Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 2908
June 5, 2020
To our shareholders:
Masakazu Fukui,
President (CEO)FUJICCO Co., Ltd.
6-13-4 Minatojima-Nakamachi,
Chuo-Ku, Kobe

Notice of the 60th Annual General Meeting of Shareholders
You are hereby notified that the 60th Annual General Meeting of Shareholders of FUJICCO Co., Ltd. (the“Company”) will be held as described below.
Recently, together with the declaration of a state of emergency by the national government and emergency
measures, etc. in Hyogo Prefecture, the national government and prefectural governors strongly requested
that people refrain from going outside to prevent the spread of the novel coronavirus disease (COVID-19).
Given this situation and after careful consideration, the Company has decided to hold this Annual General
Meeting of Shareholders while taking appropriate preventive measures.
From the standpoint of preventing the spread of infection, you are encouraged to exercise your voting rights
prior to the meeting in writing or via the Internet, if at all possible. Regardless of your own state of health,
you are strongly urged to refrain from traveling to the venue on the date of the meeting.
If you exercise your voting rights in writing or via the Internet, please review the Reference Documents for
General Meeting of Shareholders included in this notice and exercise your voting rights no later than 12:00
p.m. on Monday, June 22, 2020 (JST).
1. Date and Time:

Tuesday, June 23, 2020, at 10:00 a.m. (JST) (reception opens at 9:00 a.m.)

2. Venue:

FF Hall, 2F, the Company
6-13-4 Minatojima-Nakamachi, Chuo-Ku, Kobe

3. Purpose of the Meeting
Matters to be reported:
1. The business report, the consolidated financial statements and the results of theaudit of the consolidated financial statements by Financial Auditor and the Audit
and Supervisory Committee for the 60th fiscal year (from April 1, 2019 to March
31, 2020)
2. The non-consolidated financial statements for the 60th fiscal year (from April 1,
2019 to March 31, 2020)
Matters to be resolved:
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Election of Seven Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)
Proposal No. 3 Election of Three Directors Who Are Audit and Supervisory Committee
Members
Proposal No. 4 Continuation of a Takeover Defense Measure (Pre-Warning Type Rights Plan)-1-

Reference Documents for General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus

The Company’s basic policy is to work on improving profitability and strengthening the financial base tosteadily boost earnings while giving importance to pay stable dividends on an ongoing basis.
After giving comprehensive consideration to various matters including the commemoration of the 60th
anniversary of the Company’s founding and the financial standing, the Company proposes that the year-end
dividend be as follows.
As the Company has already paid an interim dividend of 19 yen per share, the annual dividend for the fiscal
year under review will be 40 yen per share.
Year-end dividends(1)Type of dividend property
Cash

(2)

Allotment of dividend property and their aggregate amount
21 yen per common share of the Company(Regular dividends of 19 yen and commemorative dividends of 2 yen)
Total amount of dividends: 631,068,312 yen.

(3)

Effective date of dividends of surplus
June 24, 2020-2-

Proposal No. 2

Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

At the conclusion of this meeting, the term of office for all six Directors (excluding Directors who are Audit
and Supervisory Committee Members) will expire. Therefore, the Company proposes the election of seven
Directors (excluding Directors who are Audit and Supervisory Committee Members), increasing the numberof outside Directors by one to further strengthen the management team. As for this proposal, the Audit andSupervisory Committee has judged that each candidate is appropriate for Director of the Company.
The candidates for Director (excluding Directors who are Audit and Supervisory Committee Members) are
as follows:
Candidate no.

Name

Position

Attendanceat Board of
Directors
meetings

1

Reelection

Masakazu Fukui(57 years old)

President (CEO)100%(14/14)2

Reelection

Kazunori Kagotani(60 years old)Managing Director

100%(14/14)3

Reelection

Yoshitaka Ishida(59 years old)Managing Director

100%(14/14)4

Reelection

Katsushige Yamada(64 years old)Managing Director

100%(14/14)

5

Reelection

Kazuyuki Arata(56 years old)

Director

100%(14/14)

6

Reelection

Shotaro Watanabe(84 years old)

OutsideOutside Director

100%(14/14)

7

New election

Akira Oze
(73 years old)

OutsideIndependent–

Independent

Reelection Candidate for Director to be reelected
New election Candidate for Director to be newly elected
Outside Candidate for outside Director
Independent officer-3-

Candidate
no.

1

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1995

Joined the Company

Masakazu Fukui(September 11, 1962)
57 years oldJune 1996

Director

June 2000

Managing Director

June 2002

Senior Managing Director

Reelection

June 2004

President (CEO) (current position)

Number of theCompany’scommon shares
owned

1,021,863

Attendance at Board of
Directors meetings:
100% (14/14)
Number of years in office
as a Director:
24 yearsReasons for nomination as candidate for Director

Masakazu Fukui has served as President (CEO) of the Group since June 2004. He has demonstrated strong
leadership aimed at improving corporate value and a track record of improving business performance. The
Company therefore judges that he is an appropriate person for promoting global business management of theGroup aimed at improving sustainable corporate value, and accordingly proposes his reelection as a Director.
Kazunori Kagotani(September 5, 1959)
60 years old

Apr. 1982

Joined the Company

June 2004

Director

June 2008

Managing Director (current position)

Reelection

2

12,940Attendance at Board of
Directors meetings:
100% (14/14)
Number of years in office
as a Director:
16 yearsReasons for nomination as candidate for Director

Kazunori Kagotani has served in important roles in the sales division and the production division since joining
the Company and has extensive experience in corporate management. The Company therefore judges that he iscapable of demonstrating his experience and abilities in the Group’s management, and accordingly proposes
his reelection as a Director.

-4-Candidate
no.

Name
(Date of birth)

Yoshitaka Ishida(December 4, 1960)
59 years old

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1983

Joined the Company

June 2007

Director

June 2017Managing Director (current position)

Number of theCompany’scommon shares
owned

Reelection

3

7,100

Attendance at Board of
Directors meetings:
100% (14/14)
Number of years in office
as a Director:
13 yearsReasons for nomination as candidate for Director

Yoshitaka Ishida has served in important roles in the sales division and in development and corporate planningsince joining the Company. The Company therefore judges that he is capable of demonstrating his extensive
experience in corporate management and abilities in the Group’s management, and accordingly proposes his
reelection as a Director.
Katsushige Yamada(July 7, 1955)
64 years old

Apr. 1978

Joined the Company

June 2004

Director

June 2018

Managing Director (current position)

Reelection

4

11,440Attendance at Board of
Directors meetings:
100% (14/14)
Number of years in office
as a Director:
16 yearsReasons for nomination as candidate for Director

Katsushige Yamada has served in important roles in the production division, the development division and thehuman resources and labor division and has been a director of a Group subsidiary since joining the Company.
The Company therefore judges that he is capable of demonstrating his extensive experience and insight in theGroup’s management, and accordingly proposes his reelection as a Director.

-5-Candidate
no.

5

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1986

Joined the Company

Kazuyuki Arata(March 2, 1964)
56 years old

Apr. 2015

Executive Officer

Apr. 2017

Senior Executive Officer

June 2018

Director (current position)

Reelection

Apr. 2020

General Manager of Core Business Division(current position)

Attendance at Board of
Directors meetings:
100% (14/14)

Number of theCompany’scommon shares
owned

7,500

Number of years in office
as a Director:
2 years
Reasons for nomination as candidate for Director
Kazuyuki Arata has served in important roles in the sales division and the product planning division sincejoining the Company. The Company therefore judges that he is capable of demonstrating his extensive
experience and in-depth insights related to the food industry in the Group’s management, and accordingly
proposes his reelection as a Director.
Shotaro Watanabe(January 2, 1936)
84 years oldJune 1988

Executive Vice President, Representative
Director of Kao Soap Co., Ltd. (currently
Kao Corporation)

May 2006

Lifetime Executive of Japan Association of
Corporate Executives(current position)

June 2008

Outside Audit & Supervisory Board Memberof the Company

June 2012Retired from office as Outside Audit &Supervisory Board Member

June 2015

Outside Director (current position)

Reelection

6

Attendance at Board of
Directors meetings:
100% (14/14)
Number of years in office
as a Director:
5 years

2,000

Reasons for nomination as candidate for outside Director
Judging that Shotaro Watanabe has extensive experience and broad-ranging insights both as a corporate
manager, and from his activities in the business community, and that he is capable of working to enhance theGroup’s management foundation, the Company accordingly proposes his reelection as an outside Director.

7

Apr. 2002
Akira Oze
(March 17, 1947)
73 years old

Representative Director & President ofHouse Foods Corporation (currently House
Foods Group Inc.)

Apr. 2009

Representative Director & Chairman

New election

June 2014

Director & Senior Advisor

June 2015

Chairman (current position)

Attendance at Board of
Directors meetings:–

June 2016

Chairman of Japan Food Industry
Association (current position)

Number of years in office
as a Director:–
Reasons for nomination as candidate for outside Director
Judging that Akira Oze has extensive experience and in-depth insights related to the food industry as acorporate manager, and that he is capable of working to enhance the Group’s management foundation, theCompany accordingly newly proposes his election as an outside Director.

-6-0(Notes) 1. There is no special interest between each candidate and the Company.
2. Of the candidates for Directors, Shotaro Watanabe and Akira Oze are candidates for outside Directors as definedin Article 2, paragraph (3), item (vii) of the Ordinance for Enforcement of the Companies Act, and if they areelected as outside Directors, they are candidates for independent officers as provided for by Tokyo Stock Exchange,Inc.
3. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into anagreement with Shotaro Watanabe to limit the amount of his liability for damages under Article 423, paragraph (1)of the same Act, to the amount set forth in the laws and regulations. If his reelection is approved, the Company
plans to continue the aforementioned agreement with him.
4. If Akira Oze is elected as Director, pursuant to the provisions of Article 427, paragraph (1) of the Companies Act,
the Company plans to enter into an agreement with him to limit the amount of his liability for damages under
Article 423, paragraph (1) of the same Act, to the amount set forth in the laws and regulations.

-7-

Proposal No. 3

Election of Three Directors Who Are Audit and Supervisory Committee Members

All of three Directors who are Audit and Supervisory Committee Members’ term of office will expire at theconclusion of this Annual Meeting of Shareholders. Therefore, the Company proposes the election of three
Directors who are Audit and Supervisory Committee Members.
The Audit and Supervisory Committee has already given its consent to this proposal.
Candidates for the role of Director who is an Audit and Supervisory Committee Member are as follows:
Candidateno.

Name(Date of birth)

Akira Fujisawa(May 16, 1958)
62 years old

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1998

Joined the Company

June 2018

Director who is an Audit and Supervisory
Committee Member (current position)

Number of theCompany’scommon shares
owned

Reelection
Attendance at Board of
Directors meetings
100% (14/14)
1

3,600

Attendance at Audit andSupervisory Committee
meetings:
100% (14/14)
Number of years in office
as a Director:
2 years
Reasons for nomination as candidate for Director
Judging that Akira Fujisawa has extensive experience in the corporate planning division since joining theCompany, and the necessary capabilities to carry out appropriate supervision of the Group’s management, theCompany accordingly proposes his reelection as a Director who is an Audit and Supervisory Committee
Member.

2

May 1992
Akira Ishida(July 17, 1948)
71 years old

Senior Partner of Deloitte Touche Tohmatsu
LLC (currently Partner)

July 2012

External Auditor of KYOSHA CO., LTD.
(current position)

Reelection

June 2013

Outside Audit & Supervisory Board Memberof the Company

Attendance at Board of
Directors meetings
93% (13/14)

June 2016Retired from office as Outside Audit &Supervisory Board Member

June 2016

Outside Director who is an Audit andSupervisory Committee Member (current
position)

Attendance at Audit andSupervisory Committee
meetings:
100% (14/14)

0Number of years in office
as a Director:
4 years
Reasons for nomination as candidate for outside Director
Judging that Akira Ishida has extensive expertise and experience as a certified public accountant, and he iscapable of working to strengthen the Group’s audit system, the Company accordingly proposes his reelection
as an outside Director who is an Audit and Supervisory Committee Member.

-8-

Candidate
no.

Name
(Date of birth)

Sept. 1992

Senior Researcher, Management Division,
Harvard Business School

Aug. 2015

Professor, College of Administrative
Sciences and Economics, Koc University(current position)

Apr. 2016

Attendance at Board of
Directors meetings
100% (14/14)

Adjunct Professor, Graduate School ofManagement, Kyoto University

June 2016

Attendance at Audit andSupervisory Committee
meetings:
100% (14/14)

Outside Director who is an Audit andSupervisory Committee Member of theCompany(current position)

Apr. 2020

Takashi Hikino(October 18, 1950)
69 years old
Reelection

3

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company

Number of theCompany’scommon shares
owned

0

Adjunct Professor, Graduate School ofManagement, Kyoto University(current position)

Number of years in office
as a Director:
4 years
Reasons for nomination as candidate for outside Director
Judging that Takashi Hikino has in-depth insights and extensive experience as a scholar, and that he isnecessary for strengthening the Group’s audit system, the Company accordingly proposes his reelection as an
outside Director who is an Audit and Supervisory Committee Member.
(Notes) 1. There are no special interests between the Company and the candidates for Directors who are Audit andSupervisory Committee Members.
2. Of the candidates for Directors who are Audit and Supervisory Committee Members, Akira Ishida and Takashi
Hikino are candidates for outside Director as defined in Article 2, paragraph (3), item (vii) of the Ordinance for
Enforcement of the Companies Act.
3. Akira Ishida and Takashi Hikino are candidates for independent officers as provided for by Tokyo Stock Exchange,
Inc.
4. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into
agreements with each of Akira Fujisawa, Akira Ishida and Takashi Hikino to limit the amount of their liability fordamages under Article 423, paragraph (1) of the same Act, to the amount set forth in the laws and regulations. If
their reelection is approved, the Company plans to continue the aforementioned agreements with each of them.

-9-Proposal No. 4

Continuation of a Takeover Defense Measure (Pre-Warning Type Rights Plan)

The effective term of the Pre-Warning Type Rights Plan (the “Plan”) will expire at the close of the 60th
Ordinary General Meeting of Shareholders to be held on June 23, 2020. Therefore, the Company proposes
to continue the Plan in accordance with Article 48, Paragraph 1 of the articles of incorporation of theCompany (the "Articles of Incorporation").
I. Basic Policy on Enhancing the Corporate Value and Ensuring the Common Interests ofShareholders
1. Management philosophy
The corporate philosophy (management philosophy) of the Group, as a health creation company, is torealize a happy and healthy life by providing society with health foods made mainly from Japanesetraditional food materials.
Further, the Group values its customers, strives to fulfil its social responsibilities, including compliancewith laws, regulations, and social norms, as well as environmental preservation, and resource protection,and lives up to the trust of its stakeholders (such as shareholders, customers, business partners,
employees, and local communities), thereby enhancing its corporate value.
2. Policy on return of profits
Pursuant to the management policy aimed at continuation and growth as a health creation company thatplaces the highest priority on the health and safety of customers, the Group's policy on return of profitsemphasizes the accumulation of retained earnings that will enable the Group to make investments
necessary for the manufacture and development of safe and stable products over a long period of timerather than to pursue short-term profits, and to continue the Group's business even in the event of an
emergency such as an act of God (an earthquake, typhoon, epidemic, etc.) or a global recession.
Based on the foregoing, and pursuant to the basic policy to maintain stable dividends, the annual
dividend per share distributed to the shareholders was 36 yen for the fiscal year ended March 2018 and38 yen for the fiscal year ended March 2019, and is expected to be 40 yen for the fiscal year ended
March 2020 and 40 yen for the fiscal year ended March 2021.
3. Public mission as a food business operator
The corporate value of the Group, as a food business operator, is enhanced by providing a safe andstable supply of products as well as by continuously fulfilling the Group’s important public mission,
such as preserving the environment, securing employment, and paying taxes.
4. Specific efforts
We are proactively investing a large amount of money for full safety measures to cope with newtechnologies, such as the establishment of the Food Safety Inspection Section to develop an in-houseinspection system for genetic modification to prevent the use of genetically-modified soybeans, residual
pesticides, allergens, etc.
Further, in order to meet the needs of the market that thoroughly pursue the safety and security of food,the Company has been working on activities such as the commencement of traceability (retention ofchronological information records) and the preparation of specifications to ensure the accuracy oflabeling (including allergens). At the same time, the Company has also been working on quality
assurance systems and environmental issues, including the acquisition of ISO 9001 certification by theentire production unit, the acquisition ISO 14001 certification by each plant and the preparation of the"Fujicco Report" (a comprehensive report on business, society, environment and governance).
In addition, the Company announced the "voluntary declaration of consumer-orientation" in January
2017. This declaration states the policies for the approach and efforts to realize the "consumer-oriented
management" that is being promoted by the Consumer Affairs Agency. The Company has established a
new quality assurance management system under which “prioritizing customer interests” is the basis ofmanagement, and has established the "Accident Prevention Committee" as a concrete measure.

- 10 -

II. Details of the Plan
1. Purpose of introduction of the Plan
Recently, there have been trends in the capital market of forcibly purchasing a large number of sharesin a target company suddenly and unexpectedly without holding sufficient discussions with the
management of the target company or following proper procedures for holding such discussions, and ofpurchasing a large number of shares in a target company gradually over time (while following
procedural requirements) and forcing, or aiming at, a takeover of management rights without indicating
a clear explanation on the specific policy of management of such target company.
The Company does not object to such acquisition in principle as long as the intentions of ourshareholders as a whole are ultimately and legally reflected in the procedures for determining whether
to accept or reject a proposal of a large-scale purchase of shares in the Company, and the takeover
contributes to the corporate value of the Group and the common interests of our shareholders.
However, some takeovers are actually merely so-called "short-term speculations (money game)," andtheir purposes fundamentally disregard the corporate value and the common interests of shareholders of
the target company.
If a takeover attempt is regarded as a short-term speculation (money game), the target company isallowed to take legal and socially appropriate defensive measures in order to maintain its corporate value
and the common interests of its shareholders.
In order to maintain the corporate value of the Group, it is essential for the Group to continue to carryon its management philosophy and its basic approach to the public mission as a food business operator
as stated above. In other words, the Group needs to be managed in a manner that concretely andcontinuously realizes, from a medium- to long-term perspective, that: (i) the Group maintains andstrengthens trust with its stakeholders while respecting their interests; (ii) the Group establishes a stable
management base and continuously makes capital investment, including taking safety measures; and(iii) the Group continuously researches and develops new health products without interruption. If, forexample, the acquirer were to demand that the Company pay a high dividend out of the proceeds fromthe sale of its assets, it is apparent that the corporate value of the Group and the common interests ofour shareholders would be damaged.
In the first place, whether a product can be supported by customers who have various tastes andpreferences is an important factor in the food business in determining the marketability of the product.
In making such determination, it is necessary, based on our experience, to ascertain market trends on abroad and long-term basis, and the health and safety of customers will be given top priority.
If our shareholders receive a proposal for a large-scale purchase of shares in the Company, it will not
be easy for them to fully understand the various elements that constitute the corporate value of the Groupand to properly determine whether to accept or reject such proposal in a short period of time.
Under such circumstances, in order to avoid any damage to the corporate value and the common interestsof our shareholders, the Company decided to introduce the Plan as a framework that applies in the eventof a large-scale purchase of shares in the Company to enable the Company to request that the purchaseror the proposer of the purchase (collectively, the "Purchaser") disclose information on the purchase inadvance so that our shareholders can make a decision or secure the information and time necessary for
the Board of Directors to present an alternative proposal and negotiate with the Purchaser on behalf ofour shareholders. The Company has been continuing the Plan with the approval of our shareholders.
The founding family of the Company (Representative Director Masakazu Fukui) and its related persons(collectively, the "Founding Family Related Persons") currently hold approximately 26.07% of sharesin the Company (excluding treasury shares) in total, which is below 50% (Exhibit 2). Therefore, it ispossible that a large-scale purchase of shares in the Company that would damage the corporate value
and the common interests of our shareholders may be conducted in the future. Further, it is also possiblethat the shares held by the Founding Family Related Persons may be diversified in the future due tovarious reasons, including a transfer or inheritance of such shares, and it is not certain whether theirshareholding will be in a stable position in the future.

- 11 -

2. Reasonableness of the conditions precedent to the commencement of the Plan
As a general rule, the procedures of the Plan, that is, consideration of whether to take a takeover defense
measure against a Purchaser, will commence in the event of a purchase or tender offer by which thePurchaser holds 20% or more of shares in the Company, as described in the list under 3. (1) (page 6)
below.
This percentage of 20% or more has been set for the following reasons.
Since its foundation, the Company has been striving to realize a health creation company under theCompany's motto "Always Be Creative" established by the late Hachiro Yamagishi, the founder of theCompany. Since April 2018, our employees have been working together as one team under theCompany's new philosophy, "The Spirit of Fujicco," and as a result, the Company is confident that it iscurrently maximizing its corporate value in a given economic environment for all stakeholders,
including shareholders, customers, business partners, employees, and local communities, even though
the Company may be requested to make more efforts. In order to research, develop, and commercialize
food products that promote health and are used as daily food over a long period of time by customers,
rather than simply to launch a popular product with a short product life on a spot basis, it is essentialthat we take time and work to make patient efforts.
The Company is certain that those who do not have experience and know-how of such efforts will not
be able to commercialize safe health foods that will be loved by customers for a long period of time, andto achieve greater profits by merely evaluating and reviewing the figures in the financial statements.
Conversely, if the Company disposes of its assets, it may be possible to distribute higher dividends
merely in terms of theoretical calculations. However, such calculations will only be possible if theCompany abandons its management philosophy as a health creation company, which is to commercialize
safe health foods that will be loved by customers for a long period of time. In other words, insistence onsuch calculations means causing fundamental changes to the corporate philosophy of "The Spirit of
Fujicco" and the corporate culture of the Company, which aims to be a health creation company.
If a person who insists only on such calculations becomes a major shareholder of the Company andattempts to control the management of the Company, the corporate value of the Company, which has
been formed over the years under its management philosophy, would be in danger of being damaged.
Accordingly, the Company believes that it is the responsibility of the management of the Company todetect as early as possible whether the corporate value of the Company is in danger of being damaged,
and if such danger is detected, to take defensive measures for the benefit of our shareholders.
In this regard, as the Founding Family Related Persons currently hold approximately 26.07% of sharesin the Company (excluding treasury shares) in total (Exhibit 2), if there is a Purchaser attempting to holdshares in the Company in a percentage close to the percentage of shares held by the Founding Family
Related Persons (as mentioned above, there is a possibility that the percentage of shares held by themmay decrease in the future due to diversification of their shares or other reasons), the Purchaser would
seek a position as a major shareholder in place of the Founding Family Related Persons. In such case, it
can be assumed that the Purchaser has expressed its intent to control the management rights of theCompany. Therefore, the management of the Company must, as their duty, detect whether the corporate
value of the Company is in danger of being damaged.
Accordingly, the Company has decided that if the percentage of shares to be held by a Purchaser
becomes 20% or more, the Company will commence the procedures for a takeover defense measure inorder to ascertain whether such purchase would enhance or cause damage to the corporate value and thecommon interests of our shareholders at an early stage before the occurrence of any disruption that mayhinder the management of the Company.
Therefore, the Company believes that it is reasonable to commence the procedures on the condition thatthe percentage of shares to be held by the Purchaser in the Company becomes 20% or more.

- 12 -

3. Details of the Plan
(1) Purchase of shares in the Company subject to the Plan
If any purchase falling within (i) or (ii) below is to be made, the Plan will generally be commenced
in accordance with the procedures provided for in the Plan.

(i)

(ii)

Conditions precedent tothe commencement of thePlan

Grounds under the Financial Instruments and Exchange
Act (the "Act")

A purchase of Share
Certificates, etc.(*1) issued by
the Company by which theholder(*2)'s Holding Ratio of
Share Certificates, etc.(*3)
becomes 20% or more in total(*1) Meaning "Share Certificates, etc." as defined in Article 27-23,
Paragraph (1) of the Act; the same applies hereinafter.
(*2) Including those who are deemed as holders under Article 27-23,
Paragraph (3) of the Act; the same applies hereinafter.
(*3) Meaning "Holding Ratio of Share Certificates, etc." as defined in
Article 27-23, Paragraph (4) of the Act; the same applies hereinafter.

A Tender Offer (*5) of Share
Certificates, etc.(*4) issued by
the Company by which the totalof the Share Certificates, etc.
Holding Ratio (*6) of the Share
Certificates, etc. subject to theTender Offer and the Share
Certificates, etc. Holding Ratio of
the Persons in Special
Relationship(*7) becomes 20%
or more(*4) Meaning "Share Certificates, etc." as defined in Article 27-2,
Paragraph (1) of the Act; the same applies hereinafter in (ii).
(*5) Meaning "Tender Offer" as defined in Article 27-2, Paragraph (6) of
the Act; the same applies hereinafter.
(*6) "Share Certificates, etc. Holding Ratio" as defined in Article 27-2,
Paragraph (8) of the Act; the same applies hereinafter.
(*7) Meaning "Persons in Special Relationship" as defined in Article 27-2,
Paragraph (7) of the Act (for those who are listed in Item (i) of the saidParagraph, excluding those set forth in Article 3, Paragraph (1) of the
Cabinet Office Order on Disclosure Required for Tender Offer for Share
Certificates by Persons Other Than Issuers (the "Cabinet Office Order"));the same applies hereinafter.

(2) Provision of Information by the Purchaser to the Company(i) If a Purchaser is going to make a purchase or proposal of a purchase that falls within the listin 3. (1) above (collectively the "Purchase"), the Purchaser must first express its intent to makethe Purchase in writing to the Board of Directors (the "Statement of Intent") before conducting
the Purchase.
Upon receipt of the Statement of Intent from the Purchaser, the Board of Directors will
disclose and publicize the fact of receipt of the Statement of Intent in a timely manner.
If the Purchaser conducts the Purchase without giving the "Statement of Intent," that is,
without following the procedures provided for in the Plan, such Purchase will be deemed to
be an unjust hostile takeover (an "Unjust Hostile Takeover") that would damage the corporate
value and the common interests of our shareholders.
Further, if the Purchaser of a Tender Offer issues the Public Notice for Commencing Tender
Offer (Article 27-3, Paragraphs (1) and (2) of the Act, Article 9-3, Paragraph (1) of the Orderfor Enforcement of the Act, and Article 9 of the Cabinet Office Order) without following theprocedures starting with the Statement of Intent as provided for in the Plan, such Tender Offer
will be deemed to be an Unjust Hostile Takeover.
(ii) Within seven days from the date of receipt of the Statement of Intent from the Purchaser, theBoard of Directors will send or transmit the following documents to the Purchaser: (a) a formof pledge that the Purchaser will comply with the procedures provided for in the Plan when
conducting the Purchase (the "Letter of Pledge"); and (b) questions concerning theinformation set forth in 3. (2) (viii) 1) - 8) below (the "Purchase Information") and the formatof responses (the "Information Request Questionnaire"), after finalizing the format of eachdocument.
The Board of Directors may not send or transmit the Letter of Pledge and the Information
Request Questionnaire to the Purchaser if the Board of Directors resolves that it is notnecessary to commence the procedures of the Plan in view of the purpose of introduction of
the Plan (that is, to avoid any damage to the corporate value and the common interests of ourshareholders; hereinafter the same).
- 13 -

(iii) Upon receipt of the Letter of Pledge for signing and sealing from the Board of Directors, thePurchaser must submit to the Board of Directors the Letter of Pledge with the Purchaser’s
signature and seal in a manner designated by the Board of Directors within 15 days from thedate of receipt of the Statement of Intent by the Board of Directors.
(iv) Upon receipt of the Information Request Questionnaire from the Board of Directors,
thePurchaser must submit responses to the Information Request Questionnaire in the form andmanner designated by the Board of Directors (the "Information Request Response") to theBoard of Directors within 60 days from the date of receipt of the Statement of Intent by the
Board of Directors. The Board of Directors may set a separate deadline for submission of
responses to each Purchase Information item within the above submission deadline (within 60
days from the date of receipt of the Statement of Intent by the Board of Directors).
(v) If the Purchaser fails to submit the Letter of Pledge or Information Request Response within
the respective submission deadlines stated above, such Purchase will be deemed to be an
Unjust Hostile Takeover that would damage the corporate value and the common interest of
our shareholders.
(vi) Upon receipt of the Purchaser’s Letter of Pledge and Information Request Response, the Boardof Directors will promptly provide them to the Corporate Value Determination Committee (asdefined in 3. (7) below, the "Determination Committee ").
If the Board of Directors resolves that it is not necessary to implement the takeover defense
measure under the Plan in view of the purpose of introduction of the Plan, the Board of
Directors may not provide the Letter of Pledge and the Information Request Response to theDetermination Committee after disclosing the reason for such resolution.
(vii) If the Determination Committee determines that the content of the Information Request
Response that was provided by the Board of Directors is insufficient as the Purchase
Information, it may request the Purchaser to provide additional information as deemed
appropriate by setting a deadline for responding to such request which is no less than 10 days
and no more than 30 days from such request. In such case, the Purchaser must submit such
additional information by the deadline. If the Purchaser fails to respond to such request by thedeadline, such Purchase may be deemed to be an Unjust Hostile Takeover.
The Company will disclose the fact of receipt of the Letter of Pledge and the Information
Request Response, and the Purchase Information and other information related to the Purchasethat the Determination Committee regards as relevant, at the time and in a manner as deemed
appropriate by the Determination Committee.
(viii) Details of the information to be submitted as the Purchase Information differ depending on
the category of the Purchaser and the details of the Purchase, but the main items are as follows.
[Details of the "Purchase Information" to be stated in the "Information Request Response"]
1) Details of the Purchaser and its group (including joint holders, persons in special relationshipand, in the case of a fund, partners and other members) (including information on the specificname, capital structure, background or history, business description, financial conditions,experience in the same type of business as that of the Company);2) The purpose, method, and details of the purchase (including the value and type of
consideration for the purchase, the timing of the purchase, the structure of related transactions,the legality of the purchase method, and the probability and feasibility of the purchase);
3) Whether there is any communication (collaboration) with a third party on the Purchase, andif there is any communication (collaboration), the details thereof;4) Grounds for the calculation of the purchase price (including facts and assumptions that form
the basis for the calculation, the calculation method, and numerical information used for the
calculation);- 14 -

5)
6)
7)
8)

Financing of purchase funds (including the specific name of the provider(s) of purchase funds(including the substantial provider(s)), the financing method and details of relatedtransactions);
Post-purchase management policy, business plan, financial plan, capital policy, dividend
policy, asset utilization measures, etc. (including safety management policy in conducting thefood business, and investment policy) to be applied to the Company and the Group;
Post-purchase policies on treatment of the Company's and the Group's employees, business
partners, customers and local community, and other stakeholders of the Company; andOther information that the Determination Committee reasonably deems necessary.

(ix) After the submission by the Purchaser of the Letter of Pledge and the Information Request
Response as well as additional Purchase Information requested by the Determination
Committee, if the Determination Committee finds that sufficient information has been
provided by the Purchaser, the Determination Committee must disclose and publicize in atimely manner the fact that the provision of the Purchase Information by the Purchaser has
been completed (the date on which the Determination Committee discloses and publicizes thefact of such completion is hereinafter referred to as the "Information Provision Completion
Date").
If the Determination Committee finds that sufficient information on the Purchase has been
provided by the Purchaser, the Determination Committee will set a period of time as set forth
either in (A) or (B) below (the "Determination Period") depending on the content of thePurchase, starting from the Information Provision Completion Date, in order for theDetermination Committee to secure time to evaluate and review the information, negotiatewith the Purchaser and/or form its opinion on the Purchase.
(A) 60 days in the event of a tender offer (TOB) for all shares in the Company in cash
(Japanese yen); or(B) 90 days in the event of other purchases.
The Determination Committee may request the Board of Directors to submit its opinion on
the Purchase, supporting materials, alternative proposals and any other information andmaterials as deemed necessary by the Determination Committee from time to time within adeadline set by the Determination Committee as appropriate, which shall be within 60 days
from the Information Provision Completion Date. However, the deadline for the submissionof alternative proposals shall be five days prior to the expiration of the Determination Period
as stated below.
The Purchaser may conduct the purchase only after the expiration of the Determination Period.
(3) Review by the Determination Committee of the details of the purchase
During the Determination Period, the Determination Committee will evaluate and review thedetails of the purchase by the Purchaser based on the information and materials provided by the
Purchaser and the Board of Directors, in view of the purpose of introduction of the Plan.
The Board of Directors may discuss and negotiate with the Purchaser in view of the purpose of
introduction of the Plan, and based on the results thereof, may present an alternative proposal ofpurchase to the Determination Committee no later than five days prior to the expiration of theDetermination Period. Upon receipt of such alternative proposal, the Determination Committee
immediately reports the alternative proposal to the Purchaser and, if the Purchaser indicates its
intent to consider the alternative proposal within five days after such report or by the day
immediately before the expiration of the Determination Period, whichever comes first, theDetermination Committee may request the Purchaser to respond whether to accept or reject thealternative proposal by setting a deadline no less than 10 days and no more than 30 days from such
request. In such case, the Purchaser must respond whether to accept or reject the alternative
proposal by such deadline.
If the Purchaser fails to express its intent to consider the alternative proposal within the period
specified above or fails to respond whether to accept or reject the alternative proposal by thedeadline, the Purchaser will be deemed to have rejected such alternative proposal.

- 15 -

If a response deadline for the Purchaser to consider the alternative proposal is set, and if suchdeadline occurs after the expiration of the Determination Period, the Determination Period of theDetermination Committee will be extended until the response deadline mentioned above.
If the Determination Committee determines that no recommendation can be made regarding theimplementation or non-implementation of the takeover defense measure under the Plan set forth in
3. (4) below on the grounds that there are exceptional reasonable circumstances that make it
difficult to complete a sufficient investigation and review within the Determination Period, theDetermination Committee may extend the Determination Period by its resolution for up to 30 days,
no later than five days prior to the expiration of the Determination Period (the same applies to any
additional extension of the Determination Period after such extension).
The Determination Committee may seek advice of independent third party experts (such as
financial advisors, attorneys, and certified public accountants) at the expense of the Company toensure that the evaluation, review, and judgment above are appropriate for the corporate value andthe common interests of our shareholders.
If the Determination Period is extended, the Determination Committee will disclose the period ofand reason for the extension and other matters as deemed appropriate promptly after the resolutionof the extension, and the Purchaser may conduct the purchase only after the expiration of theextended Determination Period.
(4) Process of implementing/not implementing the takeover defense measure under the Plan(i)

Recommendation by the Determination Committee to implement the takeover defense
measureThe Determination Committee will recommend that the Board of Directors implement the
takeover defense measure (the specific content of the measure is described in 3. (5) below) by
the expiration of the Determination Period on the ground that the purchase constitutes aninappropriate purchase if: (a) the Purchaser fails to provide the information as set forth in 3.
(2) and (3) above or otherwise comply with the procedures provided in the Plan; or (b) it isfound, as a result of the evaluation and review of the information and materials provided by
the Purchaser and the Board of Directors or the discussion and negotiation with the Purchaser,that the purchase by the Purchaser falls within any of the elements set forth in 1) to 6) below
and is deemed to be a purchase that may infringe or damage the corporate value or the common
interests of our shareholders (only if it is deemed reasonable to implement the takeover
defense measure after weighing the impact of implementation of the takeover defense measure
under the Plan against the risk of causing infringement and damage).
If the Determination Committee makes this recommendation, it will disclose the summary of
the recommendation and any other matters deemed appropriate by it promptly after the
resolution.

[Elements for recommending the implementation of the takeover defense measure]1) A purchase that may cause clear infringement of, or damage to, the corporate value of theCompany, and in turn, the common interests of our shareholders as a result of any of thefollowing acts listed in (a) to (d) below:(a) An act of demanding that the Company purchase the purchased shares at a high price;(b) An act of temporarily controlling the management of the Company and managing theCompany in a manner sacrificing the Company for the realization of profits of thePurchaser, such as acquisition of important assets of the Company at a low price;(c) An act of diverting the Company's assets as security for, or as funds for, repayment ofdebts of the Purchaser or any of its group companies, etc.; or(d) An act of temporarily controlling the management of the Company causing the Company
to dispose of high-value assets, etc. that have no immediate relevance to the Company's
business, and then causing the Company to pay temporarily high dividends out of the
profits from such disposal, or an act of selling the purchased shares in the Company at ahigh price, taking advantage of the opportunity for a sharp rise in the share price due tosuch temporarily high dividends;
2) A purchase that is likely to effectively coerce shareholders into selling their shares, such as acoercive two-tiered purchase (a purchase of shares through a tender offer, without soliciting- 16 -

3)
4)
5)

6)

the purchase of all shares in the first purchase, setting unfavorable conditions for the second
stage of the purchase, or not clarifying such conditions);
A purchase that is made without giving the Company such time as may reasonably be required
to present an alternative proposal for such purchase;
A purchase that is made without fully providing our shareholders with the Purchase
Information and other information reasonably required to judge the details of the purchase;
A purchase the terms of which (including the value and type of consideration for the purchase,the timing of the purchase, the legality of the purchase method and the probability of thepurchase, as well as post-purchase policies on treatment of the Company's employees,
business partners, customers, and other stakeholders) are significantly inadequate or
inappropriate in light of the essential value of the Company; orA purchase that may seriously hinder the assurance of the safety of the food business, such as
the health of customers, because the content of the post-purchase management policy orbusiness plan of the Purchaser is insufficient or inappropriate.

(ii) Cancellation of the takeover defense measure after its implementation
Even after the Determination Committee has recommended the implementation of the
takeover defense measure and the Board of Directors has implemented it, the Determination
Committee may recommend that the Board of Directors cancel the implementation of the
takeover defense measure if:a) the Purchaser withdraws the purchase or the situation of the Purchase is otherwise
resolved; orb) there are any changes in the facts based on which the implementation of the takeover
defense measure was recommended as stated in 3. (4) (i) above and it is determined thatthe purchase by the Purchaser does not fall under any of the elements set forth in 3. (4)(i) 1) to 6) above.
If the Determination Committee recommends the cancellation of implementation of the
takeover defense measure, it will disclose the summary of the recommendation and any othermatters deemed appropriate by it promptly after the resolution.
As described below, the core of the takeover defense measure under the Plan is a gratis
allotment of share options under Article 277 of the Companies Act.
If the Determination Committee recommends the implementation of the takeover defense
measure (the Plan), the Board of Directors will respect such recommendation to the fullest
extent and adopt a resolution for a gratis allotment of share options based on the Plan. When
adopting such resolution, the Board of Directors will designate the date on which theshareholders to whom share options are allotted free of charge become the holders of the shareoptions, that is, the date on which the gratis allotment of share options becomes effective (the"Effective Date of Gratis Allotment") and the final day (last day) of the period during which
the share options allotted free of charge may be exercised.
Generally, from three business days prior to the date on which share options are allotted toshareholders and the shareholders become holders of the share options (as mentioned above,the date is referred to as the "Effective Date of Gratis Allotment" under this Plan), a
phenomenon known as ex-rights occurs in the stock exchange market, that is, the relevant
shares are traded at a price below market value.
Thus, if the implementation of the takeover defense measure is cancelled after four businessdays prior to the Effective Date of Gratis Allotment, no new shares will actually be issued,
while leaving the effect of ex-rights on the stock market, which may harm the fairness amongshareholders and cause unforeseen damage to the shareholders who sold their shares at theprice of ex-rights.
Therefore, the deadline for the Determination Committee to recommend that the Board of
Directors cancel the implementation of the takeover defense measure based on the existenceof an event listed in either a) or b) above shall be five business days prior to the Effective Dateof Gratis Allotment, and the deadline for the Board of Directors to cancel the implementationof the takeover defense measure (the Plan) based on the recommendation of the Determination
Committee shall be four business days prior to the Effective Date of Gratis Allotment.
In the event of cancellation mentioned above, no share options will be allotted.

- 17 -

(iii) Recommendation by the Determination Committee not to implement the takeover
defense measure
If the Determination Committee determines that the Purchase by the Purchaser does not fallwithin any of the elements set forth in 3. (4) (i) 1) to 6) above as a result of its evaluation andreview of the information and materials provided by the Purchaser and the Board of Directors
and the discussions and negotiations with the Purchaser, or if the Board of Directors fails toprovide its opinion as set forth in 3. (2) (ix) above or any information and materials requestedby the Determination Committee within the designated deadline despite the request of theDetermination Committee, the Determination Committee will recommend the Board of
Directors not to implement the takeover defense measure.
In such case, the Determination Committee will disclose the summary of the recommendationand other matters as deemed appropriate by the Determination Committee promptly after the
resolution.
However, if there are any changes in the facts on which such determination was made during
the Determination Period and the purchase by the Purchaser falls within any of the elements
set forth in 3. (4) (i) 1) to 6) above, the Determination Committee may make a separate
determination, including whether to implement the takeover defense measure (the Plan) again,
and make a recommendation to the Board of Directors. In such case, the Determination
Committee will disclose the summary of the recommendation and other matters as deemed
appropriate by the Determination Committee promptly after the resolution.
In the event that the takeover defense measure is not implemented based on therecommendation of the Determination Committee and the Determination Period has expired,
if the Purchaser is going to make the Purchase under circumstances different from the facts
and circumstances based on which the recommendation was made, the Purchaser must provide
a new Statement of Intent to the Board of Directors.
(iv) Respect for recommendations of the Determination Committee by the Board of Directors
The Board of Directors will respect recommendations of the Determination Committee madein accordance with 3. (4) (i) to (iii) above to the fullest extent, and decide whether toimplement or not to implement the takeover defense measure (the Plan) (the specific measure
is described in 3. (5) below).
Upon making such decision, the Board of Directors will disclose the summary of the decisionand other matters as deemed appropriate by the Board of Directors promptly after the decision.
If the Purchaser fails to follow the procedures under the Plan and proceeds with the Purchase,the Board of Directors may implement the takeover defense measure without waiting for a
recommendation by the Determination Committee.
(v) Admissibility and adequacy of the Plan
1) Meeting of the requirements under guidelines concerning takeover defense
measures, etc.
The Plan meets the three principles provided for in the Guidelines Regarding Takeover
Defense for the Purposes of Protection and Enhancement of Corporate Value andShareholders’ Common Interests issued by the Ministry of Economy, Trade and Industry
and the Ministry of Justice on May 27, 2005 (i.e., principle of protecting and enhancing
corporate value and shareholders’ common interests, principle of prior disclosure andshareholders’ will, and principle of ensuring the necessity and reasonableness). The Planalso conforms to the "Takeover Defense Measures in Light of Recent Environmental
Changes" issued on June 30, 2008 by the Corporate Value Study Group establishedwithin the Ministry of Economy, Trade and Industry.
2) Emphasis on shareholders' will
As stated in 3. (6) below, the Company will confirm the shareholders' will with respect
to the continuation of the Plan at the 60th Ordinary General Meeting of Shareholders tobe held in June 2020.
In addition, even before the expiration of the effective term of the Plan, if a proposal toabolish the Plan is approved at a general meeting of shareholders of the Company, thePlan will be abolished at that time.

- 18 -

Further, since the directors of the Company, whose term of office is one year, are elected
at an ordinary general meeting of shareholders every year, and the Board of Directors
can decide to abolish the Plan, the shareholders of the Company can also indirectly
abolish the Plan at their discretion through the election of directors every year.
In such manners, the introduction, continuation and abolition of the Plan reflect theshareholders' will.
3) Establishment of objective requirements
As described in 3. (4) above, the Plan is designed to be implemented only if reasonable
and objective requirements are met.
4) The Plan is not a dead-hand or slow-hand type takeover defense measure
Since a majority vote is required when the Board of Directors decides whether toimplement the Plan, if half or more of the directors comprising the Board of Directors
are replaced at a general meeting of shareholders, it is impossible for the minority of
directors to implement the Plan. Therefore, the Plan does not constitute an unjustified
dead-hand type takeover defense measure.
In addition, since all directors of the Company are elected at an ordinary general meetingof shareholders every year, all directors can be replaced. Therefore, the Plan does notconstitute an unjustified slow-hand type takeover defense measure.
(5) Details of the takeover defense measure (the Plan)
The Plan (a takeover defense measure) described in 3. (4) above consists of a gratis allotment ofshare options ("Share Options under the Plan") under Article 277 of the Companies Act as
described below.
(i)Shareholders subject to the allotment of Share Options under the Plan
The Board of Directors will separately set the Effective Date of Gratis Allotment (meaning
the date on which the shareholders to whom share options are allotted free of charge become
holders of the share options, that is, the date on which the gratis allotment of share options
takes effect) in accordance with Article 278, Paragraph (3) and Paragraph (1), Item (iii) of theCompanies Act, and will give notice, without delay after that date, to the shareholders whoare entered or recorded on the latest register of shareholders of the Company as of that date inaccordance with Article 279, Paragraph (2) of the Companies Act, stating that one Share
Option under the Plan is allotted to each share held by the shareholders (excluding treasury
shares).

(ii) Total number of Share Options under the Plan to be allotted
The maximum number of Share Options under the Plan to be allotted is the final total number
of issued shares (excluding treasury shares) as of the Effective Date of Gratis Allotment.
(iii) Class and number of shares subject to Share Options under the Plan
Shares subject to Share Options under the Plan are common shares in the Company, and one
common share will be issued per Share Option under the Plan, unless otherwise adjusted.
(iv) Price of Share Options under the Plan
Free of charge.
(v) Amount to be paid in upon exercise of Share Options under the Plan
The amount to be paid in per share delivered upon exercise of a Share Option under the Plan
is 1 yen.
(vi) Final day (last day) of the exercise period of Share Options under the Plan
The Board of Directors will set the Effective Date of Gratis Allotment in accordance with
Article 278, Paragraph (3) and Paragraph (1), Item (iii) of the Companies Act, and will givenotice, without delay after that date, to the shareholders to whom share options are allotted
free of charge in accordance with Article 279, Paragraph (2) of the Companies Act. Since
Paragraph (3) of the said Article 279provides that the final day (last day) of the exercise periodof share options shall be at least two weeks from the date of delivery of the notice, the final- 19 -

day (last day) of the exercise period of Share Options under the Plan shall be a date that is atleast two weeks from the Effective Date of Gratis Allotment.
(vii) Cancellation of the allotment of Share Options under the Plan
As stated above, the deadline for the Determination Committee to recommend that the Boardof Directors cancel the implementation of the Plan under 3. (4) (ii) a) or b) above shall be fivebusiness days prior to the Effective Date of Gratis Allotment, and the deadline for the Boardof Directors to cancel the gratis allotment based on such recommendation of theDetermination Committee shall be four business days prior to the Effective Date of Gratis
Allotment.
(viii)Conditions precedent to the exercise of Share Options under the Plan (Criteria of
persons who are not recognized as eligible to exercise share options)
In general, persons listed in (a) to (f) below may not exercise Share Options under the Plan.
Further, in general, non-residents who are required to follow prescribed procedures forexercising Share Options under the Plan under applicable laws and regulations in Japan orforeign countries may not exercise Share Options under the Plan. The Company is notexpecting to deliver money in order to acquire the share options held by the Purchaser.

(a)Person who may
not exercise
Specified Large
Volume Holder

Meanings (hereinafter, the "Act" means the Financial
Instruments and Exchange Act)
A holder of Share Certificates, etc. issued by the Company, who
is found by the Board of Directors to have a Holding Ratio of
Share Certificates, etc. of 20% or more in respect of such Share
Certificates, etc.
A "Joint Holder" as defined in Article 27-23, Paragraph (5) of theAct, including any person who is deemed as a Joint Holder underParagraph (6) of that Article.
A person who gives public notice for commencing a tender offer
concerning a Purchase, etc. (meaning a "Purchase, etc." as definedin Article 27-2, Paragraph (1) of the Act, the same applies
hereinafter) of Share Certificates, etc. (meaning "Share
Certificates, etc." as defined in that Paragraph, the same applies
hereinafter) issued by the Company by way of a tender offer(TOB), and whose Holding Ratio of Share Certificates, etc. after
such Purchase, etc. will be 20 % or more when totaling with theHolding Ratio of Share Certificates, etc. of Persons in Special
Relationship with such person.
"Persons in Special Relationship" as defined in Article 27-2,
Paragraph (7) of the Act (for those who are listed in Item (i) of thesaid Paragraph, excluding those set forth in Article 3, Paragraph (1)of the Cabinet Office Order on Disclosure Required for Tender
Offer for Share Certificates by Persons Other Than Issuers); thesame applies hereinafter.

(b)

Joint Holder of (a)(c)

Specified LargeScale Purchaser(d)Persons in Special
Relationship with
(c)

(e)

Any person who has
acquired or
succeeded to Share
Options under thePlan from any of thepersons set forth in(a) to (d) above
without theapproval of theBoard of Directors
Any related person A "related person" means a person, as recognized by the Board ofof the persons set
Directors, who substantially controls, is controlled by, or is under(f)- 20 -

forth in (a) to (e)abovecommon control with, a person under any of (a) to (e) above or isacting in concert with such person.

(ix) Restrictions on transfer of Share Options under the Plan
A transfer of Share Options under the Plan is subject to the approval of the Board of Directors.
In other words, any transfer of Share Options under the Plan without the approval of the Boardof Directors is not effective against the Company.
(x) Events of, and conditions precedents to, the cancellation of Share Options under the Plan
Since the Company is not entitled under laws and regulations (Article 278, Paragraph (2) of
the Companies Act) to receive a gratis allotment of Share Options under the Plan, the Plandoes not provide for the conditions precedents to the cancellation of Share Options under thePlan under Article 276 of the Companies Act.
In order to amend the Plan, including an addition of a provision to the effect that the Company
may acquire Share Options under the Plan in exchange for shares in the Company (call clause),
the Company must obtain the approval of our shareholders at a general meeting ofshareholders as stated below.
(6) Effective term of the Plan and procedures for introduction, continuation, amendment, andabolition of the Plan
The introduction, continuation, or amendment of the Plan must be approved at a general meetingof shareholders of the Company by an ordinary resolution under Article 309, Paragraph (1) of theCompanies Act (a resolution passed by a majority of the votes of the shareholders present at a
meeting of shareholders at which the shareholders holding a majority of the votes of theshareholders who are entitled to vote are present) in accordance with Article 48, Paragraph 3 of the
Articles of Incorporation, notwithstanding the provision of Article 17, Paragraph 1 of the Articles
of Incorporation.
The effective term of the Plan is through the close of the ordinary general meeting of shareholders
to be held with respect to the last fiscal year that ends within three years after the introduction,
continuation, or amendment of the Plan is approved by an ordinary resolution (Article 309,
Paragraph (1) of the Companies Act) in accordance with Article 48, Paragraph 3 of the Articles ofIncorporation at a general meeting of shareholders of the Company.
More specifically, if the continuation of the Plan is approved at the 60th Ordinary General Meetingof Shareholders to be held in June 2020, the Plan will remain effective, unless any procedures toamend or abolish the Plan are taken thereafter, through the close of the ordinary general meetingof shareholders to be held in June 2023.
However, even before the expiration of the effective term, if (a) a proposal to abolish the Plan isapproved at a general meeting of shareholders of the Company, or (b) a resolution to abolish thePlan is adopted by the Board of Directors consisting of directors elected at a general meeting ofshareholders, the Plan will be abolished at that time.
In addition, any amendment to the Plan requires the approval by an ordinary resolution (Article
309, Paragraph (1) of the Companies Act) in accordance with Article 48, Paragraph 3 of the Articles
of Incorporation, and if the Plan is amended during the effective term of the Plan, the amended
Plan remains effective through the close of the ordinary general meeting of shareholders to be heldwith respect to the last fiscal year that ends within three years after such amendment of the Plan isapproved by an ordinary resolution (Article 309, Paragraph (1) of the Companies Act) inaccordance with Article 48, Paragraph 3 of the Articles of Incorporation at a general meeting ofshareholders of the Company.
The Company plans to submit a proposal for the continuation of the Plan to the next ordinary
general meeting of shareholders, i.e., the 60th Ordinary General Meeting of Shareholders.
Further, the Company will review or consider amending the Plan as necessary from the perspectiveof enhancing the corporate value and in turn, the common interests of our shareholders, taking into
account the revision and development of related laws and regulations as well as court judgments
and precedents, and the outcome of such review or consideration will be presented as a proposal ata general meeting of shareholders of the Company.

- 21 -

The Company will also promptly disclose material facts or information relating to the Plan and anyother matters as deemed appropriate by the Board of Directors or the Determination Committee.
(7) About the Determination Committee
Upon introduction of the Plan, the Company established the Corporate Value Determination
Committee (referred to as the "Determination Committee" as already mentioned above) consistingexclusively of persons independent from the Board of Directors in order to avoid any arbitrary
judgments by the Board of Directors on whether to implement the Plan and other related matters.
The Determination Committee consists of three or more members who are appointed by the Boardof Directors from outside directors who are members of the audit and supervisory committee of theCompany as well as from outside experts well-versed in the theory and practice of corporate
management or corporate acquisitions (such as company managers, ex-government officials,
attorneys, certified public accountants, and academics).
The name and brief biography of each of the current members of the Determination Committee isshown in (Exhibit 1).
In principle, a resolution of the Determination Committee is adopted by a majority of members at
a meeting where all members are present. However, under unavoidable circumstances, a resolution
may be adopted by a majority of members present at a meeting where a majority of members arepresent.
The Determination Committee will make a report on its determination process and disclose thereport in a timely manner.
(8) Impact on shareholders and investors(i) If the Purchaser fails to follow the above procedures under the Plan
If the Purchaser fails follow the procedures under the Plan described in 3. (2) above, such as
submitting the Statement of Intent, the purchase will be deemed to be an Unjust Hostile
Takeover.
(ii) Impact on shareholders and investors upon introduction of the Plan
Unless the Plan is implemented, Share Options under the Plan will not be issued. Therefore,
the introduction of the Plan does not directly provide any specific impact on the rights andeconomic interests of our shareholders and investors.
(iii) Impact on shareholders and investors upon gratis allotment of Share Options under thePlan
If a resolution to implement the takeover defense measure (the Plan) and conduct a gratis
allotment of Share Options under the Plan to our shareholders is adopted, one Share Option
under the Plan will be allotted free of charge to each of shares held by the shareholders whoare entered or recorded on the latest register of shareholders of the Company as of theEffective Date of Gratis Allotment.
If a shareholder to whom Share Options under the Plan have been allotted fails to follow theprocedures set forth in 3. (8) (iv) 3) below during the exercise period for the allotted Share
Options under the Plan, the shares held by such shareholder in the Company will be diluted(a decrease in the percentage of shares held by such shareholder in the Company) as a resultof the exercise of Share Options under the Plan by other shareholders (provided, however,that if the Company is able to acquire such Share Options under the Plan in exchange forshares in the Company and the Company implements the procedures for such acquisition,such shareholder receives shares in the Company as consideration for acquisition of such
Share Options under the Plan by the Company without completing the procedures describedin 3. (8) (iv) 3) below and no dilution will be caused to such shareholder's shares in the
Company).
(iv) Procedures required to be taken by shareholders in connection with the issuance of Share
Options under the Plan by way of allotment to shareholders
1)

The latest register of shareholders as of the Effective Date of Gratis Allotment- 22 -

If the Board of Directors resolves to implement the takeover defense measure (the Plan)
and conduct a gratis allotment of Share Options under the Plan to shareholders, the Boardof Directors will set the Effective Date of Gratis Allotment and give public notice thereof.
Our shareholders are asked to confirm completion of the necessary procedures at theJapan Securities Depository Center through their account management institutions (suchas securities companies) respectively by the final day (last day) of the exercise period of
Share Options under the Plan stated in the notice to the shareholders and public notice.
2)

Procedures for application for Share Options under the Plan
Under the Plan, Share Options under the Plan will be allotted to our shareholders by wayof a gratis allotment of share options under Article 277 of the Companies Act, and theshareholders entered or recorded on the latest register of shareholders as of the Effective
Date of Gratis Allotment will automatically become holders of share options on the
Effective Date of Gratis Allotment without making an application therefor.

3)

Procedures for exercising the Share Options under the Plan
After the Effective Date of Gratis Allotment, the Company will, without delay, givenotice to all the shareholders who are entered or recorded on the latest register ofshareholders as of the Effective Date of Gratis Allotment concerning the details of Share
Options under the Plan and send an exercise request form (in a form designated by theCompany, including a letter of pledge to the effect that the shareholder is not a Specified
Large Volume Holder) and other documents necessary to exercise the Share Options
under the Plan.
Upon submission of these necessary documents and payment of 1 yen per Share Option
under the Plan by the final day (last day) for exercising Share Options under the Plan
separately designated by the Board of Directors, one common share in the Company will
be issued per Share Option under the Plan.
If the Company provides, in accordance with the laws and regulations, that the Company
may acquire Share Options under the Plan in exchange for shares in the Company, andthe Company implements the procedures for such acquisition, the shareholders holding
the Share Options under the Plan that are subject to such acquisition as determined by
the Board of Directors will receive shares in the Company as consideration for theacquisition of the Share Options under the Plan by the Company without payment of
their exercise price (in such case, each such shareholder may be separately requested tosubmit a written statement in a form designated by the Company pledging that he/she is
not a Specified Large Volume Holder).
END- 23 -

(Exhibit 1)
Career Summary of Corporate Value Determination Committee Members
As of May 14, 2020
Hiroyuki Ozaki
March 1984

: Graduated from 2nd Program, Faculty of Law, the University of Tokyo

April 1984

- May 1993

: Nomura Securities Co., Ltd.

(May 1990: MBA, New York University)

June 1993- August 1995

: Morgan Stanley Japan Limited

September 1995 - April 1997

: Goldman Sachs (Japan) Ltd.

May 1997- May 2001

May 2001- August 2002

August 2002

- January 2004

: Managing Director, Biovision Capital Co., Ltd.

April 2004

- May 2005

: Director, DNAVEC Corporation (Gene therapy venture)(March 2005:

Executive Officer, General Manager, Sales Division, Goldman Sachs Investment
Trust (Japan) Ltd.

:

General Manager, Bio Business Preparation Office, Softbank Investment Co.,
Ltd.

:

Completed doctoral course, Waseda University Graduate School and gained
doctorate (research):

Professor, Entrepreneurship Program, Tokyo University of Technology Graduate
School

May 2005- March 2015

June 2012- June 2016

: Outside Audit & Supervisory Board Member, the Company

April 2015

- Present: Professor, Graduate School of Business Administration, Kobe University

April 2016

- Present:

Professor, Graduate School of Science, Technology and Innovation, Kobe
University

Nobuyuki Isagawa
March 1989

: Graduated from School of Business Administration, Kobe University

April 1989

- March 1993

: New Japan Securities Co., Ltd. (currently Mizuho Securities Co., Ltd.)

April 1993

- March 1995

April 1995

- March 1997

April 1997

- March 2007

April 2007

- March 2016

: Professor, Graduate School of Business Administration, Kobe University

April 2016

- Present: Professor, Graduate School of Management, Kyoto University(2000: PhD (Management), Kobe University)

Hiroshi Iguchi
March 1985:

Doctoral Program, Graduate School of Business Administration, Kobe
University: Assistant, School of Business Administration, Kobe University:

Associate Professor, Graduate School of Business Administration, Kobe
University: Graduated from Department of Law, Faculty of Law, Chuo University

October 1986

: Passed the national bar examination

April 1987

- March 1989

: Legal apprentice (41st term)

April 1989

- January 1994

: Registered as an attorney at law, assigned to Sannomiya Law OfficeFebruary 1994

- Present: Senior Partner Attorney, Kobe City Law Office(Became an incorporated entity in October 2005)End- 24 -

(Exhibit 2)
Major shareholders (Top 10) as of March 31, 2020
Name
Minimal Corporation

Number of shares held
6,194,173

FUJICCO Co., Ltd.

4,940,649

14.11

The Master Trust Bank of Japan, Ltd. (Trust
Account)

1,787,200

5.10

Masakazu Fukui

1,021,863

2.92

MUFG Bank, Ltd.

895,140

2.55

SUMITOMO LIFE INSURANCE COMPANY

854,000

2.44

Japan Trustee Services Bank, Ltd. (Trust Account)

695,800

1.98

Hisako Tanaka

616,834

1.76

Nippon Life Insurance Company

550,919

1.57

Sumitomo Mitsui Banking Corporation

494,887

1.41

18,051,465

51.58

Total

Shareholding ratio (%)
17.70(Note) Shareholding ratio was calculated including the number of treasury stock.

- 25 -

(Exhibit 3)
Flow Chart in Case of Commencement of Large-Scale Purchase
Large-Scale Purchaser Appears(Person intending to perform purchase or tender offer that would result in the holding ratio of 20% or more)

Commencement of the Plan

(Complies with the Plan)
Submission of Letter of Intent(1) 15 days(2) 60 days
Or less

7 daysor less

Delivery and dissemination of declaration to besigned by the Board of Directors (template
declaration) and request for information andanswers to questions(Doesn’t comply with the Plan)
Non-submission

Non-submission

Submission of (1) signed declarationand (2) information and answers toquestions

Completion of information submission
60 days or less or
90 days or less
Extension of a
maximum of
30 days ispossible (Note 2)

Board of Directors reaches opinionand discusses and negotiates
alternative proposals

Corporate Value Determination
Committee discusses and follows
procedure to provide recommendation

Corporate Value Determination Committee
discusses proposal and follows procedure
to provide recommendation

Board of Directors makes decision onwhether large-scale purchase will cause
loss to corporate value and common
interest of shareholders

Will notcause loss

Board of Directors makes decision

Will cause loss

Takeover Defense Measures not invoked

Takeover Defense Measures invoked

Decision entrusted to shareholders(Notes) 1. The above flow chart is a reference material for the purpose of making it simpler to understand the Plan. It does
not necessarily show all the procedures. Please read the main text for details of the Plan.
2. In principle, 60 days in cases of a tender offer for consideration in cash and in principle, 90 days in other tender
offer cases. However, an extension of up to 30 days may be possible if the Corporate Value Determination
Committee recognizes that there are special and reasonable circumstances. In such a case the period would be up
to 90 days and 120 days, respectively. (There may be cases where the determination period is extended beyond
that period.)End- 26 -