiders with high levels of independence and information
disclosure
The Company has set the Independent Committee as the body that defies the arbitrary judgment of theBoard of Directors of the Company and makes a substantial judgement upon operation of the Plan, including
its implementation, on behalf of shareholders, and the Board of Directors of the Company will respect therecommendation of the Independent Committee to the maximum extent upon the implementation or nonimplementation of countermeasures.
The Independent Committee is comprised of a minimum of three (3) members to be elected from Outside
Board Members of the Company or outside experts who are independent from the management that executes
the business of the Company.
In addition, the overview of the judgment of the Independent Committee will be disclosed to shareholders
and investors as needed, and the Company ensures a mechanism that enables the Plan to be operated withtransparency within the scope of ensuring and enhancing the Company’s corporate value and the common
interests of its shareholders.
(5) Setting of reasonable and objective requirements for implementation
The Plan, as mentioned in 3. (1) [5] above, is set not to be implemented until predetermined reasonable
and objective requirements for the implementation are fulfilled and includes a mechanism that prevents theBoard of Directors of the Company from implementing the Plan arbitrarily.
(6) Enlistment of opinions from third-party experts
As mentioned in 3. (1) [4] above, in the case in which an acquirer, etc. emerge, the Independent Committee
may seek advice from independent third parties (including financial advisors, certified public accountants,
lawyers, consultants and other experts) at the Company’s expense, whereby the fairness and objectivity of
the judgment of the Independent Committee can be ensured sufficiently.
(7) Not being a dead-hand or slow-hand takeover defense measure
As mentioned in 3. (3) above, the Plan is designed to be abolished anytime by the Board of Directors of

the Company. Therefore, the Plan is not a dead-hand takeover defense measure (a takeover defense measurein which even if a majority of the members of the board of directors are replaced, the implementation ofcountermeasures cannot be stopped).
Moreover, the term of the Board Members of the Company (excluding Board Members who are Audit) is
one year, and classified term limits are not employed to Board Members who are Audits, whose term is two
years. Therefore, the Plan is not a slow-hand takeover defense measure (a takeover defense measure in which
the implementation takes more time to stop due to the fact that all members of the board of directors cannot
be replaced at once).
5. Influence, etc. on shareholders and investors(1) Influence on shareholders and investors upon the continuation of the Plan
The stock acquisition rights will not be issued at the time of the continuation of the Plan. Accordingly, thePlan will not give direct and specific influence on legal rights and economic interests that shareholders holdconcerning the Company’s shares at the time of the continuation of the Plan.
As mentioned in 3. (1) above, the Company’s policy for countermeasures against acquisition, etc. will varydepending on whether or not an acquirer, etc. comply with the Plan. Therefore, the Company would ask
shareholders and investors to watch the move of the acquirer, etc.
(2) Influence on shareholders and investors at the time of the gratis allotment of the stock acquisition rights
In the case in which the Board of Directors of the Company decides to implement the countermeasure andimplements the gratis allotment of the stock acquisition rights, the stock acquisition rights will be allotted
without contribution to shareholders recorded in the shareholder register on the allotment date that will be
set separately, at a rate of up to one share acquisition right per share held by the shareholders. Due to thatmechanism, even at the time of the gratis allotment of the stock acquisition rights, the per-share value ofshares of the Company, held by shareholders, will be diluted, but the value of aggravated shares of theCompany, held by shareholders, will not be diluted. Accordingly, the Company does not assume that there
will be direct and specific influence on the legal rights and economic interests that shareholders holdconcerning the Company’s shares.
However, for an acquirer, etc., the implementation of this countermeasure may end up causing any
influence on their legal rights and economic interests.
Even in the case in which the Board of Directors of the Company resolves to implement the gratis allotmentof the stock acquisition rights, the price of the Company’s shares can fluctuate considerably if the cancellationof the countermeasure or suspension of implementation is determined following the procedure, etc.
mentioned in 3. (1) [7] above. For instance, in the case in which the Company suspends the implementationof the countermeasure, acquires the stock acquisition rights without contribution and does not issue newshares after the shareholders who should be allotted the stock acquisition rights without contribution are
confirmed, the per-share value of the shares of the Company, held by shareholders, will not be diluted.
Therefore, please take note that investors or shareholders who traded shares of the Company on the premisethat the per-share value of the Company’s shares would be diluted risk suffering a loss due to fluctuations inthe share price.
Also, in the case of imposing discriminatory conditions on the exercise or acquisition of the stockacquisition rights, it can be assumed that the legal rights and economic interests of the acquirer, etc. will be
influenced upon the exercise or acquisition. But, even in this case, the Company does not presume that there
will be direct and specific influence on the legal rights and economic interests that shareholders, excluding
the acquirer, etc., hold concerning shares of the Company.
(3) Procedure necessary for shareholders upon the gratis allotment of the stock acquisition rights
Shareholders recorded in the final shareholder register on the allotment date of the stock acquisition rights
will not need to take the procedure for application as they become the holders of the stock acquisition rights
as a matter of course on the effective date of the gratis allotment of the stock acquisition rights.
In the case in which the Company takes the procedure for acquisition of stock acquisition rights withacquisition clause, shareholders excluding the acquirer, etc. will receive the Company’s shares without
paying money equivalent to the exercise price of stock acquisition rights as the consideration of theacquisition of the stock acquisition rights by the Company and will not need to take the procedures, such as
cash payment for the stock acquisition rights.
In addition to the above, regarding the particulars of the allotment method, exercise method, method for
acquisition by the Company, method for distribution of shares, and others, the Company will disclose
information or make a notification with respect to the particulars of these procedures in timely andappropriate manners in accordance with applicable laws and regulations and the rules of the financial
instruments exchange after any resolution of the Board of Directors of the Company in relation to the gratis
allotment of the stock acquisition rights, so the Company would ask shareholders to check these details of
the disclosure or the notification.
.
(Note 1) means “share certificates, etc.,” provided for in Article 27-23, paragraph 1 of the Financial Instruments andExchange Act. The same shall apply hereinafter unless otherwise specified. In the case in which laws and regulations
referred to in the Plan are revised (including change to the names of laws and regulations and the formulation of
new laws and regulations that succeed to former ones), the articles of the laws and regulations referred to in the Plan
shall be replaced with articles that substantially succeed to the articles of these laws and regulations after the relevant
revision unless otherwise specified by the Board of Directors of the Company.
(Note 2) means a holder provided for in Article 27-23, paragraph 1 of the Financial Instruments and Exchange Act
including persons who are included in the holders pursuant to paragraph 3 of the same article. Hereinafter, the same
shall apply.
(Note 3) means “holding ratio of share certificates, etc.,” provided for in Article 27-23, paragraph 4 of the Financial
Instruments and Exchange Act. Hereinafter, the same shall apply.
(Note 4) means “share certificates, etc.,” provided for in Article 27-2, paragraph 1 of the Financial Instruments andExchange Act. Hereinafter, the same shall apply in (ii) below.
(Note 5) Defined in Article 27-2, paragraph 6 of the Financial Instruments and Exchange Act. Hereinafter, the same shallapply.
(Note 6) means “holding ratio of share certificates, etc.,” provided for in Article 27-2, paragraph 8 of the Financial
Instruments and Exchange Act. Hereinafter, the same shall apply.

(Note 7) means specially-related parties defined in Article 27-2, paragraph 7 of the Financial Instruments and Exchange
Act (including persons who the Board of Directors of the Company finds fall into such parties) However, regarding
persons listed in item 1 of the same paragraph, excluded are persons specified in Article 3, paragraph 2 of Cabinet
Office Ordinance on Disclosure Required for Tender Offer for Share Certificates, etc. by Person Other Than Issuer.
Hereinafter, the same shall apply.
(Note 8) means a material proposal provided for in Article 27-26, paragraph 1 of the Financial Instruments and ExchangeAct, Article 14-8-2, paragraph 1 of Order for Enforcement of the Financial Instruments and Exchange Act andArticle 16 of Cabinet Office Order on Disclosure of the Status of Large-Volume Holdings in Share Certificates, etc.
(Note 9) A business day refers to days other than days listed in Article 1, paragraph 1, each item of the Act on Holidaysof Administrative Organs. Hereinafter, the same shall apply.
(Note 10) means a joint holder provided for in Article 27-23, paragraph 5 of the Financial Instruments and Exchange Act
including persons who the Board of Directors of the Company finds fall under joint holders pursuant to paragraph
6 of the same article. Hereinafter, the same shall apply.

Attachment 1
Overview of Regulations for Independent Committee
1. The Independent Committee shall be established by resolution of the Board of Directors of the Company
with the aim of defying the arbitrary judgment of the Board of Directors over matters, such as theimplementation of countermeasures against large-scale acquisitions, etc. and ensuring the objectivity
and reasonableness of the judgment and response of the Board of Directors.
2. The members of the Independent Committee shall be a minimum of three persons and elected from ones
that fall upon any of outside directors of the Company or outside experts who are independent from the
management of the Company who execute the business of the Company (experienced corporate
managers, former government officials, lawyers, certified public accountants or academic experts or
those equivalent to the above) pursuant to resolution of the Board of Directors of the Company. The
Company shall conclude contracts that contain provisions of the duty care of a prudent manager andduty of confidentiality with members of the Independent Committee.
3. The term of office of members of the Independent Committee shall be until the conclusion of the annual
general meeting of shareholders relating to the final business year ending within one (1) year after
election, or until the date that the relevant member of the Independent Committee and the Company
separately agree on. However, this shall not apply in cases in which the Board of Directors of theCompany pass other resolutions.
4. The Independent Committee shall be convened by President of the Company or any member of the
Independent Committee.
5. The chair of the Independent Committee shall be elected by a mutual election of members of the
Independent Committee.
6. The Independent Committee may request the attendance of the Company’s Directors, Audit andSupervisory Committee Members, employees and others whom the Independent Committee recognizes
as necessary and demand their opinions or explanations, as necessary.
7. The Independent Committee shall be convened whenever necessary, and the resolution of the
Independent Committee shall be made with a majority vote of the members present at a meeting
attended by all members of the Independent Committee in principle. However, in the events deemedunavoidable, such as an accident of a member, resolution shall be made by a majority vote of themembers present at a meeting attended by the majority of the members except the relevant member.
8. The Independent Committee shall make decisions on the matters listed in each item below and makerecommendations to the Board of Directors of the Company containing the details and reasons for therecommendation. The Independent Committee shall disclose information promptly concerning the fact

of the resolution, the overview and other matters that the Independent Committee judges as appropriate,
directly or through the Board of Directors of the Company.
Each member of the Independent Committee must make such decisions solely with a view to whether or
not the Company’s corporate value or the common interests of its shareholders will be ensured andenhanced, and they must not serve the purpose of their personal interests or those of the management of
the Company.
(1) The implementation or non-implementation of countermeasures related to the Plan (including thedesirability of obtaining the shareholders’ will beforehand over implementation)(2) Cancellation of countermeasures related to the Plan or suspension of their implementation(3) Abolishment or change of the Plan
(4) Determining the information, opinions, alternative plans and materials that an acquirer, etc. and theBoard of Directors of the Company should submit to the Independent Committee(5) Setting the Independent Committee examination period (However, the examination term shall not
exceed 60 days in the case of an acquisition of all the Company’s shares, etc. through a publictender offer with only cash in the Japanese yen as the consideration and shall not exceed 90 days incases of other acquisitions, etc.) and extending the relevant examination period.
(6) Other matters that the Board of Directors of the Company consults with the Independent Committeeout of matters that the Board of Directors of the Company makes judgments on
9. The Independent Committee may implement matters listed in each item below in addition to mattersprovided for in 8.
(1) Examination and consideration of the contents of the acquisition, etc. of an acquirer, etc.
(2) Negotiation and discussion with an acquirer, etc.
(3) Consideration of alternative plans(4) Presentation of alternative plans to shareholders(5) Other matters that the Plan prescribes that the Independent Committee may conduct.
(6) Matters that the Board of Directors of the Company separately determines that the Independent
Committee may conduct.
10. The Independent Committee may seek advice from independent third parties (including financial advisors,certified public accountants, lawyers, consultants and other experts) at the Company’s expense.

Attachment 2
Career Brief of Members of Independent Committee.
1.Robert H. Janson （Director,Outside）
April 1973

Representative in Japan of Continental Gumi Welke AG (current Continental AG)

June 1978

Resigned as representative in Japan of Continental Gumi Welke AG (current Continental AG)

August 1978

Joined Audi NSU Auto Union

January 1980

Transferred from Audi NSU Auto Union to Volkswagen

July 1980

Representative of Volkswagen Audi Japan

July 1983

Vice President & Representative Director of Volkswagen KK (current Volkswagen Group Japan KK)

July 1993

Representative of Tokyo Representative Office of Volkswagen Asia Pacific Inc.

September
1998
January 1999

Resigned as Vice President & Representative Director of Volkswagen Group Japan KK and from Tokyo
Representative Office of Volkswagen Asia Pacific Inc.
President & CEO of Janson & Associates, Inc.

January 2007

Director of FEV Japan Co., Ltd.

May 2017

Representative Director of FEV Japan Co., Ltd.

June 2021

Director (Part-time/Outside) and Member of the Nomination and Remuneration Committee of the Company(incumbent)※Mr. Robert H. Janson meets the requirements of Independent Board Member specified by the Tokyo Stock Exchange, Inc.

2. Noriko Kajiwara（Direcotr, Outside who are Audit）
April 1986

Registered to Daiichi Tokyo Bar Association, Kajiwara Law Office

October 1988

Joined Naritomi Law Office

March 1993

Joined Kajiwara Law Office

January 2000

Yamashita & Tooyama Patent Attorney Office (current Yamashita & Tooyama Law Office)January 2020

Member of the Nomination and Remuneration Committee of the Company

June 2021

Director (Outside who are Audit) and Member of the Nomination and Remuneration Committee of theCompany(incumbent)※Ms. Noriko Kajiwara meets the requirements of Independent Board Member specified by the Tokyo Stock Exchange, Inc.

3. Yasuhiro Fujiwara（Direcotr, Outside who are Audit）
April 1995

Joined Mitsui Home Co., Ltd.

July 1998

Resigned from Mitsui Home Co., Ltd.

October 2001

Joined ChuoAoyama PricewaterhouseCoopers (subsequent Misuzu Audit Corporation)

June 2007

Resigned Misuzu Audit Corporation

July 2007

Joined Ernst & Young ShinNihon (current Ernst & Young ShinNihon LLC)

December 2020

Resigned from Ernst & Young ShinNihon

January 2021

Representative, Fujiwara Certified Public Accountant Office
President & CEO, Accounting Support Kobo Co., Ltd.

June 2021

Director (Outside who are Audit) and Member of the Nomination and Remuneration
Committee of the Company(incumbent)※Mr. Yasuhiro Fujiwara meets the requirements of Independent Board Member specified by the Tokyo Stock Exchange, Inc.

※There is no special conflict of interests between any of three people above and the Company.

Attachment 3
Summary of Gratis Allotment of Stock Acquisition Rights
1. Total number of the stock acquisition rights to be allotted
The total number of the stock acquisition rights to be allotted will be the number that the Board of
Directors of the Company will determine separately in a resolution relating to the gratis allotment of
the stock acquisition rights (hereinafter referred to as “the Gratis allotment resolution”) within thelimits of the equivalent of the final and total number of issued and outstanding shares of the Company(however, excluding the number of the Company’s shares that the Company holds in the same
moment) on a certain date (hereinafter referred to the “Allotment date”) that is separately determinedby the Board of Directors of the Company in the Gratis allotment resolution.
2. Shareholders eligible for allotment
The Company will allot the stock acquisition rights without consideration to the shareholders
recorded in the final shareholder register on the Allotment date at a ratio that the Board of Directors of
the Company will separately determine in the Gratis allotment resolution within the limit of a ratio of
one stock acquisition right for every one share of common stock of the Company held by them(however, excluding the number of the Company’s shares that the Company holds in the same
moment).
3. Effective date of gratis allotment of the stock acquisition rights
The effective date shall be one that the Board of Directors of the Company separately determine in
the Gratis allotment resolution.
4. Class and number of shares that are the object of the stock acquisition rights
The class of shares that are the object of the stock acquisition rights shall be shares of common stockof the Company, and the number of shares that are the object of one stock acquisition right (hereinafter,
referred to as “the Applicable number of shares”) shall be one that the Board of Directors of theCompany will separately determine in the Gratis allotment resolution within the limit of one share.
However, in the case in which the Company splits or combines shares, necessary adjustments shall be
made.
5. Contents and amount of properties to be contributed upon exercise of the stock acquisition rights.
The purpose of contribution that is made upon exercise of the stock acquisition rights are to be in
cash, and the amount of properties per share of common stock of the Company that is contributed upon
exercise of the stock acquisition rights shall be an amount that the Company will separately determine
in the Gratis allotment resolution from one yen and more.
6. Restriction of assignment of the stock acquisition rights
Any assignment of the stock acquisition rights shall require the approval of the Board of Directors of
the Company

7. Conditions for exercise of the stock acquisition rights
The following parties may not exercise the stock acquisition rights: (1) Specified large holders (Note11), (2) Joint holders of specified large holders, (3) Specified large-scale acquirers (Note 12), (4)Specially-related parties of specified large-scale acquirers, or (5) Parties that were assigned or
succeeded to the stock acquisition rights from parties from (1) to (4) without the approval of the Boardof Directors of the Company, or (6) Affiliated parties of parties falling under (1) to (5) (Note 13)(Hereinafter, the parties mentioned above are collectively called “Non-qualified parties”). Details ofconditions for exercise of the stock acquisition rights shall be separately determined in the Gratis
allotment resolution.
8. Acquisitions of the stock acquisition rights by the Company
On any date that will be separately determined by the Board of Directors of the Company, theCompany may acquire the stock acquisition rights held by parties other than Non-qualified parties and,in exchange, deliver shares of common stock of the Company in the number equivalent to theApplicable number of shares for every one stock acquisition right. However, the Board of Directors of
the Company may not attach an acquisition clause to the effect that cash is delivered as considerationof the stock acquisition rights. Details of conditions for acquisition of the stock acquisition rights shallbe separately determined in the Gratis allotment resolution.
9. Acquisition without consideration in case of cancellation of implementation of countermeasures
In the case in which the Board of Directors of the Company cancels implementation ofcountermeasures or in other cases in which the Board of Directors of the Company separately makesother decisions in the Gratis allotment resolution, the Company may acquire all the stock acquisitionrights without consideration.
10. Exercise period, etc. of the stock acquisition rights
The exercise period and other necessary matters of the stock acquisition rights shall be separately
determined by the Board of Directors of the Company in the Gratis allotment resolution.
(Note 11) means a holder of shares, etc. , issued by the Company and whose holding ratio of the relevant shares, etc. is
at least 20%, or a party who is deemed to fall under the above by the Board of Directors of the Company.
Provided, however, that a party whom the Board of Directors of the Company recognizes as a party whose
acquisition or holding of the Company’s shares, etc. is not contrary to the Company’s corporate value and thecommon shares of its shareholders, or certain other party whom the Board of Directors of the Company separately
determines in the Gratis allotment resolution shall not fall under this category.
(Note 12) means a person who makes a public announcement of acquisition, etc. (as defined in Article 27-2, paragraph
1, in the Financial Instruments Exchange Act) of shares, etc, (as prescribed in Article 27-2, paragraph 1, in the
Financial Instruments Exchange Act. Hereinafter, the same shall apply throughout this note.) issued by theCompany through a public tender offer and whose ratio of ownership of shares, etc. in respect of such shares, etc.,
owned by such person after such acquisition, etc., (including similar ownership as prescribed in Article 7,paragraph 1, in the Order of Enforcement of the Financial Instruments Exchange Act) is at least 20% whencombined with the ratio of ownership of shares, etc. of a specially-related person, or a party whom the Board of
Directors of the Company recognizes as a party falling under such category. Provided, however, that a party
whom the Board of Directors of the Company recognizes as a party whose acquisition or holding of theCompany’s shares, etc. is not contrary to the Company’s corporate value and the common shares of its
shareholders, or certain other party whom the Board of Directors of the Company separately determines in theGratis allotment resolution shall not fall under this category.
(Note 13) An “affiliated party” of a given party means a person who substantially controls, is controlled by, or is undercommon control with such given party (including any party who is deemed to fall under the above by the Board of
Directors of the Company), or a party deemed by the Board of Directors of the Company to act in concert withsuch given party. “Control” means “the case of controlling the determination of the financial and business
policies” of other companies or entities. (as defined in Article 3, paragraph 3, in the Enforcement Regulations of
the Companies Act).

Attachment 4
Status of Shareholding of Major Shareholders and the Board of Directors of the Company
The status of shareholding of major shareholders and the board of directors of the Company as of March 31,
2022 is as follows.
1. The status of shareholding of major shareholders (The top ten)
Order

Name

Number ofsharesheld(shares)

Ratio ofvotingrights(%)

Ratio ofshareholding(%)

1

KAWAMOTO CMK CO., LTD

2,171,000

13.50

12.32

2

J KAWAMOTO CO., LTD

1,726,000

10.73

9.80

3

The Master Trust Bank of Japan, Ltd.

1,075,600

6.69

6.10

4

Stock held by FUKOKU Business partners

961,650

5.98

5.46

5

Mari Watanabe

717,256

4.46

4.07

6

Custody Bank of Japan, Ltd.

648,800

4.03

3.68

7

MW Holdings Co., Ltd.

626,000

3.89

3.55

8

Taro Kawamoto

517,471

3.21

2.93

9

Jiro Kawamoto

517,471

3.21

2.93

10

FUKOKU Employee Stock Ownership Plan

408,997

2.54

2.32

Remarks(Note) Although the Company holds treasury shares of 1,513,521 shares, the Company is excluded fromthe major shareholders above.
2. Status of Shareholding of Directors of the Company (excluding Directors who are Audit andSupervisory Committee Members)
Name

Title

Number ofshares held
(shares)

Ratio ofvoting rights(%)

Ratio ofshareholding(%)

Takashi Ogawa

President & CEO

23,8700.14

0.13

Yoshihiro Ohashi

Director

6,030

0.03

0.03

Kenji Watanabe

Director

17,6200.10

0.10

Ikuo Oshiro

Director

5,000

0.03

0.02

Kenichiro Yomura

Director

3,030

0.01

0.01

Robert H. Janson

Director

4,400

0.02

0.02

59,950

0.37

0.34

Total

Remarks