May 21, 2024
News Release (translation)
Company name: FUKOKU Co., Ltd.
Representative: Ikuo Oshiro, President & CEO
Securities Code: 5185, TSE Prime Market
Contact: Shinji Takagi, General Manager,
General Affairs Department(TEL: +81-48-615-4400)

Continuation of Countermeasures to Large-Scale Acquisitions of the Company’s Shares, etc.
(a takeover response policy)
FUKOKU Co., Ltd. (the “Company”) hereby announces that it has resolved, at a Board of Directors meeting
held on May 21, 2024, to submit to the 71st Ordinary General Meeting of Shareholders to be held on June 26,
2024 (the “Ordinary General Meeting of Shareholders”) a proposal that it continues, upon making partialchanges, the “Countermeasures to Large-Scale Acquisitions of the Company’s Shares, etc. (Takeover Defense
Measures)” (the “Current Plan”) which was approved by shareholders at the Ordinary General Meeting of
Shareholders held on June 28, 2023.
Since the Current Plan would go out of effect at the conclusion of the Ordinary General Meeting of Shareholders,the Company, in light of progress made in deliberations on our anti-takeover measure (a takeover response
policy), continued to consider what to do about the plan, including whether to continue it, for the purpose of
securing and enhancing our corporate value and common interests of shareholders. As a result, at a Board of
Directors meeting held today, the Company decided to continue the Current Plan, upon making partial changes,
subject to approval by shareholders at the Ordinary General Meeting of Shareholders (the continued policy
hereinafter refers to the “Plan”).
The proposed changes to the Current Plan are mainly the revision to the definition of a “acquisitions, etc.” to beaddressed by the Plan.

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Countermeasures to Large-Scale Acquisitions of the Company’s Shares, etc.
(a takeover response policy)
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 the Group’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 the perspectiveof the purpose of acquisition, a post-acquisition management policy and others, one that can effectively force
shareholders to sell their holdings and one that does not provide sufficient information for shareholders tomake 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 the Company’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 toensure the Company’s corporate value and the common interests of its shareholders through taking 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
Under the Company’s medium-term management plan, the final year of which was fiscal 2023, we worked tostrengthen our corporate structure by seeking to lower costs. Although our corporate structure was2strengthened under the medium-term management plan, profits fell short of the plan. Therefore, in June 2023,
the Company announced the New Medium-Term Management Plan 2026 (the final year of which will befiscal 2026) that aims to further improve profitability. With the aim of maximizing profitability under the new
medium-term management plan, we will work on a group-wide basis to pursue business endeavors to achieve
our management goals.
[Management goals]
Fiscal 2023 actual; each number

Fiscal 2026 (the target for the final

in brackets denotes a medium-year of the new medium-term plan)

term plan target
Net sales (consolidated)(80.0 billion yen) 88.8 billion yen

120.0 billion yen

Operating profit margin(6.8%)

4.1%

8%

ROE

(8.0%)

8.1%

12%<Strategic scheme>[Balancing business strategies]* Enhancing the existing businesses
Grow sales through the solutions businesses and to high-growth regions, manufacturing-ability
innovations and enhancing human resources development* Grow growth businesses and new businesses
Grow industrial and other products, expand into the CASE market, and grow life science products[Reform the management platform focused on ESG](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, andset 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 to givevoting rights to Audit and Supervisory Committee members at Board of Directors meetings and in parallel,
has appointed Outside Directors to fill a minimum of one-third of the Board of Directors, thereby further
strengthening the function to monitor and supervise corporate management. Additionally, to enhancetransparency in the process of appointing management executives and determining director remuneration andothers, the Company has installed a voluntary “Nomination and Remuneration Committee” as the consultative3

body to the Board of Directors to deliberate on matters concerning appointments and compensation. In
addition, the Company put in place an executive officer system for the purpose of conducting operations
promptly and appropriately. In order to speed up the business execution function through delegation of
authority and to share information at the management level, the Company regularly held meetings (executive
board meetings) attended by senior management including directors and deliberated on important mattersrelated to business operations.
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 stable manners
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, and ensuring
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 theCompany’s shares, etc. should comply with, to explain that the Company may take countermeasures undercertain 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 the Company’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, theCompany believes that in the case in which acquirers carry out a large-scale acquisition of shares, etc. to acertain 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 comparedto other companies at all.
The status of our company's major shareholders and the status of shareholding by its directors as of March 31,
2024, is as shown in Attachment 4 “Status of our company's major shareholders and shareholding by ourdirectors.” Shares held by the founding family (including shares held in name of asset managementcompanies) and the Company's directors together amounted to 30.7% of the total. However, the voting rights
of shares of the Company held by the founding family and Directors of the Company are exercised based on
their own judgment. In addition, the separation of ownership and management progressed, leaving the Boardof Directors with no founding family member or relative, which indicated an increased likelihood thatshareholding diversification will progress due to a transfer, inheritance or other kind of disposition as a result4

of circumstances caused by future generation change. In fact, as of the end of the fiscal year, the shareholding
ratio of the founding family of our company decreased 3.7% compared to the previous fiscal year. Moreover,there is a growing possibility that the composition of our company's shareholders will change in the futureowing to potential fundraising through an issuance of shares.
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 execute business:
Outside Directors 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 to shareholders andinvestors in a timely manner to ensure transparency. The five people described in Attachment 2 “Career briefof 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 applies to any large purchase of our company’s shares that falls under any of items (i) through (iii)
below, or to any similar act (excluding a large purchase approved by the Board of Directors of the Company;
and such aforementioned act is hereinafter 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 ratio1 of the holder2 exceeds 20% concerning shares, etc.3
of which the Company is the issuer.

(ii) A public tender offer in which a total of the ownership ratio of shares, etc.4 related to the publicmeans “holding ratio of share certificates, etc.,” provided for in Article 27-23, paragraph 4 of the Financial Instruments andExchange Act. The same shall apply hereinafter unless otherwise specified. In the case in which laws and regulations referred toin 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.
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.
3 means“share certificates, etc.,”provided for in Article 27-23, paragraph 1 of the Financial Instruments and Exchange Act.
The same shall apply hereinafter unless otherwise specified.
4 means “holding ratio of share certificates, etc.,” provided for in Article 27-2, paragraph 8 of the Financial Instruments andExchange Act. The same shall apply hereinafter unless otherwise specified.
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tender offer5 and that of the specially-related parties6 exceeds 20% concerning shares, etc. of which
the Company is the issuer7.
(iii) Regardless of whether any of the acts described in item (i) or (ii) above occur, the plan applies to any
act that: [1] is to be conducted between a person intending to acquire shares of the Company, or a
joint holder 8 or special interested person (“Share Acquirer” in item (iii)) and any of othershareholders of our company (including multiple shareholders; the same shall apply hereinafter initem (iii)), and that is a consent or other act that leads the other shareholders to fall under joint holders
for the said share acquirer as a result of the act, or that establishes a relationship9 in which either theshare acquirer or any of the other shareholders controls the other party in effect or they act jointly orin collaboration with each other;10 and [2] causes the combined total shareholding of the shareacquirer and the other shareholders comes to at least 20% of the total number of shares issued by theCompany.
[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 (hereinafterreferred 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 representativemeans “public tender offer” provided for in Article 27-2, paragraph 6 of the Financial Instruments and Exchange Act. The same
shall apply hereinafter unless otherwise specified.
6 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 ofthe 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.
7 means “share certificates, etc.,” provided for in Article 27-2, paragraph 1 of the Financial Instruments and Exchange Act.
Hereinafter, the same shall apply in (ii) below.
8 refers to “Joint Holders” as set forth in Article 27-23, Paragraph 5 of the Financial Instruments and Exchange Act, and includes
those deemed to be “Joint Holders” under Paragraph 6 of the same Article (including any entity deemed by the Board of
Directors of the Company to fall under this category). The same shall apply hereinafter.
9 The determination of whether there is a relationship in which either the share acquirer or any of the other shareholders controls
the other party in effect or they act jointly or in collaboration with each other shall be made on the basis of: i) the current or past
capital relationship (including a relationship of joint control), business alliance relationship, transaction or contract relationship,concurrent officer relationship, funding relationship, credit extension relationship, practical interest in shares of the Company
through derivatives or stock lending, and the direct or indirect influence of the share acquirer and other shareholders on the
Company
10 Whether any of the acts set forth in item (iii) of the text has occurred shall be determined reasonably by the Board of Directorsof the Company by respecting a determination by an independent committee. The Board of Directors of the Company may
request its shareholders for necessary information to an extent required for determining whether the requirements specified in (iii)of the text are met.
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(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.,11 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. are requested
to take the following steps and submit to the Board of Directors of the Company documents in theJapanese 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 “the necessary information”).
Firstly, the Company will send to the acquirer, etc., at the domestic address in 2), (i) and (e), a list of
information that describes information to be initially provided, within 10 business days12 from the date ofsubmission of the tender offer statement (excluding the first day). The acquirer, etc. are requested tosubmit sufficient information to the Board of Directors of the Company following the list 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 theCompany and the Independent Committee to make evaluation, examination, etc. in light of the contentsof acquisition, etc., their presentation, etc., the Company may set a deadline for a reply as necessary andask 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, the acquirer, etc. are requested tosubmit 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
11 means a material proposal provided for in Article 27-26, paragraph 1 of the Financial Instruments and Exchange Act, Article

14-8-2, paragraph 1 of Order for Enforcement of the Financial Instruments and Exchange Act and Article 16 of Cabinet Office
Order on Disclosure of the Status of Large-Volume Holdings in Share Certificates, etc.
12 A business day refers to days other than days listed in Article 1, paragraph 1, each item of the Act on Holidays of
Administrative Organs. Hereinafter, the same shall apply.

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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 (hereinafter referred 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, a specially-related party anda fund, each of the associates and other members is included) (including the history, specific name, capitalcomposition, line of business, financial details and the names, career briefs, etc. of the directors)(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., the mechanismof related transactions, the number of shares of the planned acquisition and the shareholding ratio after
the acquisition, etc., the legality of the method of acquisition, etc. and the feasibility 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 case of
seeking opinions from the third party at the time of the calculation, the overview of the opinions and thecourse 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.”), specific contentsof the relevant collateral contract, etc., such as the kind of the contract, the other party of the contract andthe 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 theGroup after 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
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(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. wasmade by an acquirer, etc. promptly, and will disclose information deemed necessary for shareholders andinvestors to make judgments out of the overview of the proposal and of the necessary information andother information, as necessary[4] Examination of the contents of acquisition, etc., negotiation with an acquirer, etc. and consideration ofalternative 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 Board of
Directors of the Company or the Independent Committee, (if any) are submitted by the acquirer, etc., theIndependent 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 the opinion to withhold an opinion.
Hereinafter, this shall apply), materials for the grounds for the opinion, alternative plans (if any) and otherinformation, materials, etc. that the Independent Committee finds necessary from time to time. The
purpose of the request from the Independent Committee is to compare and examine the contents of thetender offer statement and the necessary information additionally provided, etc. with the business plan,etc. of the Board of Directors of the Company from the viewpoint of ensuring and enhancing theCompany’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 the Company
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. througha public tender offer with the consideration as cash in Japanese yen only, or that does not exceed 90 daysin 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 areasonably necessary reason. In that case, the Company will inform the acquirer, etc. of the extended
period and specific reasons that the extended period is necessary and will disclose the information toshareholders and investors.
Based on the information, materials, etc., provided by the acquirer, etc. and the Board of Directors of theCompany, the Independent Committee will examine the contents of the acquisition, etc. and alternativeplans 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 Directors of the Company from theviewpoint of ensuring and enhancing the Company’s corporate value and the common interests of its
shareholders, within the Independent Committee examination period. Also, the Independent Committee
9itself or through the Board of Directors of the Company will discuss and negotiate 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 the Company’s alternative plan toshareholders.
In the case in which the Independent Committee seeks provision of materials and other information for
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 and enhancing
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 the Company pursuant
to the following procedure in the case in which an acquirer, etc. emerge. In the case 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 thePlan.
(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 of countermeasures isjudged 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 the Company 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 in corporate management.
(b) The case in which it is judged that the acquirer, etc. are acquiring the Company’s shares, etc. for the purpose10

of controlling the corporate management of the Company temporarily and transferring intellectual property
rights, know-how, corporate confidential information and the assets of the Company or the Group companies,
such as major business partners or customers, which are necessary for the business management of theCompany 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 purposeof 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 control of the corporate managementof 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 and distributing high amountsof dividends temporarily with gains from the disposal of expensive assets that are not engaged in the businessof 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 high price 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., proposed by theacquirer, 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-tierpurchase (the acquisition, etc. of shares, etc., such as a public tender offer, in which the acquisition of all theshares is not induced in the first stage of acquisition, and acquisition conditions in the second stage ofacquisition are set unfavorably, or not stated clearly).
Additionally, the Independent Committee may request the Board of Directors of the Company to seek a priorapproval of the shareholders concerning the implementation of countermeasures.
[6] Resolution of the Board of Directors and convocation of a General Meeting of Shareholders to confirm
the shareholders’ intent of the Company
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 and enhancing 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 aprior approval of the shareholders in making the recommendation to implement countermeasures, the Boardof Directors of the Company will convene a General Meeting of Shareholders to confirm the shareholders’intent (hereinafter referred to as the “General meeting of shareholders to confirm the shareholders’ intent”) assoon as practically possible and put the proposal for implementation of countermeasures in the meeting except
the case that it is extremely difficult to hold it in practice. Additionally, General meeting of shareholders to
confirm the shareholders’ intent may be held in conjunction with the annual general meeting of shareholders
or an extraordinary general meeting of shareholders.
In the case that the Board of Directors of the Company decides to convene the General meeting of shareholders
to confirm the shareholders’ intent, the Independent Committee examination period will expire in that moment.
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In the case in which the proposal for implementation of countermeasures is approved at the relevant General
meeting of shareholders to confirm the shareholders’ intent, the Board of Directors of the Company shallfollow the decision at the General meeting of shareholders to confirm the shareholders’ intent, make aresolution concerning implementation of countermeasures and take the necessary procedures. On the other
hand, in the case that the proposal for implementing countermeasures is denied at the General meeting ofshareholders to confirm the shareholders’ intent, the Board of Directors of the Company will not implement
countermeasures. A resolution at the General meeting of shareholders to confirm the shareholders’ intent shallbe 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 theCompany judges appropriate promptly regardless of whether or not the content is to implement
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 countermeasuresor 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 of countermeasures is not regarded as reasonable fromthe viewpoint of ensuring and enhancing the Company’s corporate value and the common interests of its
shareholders, the Board of Directors of the Company shall resolve to cancel countermeasures or suspend theimplementation.
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 theCompany judges appropriate promptly.
[8] Commencement of acquisition, etc.
An acquirer, etc. shall comply with the procedure set forth in the Plan and cannot commence acquisition, 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 mentionedin (1) [6] above shall be the gratis allotment of stock acquisition rights (hereinafter, referred to as “the stockacquisition 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, inthe case in which the Board of Directors of the Company resolves the gratis allotment of the stock acquisitionrights as the countermeasure, if an acquirer, etc. suspend acquisition, etc. then the Board of Directors of theCompany makes the resolution mentioned in (1) [7] above, the gratis allotment of the stock acquisition rights
12can be suspended before the day preceding the ex-dividend date related to the record date set for the gratis
allotment of the stock acquisition rights. After the effective date of the gratis allotment of the stock acquisitionrights, the Company may suspend the implementation of the countermeasure in such a way as to acquire thestock acquisition rights without contribution before the day preceding the commencement 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 theOrdinary General Meeting of Shareholders, to the conclusion of an Ordinary General Meeting of Shareholders
scheduled for June 2025.
However, even before the expiration of the effective period, if a resolution to the effect that the Plan is changed
or abolished is passed at a General Meeting of Shareholders of the Company, the Plan shall be changed orabolished in that moment pursuant to the relevant resolution. In addition, in the case in which the Board of
Directors of the Company passes a resolution to the effect that the Plan is abolished, the Plan shall be abolishedin 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 influence on 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 tosubstantially influence shareholders of the Company, the Company will promptly disclose the fact of the relevant
abolishment or change and the contents of the change (in the case of change) and other matters that the Boardof 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 (takeover response policies)
The Plan satisfies the three principles (Principle of protecting and enhancing corporate value and shareholders’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 of Recent Environmental
Changes” published by the Corporate Value Study Group on June 30, 2008, and “Guidelines for Corporate
Takeovers - Enhancing Corporate Value and Securing Shareholders’ Interests -” published by the Ministry of13

Economy, Trade and Industry on August 31, 2023.
(2) To be continued for the purposes of ensuring and enhancing corporate value and the common interests ofshareholders
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 Directors of theCompany 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’ intent
In 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’ intent
on the implementation of countermeasures by the Plan at a General Meeting of Shareholders of the Company incertain cases.
Moreover, as mentioned in 3. (3) above, in the case in which a resolution to change or abolish the Plan is passed
at a General Meeting of Shareholders of the Company held after approval of the continuation of the Plan, thePlan shall be changed or abolished pursuant to the relevant resolution. Accordingly, the continuation, change
and abolishment of the Plan is designed to reflect shareholders’ intent 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 the Board 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
Directors of the Company or outside experts who are independent from the management that executes thebusiness of the Company.
In addition, the overview of the judgment of the Independent Committee will be disclosed to shareholders andinvestors 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) above, is set not to be implemented until predetermined reasonable and objective
requirements for the implementation are fulfilled and includes a mechanism that prevents the Board of Directors
14

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 judgmentof the Independent Committee can be ensured sufficiently.
(7) Not being a dead-hand or slow-hand takeover response policies
As mentioned in 3. (3) above, the Plan is designed to be abolished anytime by the Board of Directors of theCompany. Therefore, the Plan is not a dead-hand takeover response policies (a takeover response policies inwhich even if a majority of the members of the board of directors are replaced, the implementation of response
policies cannot be stopped).
Moreover, the term of the Directors of the Company (excluding Directors who are Audit and Supervisory
Committee Members) is one year, and classified term limits are not employed to Directors who are Audit andSupervisory Committee Members, whose term is two years. Therefore, the Plan is not a slow-hand takeover
response policies (a takeover response policies in which the implementation takes more time to stop due to thefact 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, the Plan
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 that mechanism, even at
the time of the gratis allotment of the stock acquisition rights, the per-share value of shares of the Company, heldby shareholders, will be diluted, but the value of aggravated shares of the Company, held by shareholders, will
not be diluted. Accordingly, the Company does not assume that there will be direct and specific influence on thelegal rights and economic interests that shareholders hold concerning the Company’s shares.
However, for an acquirer, etc., the implementation of this countermeasure may end up causing any influence on
15their legal rights and economic interests.
Even in the case in which the Board of Directors of the Company resolves to implement the gratis allotment of
the stock acquisition rights, the price of the Company’s shares can fluctuate considerably if the cancellation of
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 implementation of thecountermeasure, acquires the stock acquisition rights without contribution and does not issue new shares after
the shareholders who should be allotted the stock acquisition rights without contribution are confirmed, the pershare value of the shares of the Company, held by shareholders, will not be diluted. Therefore, please take notethat investors or shareholders who traded shares of the Company on the premise that the per-share value of theCompany’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 stock acquisitionrights, 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 andspecific influence on the legal rights and economic interests that shareholders, excluding the acquirer, etc., holdconcerning 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 amatter 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 with acquisition
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 the acquisition of the stockacquisition rights by the Company and will not need to take the procedures, such as cash payment for the stockacquisition 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 and appropriatemanners 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 stockacquisition rights, so the Company would ask shareholders to check these details of the disclosure or the
notification.

16

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 withthe aim of defying the arbitrary judgment of the Board of Directors over matters, such as the implementation ofcountermeasures against large-scale acquisitions, etc. and ensuring the objectivity and reasonableness of thejudgment 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 thatfall upon any of outside directors of the Company or outside experts who are independent from the managementof 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 toresolution of the Board of Directors of the Company. The Company shall conclude contracts that containprovisions of the duty care of a prudent manager and duty 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 the Company 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 and Supervisory
Committee Members, employees and others whom the Independent Committee recognizes as necessary anddemand 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 deemed unavoidable, such as an accident of amember, resolution shall be made by a majority vote of the members present at a meeting attended by the
majority of the members except the relevant member.

17

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 theresolution, 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 theCompany’s corporate value or the common interests of its shareholders will be ensured and enhanced, and theymust not serve the purpose of their personal interests or those of the management of the Company.
(1) The determination of applicability regarding acquisitions, etc. subject to the Plan
(2) The implementation or non-implementation of countermeasures related to the Plan (including the desirabilityof obtaining the shareholders’ intent beforehand over implementation)(3) Cancellation of countermeasures related to the Plan or suspension of their implementation(4) Abolishment or change of the Plan
(5) Determining the information, opinions, alternative plans and materials that an acquirer, etc. and the Board of
Directors of the Company should submit to the Independent Committee(6) 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 public tender offer with only cashin the Japanese yen as the consideration and shall not exceed 90 days in cases of other acquisitions, etc.) andextending the relevant examination period.
(7) Other matters that the Board of Directors of the Company consults with the Independent Committee out ofmatters 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 matters provided
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.

18

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)
August 1978
Joined Audi NSU Auto Union
January 1980
Transferred from Audi NSU Auto Union to Volkswagen
July 1980
Representative of Volkswagen and 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 PacificInc.
January 1999
President & CEO of Janson & Associates, Inc. (incumbent)
January 2007
Director of FEV Japan Co., Ltd.
May 2017
Representative Director of FEV Japan Co., Ltd.
June 2021
Director of the Company (incumbent)* The Company has notified the Tokyo Stock Exchange (TSE) that he has been designated as an Independent
Officer pursuant to the provisions of TSE.

2. Hiroko Shimizu (Director, Outside)
April 1979
Joined Fujitsu Limited
April 2002
Personnel & General Affairs Service Center Manager
April 2002
President of Fujitsu Human Resources Professionals Limited
April 2007
Principal General Manager of Service Business Headquarters of Fujitsu
LimitedMay 2011
Chief Examiner of ISO/IEC JTC1 SC40/WG3 Committee
September 2013
Managing Corporate Officer of HR One Corporation
November 2015
Joined Tokyo System Research Corp. Corporate Officer
June 2021
Outside Director of Raito Kogyo Co., Ltd. (incumbent)
June 2022
Director of the Company (incumbent)
September 2023
Outside Director of NIITAKA Co., Ltd. (incumbent)* The Company has notified the Tokyo Stock Exchange (TSE) that she has been designated as an Independent
Officer pursuant to the provisions of TSE.

19

3. Yutaka Koizumi (Scheduled to be Director, Outside)
April 1980
Joined Canon Inc.
April 2005
General Manager of the No. 1 Development Department of Inkjet Components
of Canon Inc.
January 2010
General Manager of Inkjet Component Development Center of Canon Inc.
April 2016
Chief Engineer of Musashi Engineering, Inc. (incumbent)
June 2023
Director of the Company (incumbent)* The Company has notified the Tokyo Stock Exchange (TSE) that he has been designated as an Independent
Officer pursuant to the provisions of TSE.

4. Yasuhiro Fujiwara (Director, Outside, who is an Audit and Supervisory Committee member)
April 1995
Joined Mitsui Home Co., Ltd.
October 2001
Joined Chuo Aoyama PricewaterhouseCoopers (subsequent Misuzu Audit
Corporation)
July 2007
Joined Ernst & Young ShinNihon (current Ernst & Young ShinNihon LLC)
January 2021
Representative, Fujiwara Certified Public Accountant Office (incumbent)
President & CEO, Accounting Support Kobo Co., Ltd. (incumbent)
June 2021
Director who is an Audit and Supervisory Committee Member of the Company(incumbent)
June 2023
Outside Auditor of Carlit Holdings Co., Ltd. (incumbent)* The Company has notified the Tokyo Stock Exchange (TSE) that he has been designated as an Independent
Officer pursuant to the provisions of TSE.

5. Yoshifumi Akazawa (Scheduled to be Director, Outside, who is an Audit and Supervisory Committee
Member)April 1994
Joined TMI Associates
February 1998
Full-time Representative of Shanghai Office of TMI Associates
April 2000
Joined ITOGA Law Office
June 2002
Chief Representative of Beijing Office of ITOGA Law Office
January 2005
Joined Tsuyuki Law Office (current Tsuyuki & Akazawa Law Office) (incumbent)
June 2013
Outside Corporate Auditor at Nagoya Electric Works Co., Ltd.
June 2015
Outside Corporate Auditor at Nagoya Electric Works Co., Ltd.
August 2019
Outside Director at Union Seimitsu Co., Ltd. (incumbent)
June 2023
Director who is an Audit and Supervisory Committee Member of the Company(incumbent)* The Company has notified the Tokyo Stock Exchange (TSE) that he has been designated as an Independent
Officer pursuant to the provisions of TSE.
.
* There is no special conflict of interests between any of the above five people and the Company.

20

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 thestock acquisition rights (hereinafter referred to as “the Gratis allotment resolution”) within the limits of theequivalent 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 determined by the Board of Directorsof 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 recordedin the final shareholder register on the Allotment date at a ratio that the Board of Directors of theCompany 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 theGratis 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 stock of
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 the Company
will separately determine in the Gratis allotment resolution within the limit of one share. However, in thecase 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 exerciseof 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 theCompany
7. Conditions for exercise of the stock acquisition rights
The following parties may not exercise the stock acquisition rights: (1) Acquirers, (2) Joint holders ofacquirers, (3) Specially-related parties of specified acquirers, or (4) Parties that were assigned or
succeeded to the stock acquisition rights from parties from (1) to (3) without the approval of the Board of
Directors of the Company, or (5) Affiliated parties of parties falling under (1) to (4)13 (Hereinafter, theparties mentioned above are collectively called “Non-qualified parties”). Details of conditions for exerciseof the stock acquisition rights shall be separately determined in the Gratis allotment resolution.

13 An “affiliated party” of a given party means a person who substantially controls, is controlled by, or is under common control

with such given party (including any party who is deemed to fall under the above by the Board of Directors of the Company), ora party deemed by the Board of Directors of the Company to act in concert with such given party. “Control” means “the case ofcontrolling 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).

21

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, the Company
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 the Applicable number ofshares 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 consideration of the stock acquisitionrights. Details of conditions for acquisition of the stock acquisition rights shall be 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 of countermeasuresor in other cases in which the Board of Directors of the Company separately makes other decisions in theGratis allotment resolution, the Company may acquire all the stock acquisition rights 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.

22

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,
2024, is as follows.
1. The status of shareholding of major shareholders (The top ten)
Number of shares
held (shares)

Ratio of voting
rights (%)

Ratio ofshareholding (%)

KAWAMOTO CMK CO., LTD

1,671,000

10.38

9.48

2

The Master Trust Bank of Japan, Ltd.

1,584,400

9.84

8.99

3

J KAWAMOTO CO., LTD

1,313,600

8.16

7.45

4

Stock held by FUKOKU Business partners

1,004,450

6.24

5.70

4.45

4.07

Order

1

Name

5

Mari Watanabe

717,256

6

MW Holdings Co., Ltd.

626,000

3.89

3.55

7

Custody Bank of Japan, Ltd.

582,500

3.62

3.30

8

Taro Kawamoto

517,471

3.21

2.93

9

Jiro Kawamoto

516,264

3.20

2.93

10

FUKOKU Employee Stock Ownership Plan

386,697

2.40

2.19

Remar
ks

(Note) Although the Company holds treasury shares of 1,493,462 shares, the Company is excluded from the
major shareholders above.
2. Status of Shareholding of Directors of the Company (excluding Directors who are Audit and Supervisory
Committee Members)
Name

Title

Number of shares
held (shares)

Ratio of voting
rights (%)

Ratio ofshareholding (%)

Takashi Ogawa

Director & Chairman

25,7800.15

0.14

Ikuo Oshiro

President & CEO

11,8800.07

0.06

Masahiro Emura

Director

3,680

0.02

0.02

Robert H. Janson

Outside Director

4,400

0.02

0.02

Hiroko Shimizu

Outside Director

0

0.00

0.00

Yutaka Koizumi

Outside Director

0

0.00

0.00

45,740

0.28

0.25

Total

Remarks(End)*This document is an English translation of a statement initially written in Japanese. The Original Japanese
document should be considered as the primary version.

23