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

(Securities Code: 9324)
June 7, 2023
To our shareholders:Nobuyuki Fujii,
President & CEO
Yasuda Logistics Corporation
3-1-1 Shibaura, Minato-ku, Tokyo

Notice of the 155th Annual General Meeting of Shareholders
We are pleased to announce that the 155th Annual General Meeting of Shareholders of Yasuda Logistics
Corporation will be held as described below.
When convening the Meeting, the Company takes measures for providing information that constitutes thecontent of reference documents for the general meeting of shareholders, etc. (matters for which measures forproviding information in electronic format are to be taken) in electronic format, and posts this information on the
Company’s website. Please access the Company’s website by using the internet address shown below to review the
information.
The Company’s website: https://www.yasuda-soko.co.jp/ir/tabid/133/Default.aspx (in Japanese)
In addition to posting matters subject to measures for electronic provision on our website, the Company also
posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). To access this information from the latter
website, access the TSE website (Listed Company Search) by using the internet address shown below, enter the issuename (Yasuda Logistics) or securities code (9324), and click “Search.” Then, click “Basic information” and select“Documents for public inspection/PR information.” Under “Filed information available for public inspection,” click“Click here for access” under “[Notice of General Shareholders Meeting /Informational Materials for a General
Shareholders Meeting].”
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
You may exercise your voting rights via the internet or in writing. Please review the attached Reference
Documents for the General Meeting of Shareholders, and exercise your voting rights according to“Information on Exercise of Voting Rights” on the next page by 5:00 p.m. on Tuesday, June 27, 2023 (JST).
1. Date and Time:

Wednesday, June 28, 2023, at 10:00 a.m. (JST)

2. Venue:

TKP Garden City PREMIUM-Tamachi,
4F, msb Tamachi, Tamachi Station Tower S
3-1-21 Shibaura, Minato-ku, Tokyo

3. Purpose of the Meeting:
Matters to be reported
1. Report on the Business Report, the Consolidated Financial Statements and the results ofaudits of the Consolidated Financial Statements by the Financial Auditor and Board of
Corporate Auditors for the 155th Fiscal Year (from April 1, 2022 to March 31, 2023)
2. Report on the Non-Consolidated Financial Statements for the 155th Fiscal Year (from
April 1, 2022 to March 31, 2023)-1-

Matters to be resolved
Proposal No. 1: Appropriation of the Surplus for the 155th Fiscal Year
Proposal No. 2: Election of Eight (8) Directors
Proposal No. 3: Election of Four (4) Corporate Auditors
Proposal No. 4: Election of One (1) Substitute Corporate Auditor
Proposal No. 5: Continuation of the Measures to Respond to Large-Scale Purchases of the Company’s
Shares (Takeover Defense Measures)-2-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1:

Appropriation of the Surplus for the 155th Fiscal Year

The Company has given consideration to matters including the business performance of the fiscal year and futurebusiness development, and it proposes to appropriate the surplus for the 155th fiscal year as follows:
1. Year-end dividends(i) Type of dividend property
To be paid in cash.
(ii) Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥13.50 per common share of the Company.
In this event, the total amount of dividends shall be ¥392,910,993.
(iii) Effective date of dividends of surplus
The effective date of dividends shall be June 29, 2023.
2. Other appropriation of surplus(i) Item of surplus to be increased and amount of increase
General reserve: ¥1,600,000,000(ii) Item of surplus to be decreased and amount of decrease
Retained earnings brought forward: ¥1,600,000,000-3-Proposal No. 2:

Election of Eight (8) Directors

The terms of office of all seven (7) Directors will expire at the conclusion of this meeting. Accordingly, in orderto further strengthen corporate governance, the Company proposes the election of eight (8) Directors by adding one(1) Outside Director.
In addition, when selecting candidates for Directors, the decision is made by the Board of Directors upon advice
received from the Nominations and Remuneration Advisory Committee, which comprises a majority of Independent
Outside Directors.
The candidates for Director are as follows:
CandidateNo.
1
Nobuyuki Fujii
2
Kazunari Ogawa
3
Hiroyuki Muto

Name

Current position in the Company(Male)(Male)(Male)

Reelection
Reelection
Reelection
Reelection

4

Tadashi Matsui(Male)

5

Masahiro Ifuku(Male)

6

Hirozumi Sone

(Male)

7

Morio Sakamoto(Male)

8

Haruko Shudo(Female)Reelection
Independent
OutsideReelection
Independent
OutsideReelection
Independent
OutsideNew election
Independent
OutsidePresident & CEO
Director & Managing Executive Officer
Director & Managing Executive Officer
Director & Managing Executive Officer
General Manager of Marketing Strategy Department
Director

Director

Director–-4-

Candidate
No.

1

2

Number of the
Career summary, and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
Apr. 1982
Joined The Fuji Bank, Limited
Apr. 2009
Executive Officer of Mizuho Corporate Bank,
Ltd.
Apr. 2011
Managing Executive Officer
Apr. 2012Managing Executive Officer of Mizuho Bank,
Ltd.
Nobuyuki Fujii
Apr. 2014
Senior Managing Director(March 10, 1959)
49,600 shares
Apr. 2016
Deputy President
Apr. 2017
Administrative Officer of Mizuho Financial
Reelection
Group, Inc.
Administrative Officer of Mizuho Bank, Ltd.
May 2017
Advisor of the Company
June 2017
Director and Deputy President
June 2018
President
June 2020
President & CEO (current position)[Reasons for nomination as candidate for Director]
He has a wealth of experience and a track record in corporate management at a major financial institution and in each of
the Company’s businesses. He has been responsible for the Company’s management as President since 2018. The
Company expects that he will contribute to enhancing the functions of the Board of Directors by utilizing such
experience and proposes him for reelection as a Director.
Apr. 1987
Joined the Company
July 2005
General Manager of Shibaura Logistics Center
July 2011
General Manager of Corporate Management
Department
June 2014
Director
Kazunari Ogawa(August 7, 1962)
June 2018
Managing Director
26,300 shares
June 2020
Director & Managing Executive Officer
Reelection(current position)
Current responsibility
Strategic Project Management Department, Logistics
Engineering Department, Marketing and Sales Department III,
International Sales Department, and Real Estate Department[Reasons for nomination as candidate for Director]
He has a wealth of experience and track record mainly in the Company’s domestic logistics business, finance, corporate
strategy planning and real estate divisions having served as General Manager of Logistics Center, General Manager ofCorporate Management Department and Executive Officer responsible for Accounting Department and is now in chargeof the Strategic Project Management Department, the Logistics Engineering Department, the Marketing and Sales
Department and the Real Estate Department. The Company expects that he will contribute to enhancing the functions of
the Board of Directors by utilizing such experience and proposes him for reelection as a Director.
Name(Date of birth)-5-

Candidate
No.

3

Number of the
Career summary, and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
Apr. 1986
Joined the Company
Apr. 2005
General Manager of Y-CC Daikoku Logistics
CenterJune 2009
General Manager of Sales Development
Department
June 2013
Director
June 2020
Managing Executive Officer
Hiroyuki Muto
June 2022
Director & Managing Executive Officer(December 11, 1963)
17,000 shares(current position)
Current responsibility
Reelection
In charge of International Business Promotion Department, andSales at Overseas Offices
Significant concurrent positions outside the Company
President of Fuyo Air Cargo Co., Ltd.
Chairperson of Yasuda Chuo International Forwarding(Shanghai) Co., Ltd.
Chairperson of Yasuda Logistics (Shanghai) Corporation[Reasons for nomination as candidate for Director]
He has a wealth of experience and track record mainly in the Company’s domestic logistics business and international
logistics business having served as General Manager of Logistics Center and General Manager of Sales andDevelopment Department and now as the person responsible for the management of the Company’s overseas Group
companies and sales of overseas offices. The Company expects that he will contribute to enhancing the functions of theBoard of Directors by utilizing such experience and proposes him for reelection as a Director.
Name(Date of birth)-6-

Candidate
No.

4

5

Number of the
Career summary, and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
Apr. 1987
Joined the Company
Apr. 2004
General Manager of Atsugi Logistics Center
Apr. 2014
General Manager of Medical Logistics Unit
June 2014
Director
Apr. 2019
Director and General Manager of Marketing
Strategy Department
Tadashi Matsui
June 2020
Managing Executive Officer(May 21, 1964)
General Manager of Marketing Strategy
14,200 shares
Department
Reelection
June 2022
Director & Managing Executive Officer
General Manager of Marketing Strategy
Department (current position)
Current responsibility
In charge of Information Systems Department, Marketing
Strategy Department, IT Kitting Unit, and Transportation
Network[Reasons for nomination as candidate for Director]
He has a wealth of experience and track record mainly in the Company’s domestic logistics business and IT Technology& DX, having served as General Manager of Logistics Center and General Manager of Medical Logistics Unit and now
as Director & Managing Executive Officer and General Manager of Marketing Strategy Department in charge of theInformation Systems Department, Marketing Strategy Department, DX Promotion Section and IT Kitting Unit as well
as being responsible for the Transportation Network. The Company expects that he will contribute to enhancing thefunctions of the Board of Directors by utilizing such experience and proposes him for reelection as a Director.
Apr. 1981
Joined The Yasuda Mutual Life Insurance
Company
Oct. 2003
General Manager of Kochi Regional OfficeJan. 2004
General Manager of Kochi Regional Office ofMeiji Yasuda Life Insurance Company
July 2011
Executive Officer
July 2013
Managing Executive Officer
Apr. 2015
Senior Managing Executive Officer
Apr. 2016
Deputy President and Executive Officer
Masahiro Ifuku
July 2016
Director, Deputy President, and Executive(June 9, 1958)
Officer
6,300 shares
June 2018
Outside Director of the Company (current
Reelection
position)Independent
Apr. 2020
Director of Meiji Yasuda Life Insurance
Outside Director
Company
July 2020
Representative Director and Chairperson of
Meiji Yasuda General Insurance Co., Ltd.
Apr. 2023
Representative Director and Chairperson of
Meiji Yasuda Payment Collection Business
Services Co., Ltd. (current position)
Significant concurrent positions outside the Company
Representative Director and Chairperson of Meiji Yasuda
Payment Collection Business Services Co., Ltd.
[Reasons for nomination as candidate for Outside Director and expected role]
He has a high level of knowledge concerning compliance, risk management and personnel and human resources
development having been engaged in corporate management at a major life insurance company and elsewhere. The
Company expects that he will provide valuable opinions and advice on overall corporate management as well as risk
management and other areas and proposes him for reelection as an Outside Director.
Name(Date of birth)-7-

Candidate
No.

6

Number of the
Career summary, and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
Apr. 1979
Joined Yamatake-Honeywell Co., Ltd.
(currently Azbil Corporation)
Apr. 1996
Systems Marketing Manager of Systems
Development Group, Industrial Systems
Division
Oct. 1998
Transferred to Yamatake Industries Systems
Co., Ltd.
General Manager of Marketing Department
June 2000
Director and General Manager of Marketing
Department
Apr. 2003
Vice Executive Officer of Yamatake
Corporation (currently Azbil Corporation)
General Manager of Engineering Department,
Advanced Automation Company
Hirozumi Sone
Apr. 2005
Executive Officer, General Manager of the(January 16, 1955)
Corporate Planning Department
Apr. 2008
Managing Executive Officer, General Manager
2,000 shares
Reelectionof the Corporate Planning Department
Independent
June 2010
Director and Managing Executive Officer
Outside Director
Apr. 2012
Representative Director, President and Chief
Executive Officer of Azbil Corporation
Apr. 2020
Representative Director, Executive
Chairperson, President and Group Chief
Executive Officer
June 2020
Representative Director Chairperson, Executive
Chairperson
June 2021
Outside Director of the Company (current
position)
June 2022
Director and Chairperson, Chairperson of theBoard of Azbil Corporation (current position)
Significant concurrent positions outside the Company
Director Chairperson, Chairperson of the Board of Azbil
Corporation[Reasons for nomination as candidate for Outside Director and expected role]
He has a high level of knowledge concerning strategy planning and risk management for corporate planning having
served as President and Chairperson of a major globally-expanding manufacturer of measurement, control andautomation equipment. The Company expects that he will provide valuable opinions and advice on overall corporate
management as well as IT Technology, DX and other areas, and proposes him for reelection as an Outside Director.
Name(Date of birth)-8-

Candidate
No.

7

Number of the
Career summary, and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
Apr. 1979
Joined Ministry of Home Affairs
July 1999
Director of Fixed Radio Communications
Division of Radio Department of
Telecommunications Bureau of Ministry of
Posts and Telecommunications
Apr. 2000
Manager of Fire Prevention Division of Fireand Disaster Management Agency of Ministryof Home Affairs
May 2001
Counselor of Cabinet Secretariat of Cabinet
Office (Counselor of Counselor Office of Prime
Minister’s Office)Aug. 2003
Counselor of Minister’s Secretariat of Ministryof Internal Affairs and Communications (incharge of General Affairs Division)
Jan. 2004
Director of Local Allocation Tax Division of
Local Public Finance BureauJan. 2005
Counselor of Minister’s Secretariat (in charge
Morio Sakamotoof Secretarial Division)(January 20, 1955)
Jan. 2006
Director of Administration Department of Local
Administration Bureau
2,000 shares
Reelection
Apr. 2007
Deputy Secretary General of Secretariat of the
Independent
Council for Decentralization Reform of Cabinet
Outside Director
OfficeJuly 2008
Deputy Director General for Society, Healthand Welfare for Persons with Disabilities, andHealth and Welfare for the Elderly of Ministryof Health, Labour and Welfare
July 2009
Deputy Governor of Chiba Prefecture
July 2013
President of the Local Autonomy College of
Ministry of Internal Affairs andCommunications
July 2014
Commissioner of the Fire and Disaster
Management Agency
June 2018
Director of Japan Municipal Development
Corporation (current position)
June 2021
Outside Director of the Company (current
position)
Significant concurrent positions outside the Company
Director of Japan Municipal Development Corporation[Reasons for nomination as candidate for Outside Director and expected role]
He has a wealth of experience in relation to natural disaster response measures and knowledge as a weather forecaster,
having served as Commissioner of the Fire and Disaster Management Agency and Deputy Governor of Chiba
Prefecture. The Company expects that he will provide valuable opinions and advice on risk management and other areasand proposes him for reelection as an Outside Director. He has never been directly involved in the management of acompany. However, the Company judges he will appropriately fulfill his duties as an Outside Director based on theabove reasons.
Name(Date of birth)-9-

CandidateNo.

8Notes:

1.
2.

3.
4.
5.

6.

7.

8.

Number of the
Career summary, and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
Apr. 1989
Joined East Japan Railway Company
Apr. 2003
Manager of Finance Department
June 2008
General Manager of Administration Department
of Yokohama Branch Office
June 2010
President of NRE Daimasu Corporation(currently JR East Cross Station Co., Ltd.) with
Life-Style Business Development Headquarters
June 2012
General Manager of Life-Style Business
Haruko Shudo
Development Headquarters(December 20, 1965)
June 2014
General Manager of Finance Department
0 shares
New election
June 2016
Executive Officer and General Manager ofIndependent
Finance Department
Outside Director
June 2018
Senior Managing Director of Nippon
Restaurant Enterprise, Co., Ltd. (currently JR
East Cross Station Co., Ltd.)
Apr. 2021
Senior Managing Director of JR EastManagement Service Co., Ltd.
June 2022
President (current position)
Significant concurrent positions outside the Company
President of JR East Management Service Co., Ltd.
[Reasons for nomination as candidate for Outside Director and expected role]
She has a high level of knowledge concerning finance, accounting, and corporate management having served as
Executive Officer and General Manager of Finance Department of a major railroad company and as President of agroup company of this railroad company. The Company expects that she will provide valuable opinions and advice on
finance, accounting, overall corporate management and other areas, and proposes her for election as an Outside
Director.
Haruko Shudo is a new candidate for Director.
Masahiro Ifuku is the former Representative Director and Chairperson of Meiji Yasuda General Insurance Co., Ltd. andcurrently serves as Representative Director and Chairperson of Meiji Yasuda Payment Collection Business Services Co.,
Ltd., but there is no special interest between the Company and the said companies. Furthermore, he is a former Directorof Meiji Yasuda Life Insurance Company, with which the Company has transactions including borrowings, but therelationship does not affect his independence as an Outside Director.
There is no special interest between any other candidates and the Company.
Masahiro Ifuku, Hirozumi Sone, Morio Sakamoto, and Haruko Shudo are candidates for Outside Directors.
Masahiro Ifuku, Hirozumi Sone and Morio Sakamoto are all currently Outside Directors of the Company, and the tenureof each Outside Director at the conclusion of this meeting shall be five (5) years for Masahiro Ifuku and two (2) years
each for Hirozumi Sone and Morio Sakamoto.
The Company has entered into agreements with each of Masahiro Ifuku, Hirozumi Sone and Morio Sakamoto that limit
the maximum liability for damages under Article 423, paragraph (1) of the Companies Act pursuant to the provisions ofArticle 427, paragraph (1) of the Companies Act. Under these agreements, the maximum liability for damages is the lowest
amount of liability stipulated by Article 425, paragraph (1) of the Companies Act. If the reelection of each candidate isapproved, the Company plans to renew such agreements. If the appointment of Haruko Shudo is approved, the Company
plans to enter into a similar agreement with her.
The Company has entered into a directors and officers liability insurance policy with an insurance company in accordancewith Article 430-3, paragraph (1) of the Companies Act. The scope of insured persons under such insurance policy is the
Directors and Corporate Auditors of the Company as stipulated under the Companies Act as well as executive officers
under the executive officer system adopted by the Company. Insured persons do not pay insurance premiums. Such
insurance policy covers the damages that arise when insured persons such as executive officers are subject to claims fordamages by shareholders or third parties from acts in the course of their duties or caused by nonfeasance during the termof the policy. Apart from this, the policy also covers expenses that are required by an insured person such as an executive
officer to respond in the event that a situation arises that could result in a claim for damages. However, to ensure there is
no loss of appropriateness in the execution of the insured persons’ duties, there are certain coverage exclusions such as
the ineligibility for cover of damages that arise from acts that violate public order and morals. If each candidate is elected
and assumes office as a Director, they will become insured persons under such insurance policy.
In addition, when such insurance policy is renewed, the Company plans to renew the policy with the same terms.
The Company has submitted notice that Masahiro Ifuku, Hirozumi Sone and Morio Sakamoto, who are all candidates for
Outside Director, are Independent Directors in accordance with the provisions of the Tokyo Stock Exchange, Inc. In
Name(Date of birth)- 10 -

addition, Haruko Shudo satisfies the requirements for Independent Directors as stipulated by Tokyo Stock Exchange, Inc.
and the Company plans to designate and notify her as an Independent Director.
9. Number of the Company’s shares owned by each candidate describes the number of shares as of March 31, 2023. In
addition, this does not include stocks owned by the Yasuda Logistics Officers Stock Ownership Plan.
10. Hirozumi Sone is expected to be elected as an Outside Director of Mizuho Leasing Company, Limited at its 54th Ordinary
General Meeting of Shareholders to be held on June 27, 2023.

- 11 -

Reference <Skills matrix of candidates for Directors>
The skills of Directors considered necessary, as highlighted in the Company’s management strategy, are definedas skills relating to (i) Corporate management, (ii) Global, (iii) Logistics and real estate, (iv) IT Technology and DX,(v) Legal, compliance and risk management, (vi) Personnel and human resources development and (vii) Finance andaccounting.
Candidates for Directors with the skills required by the Company have been appropriately elected and detailed
in list provided below.
SkillsName

Position after
Proposal No. 2 isapproved(scheduled)

GenderCorporate
management

Global〇〇President & CEO
Male
Director &Kazunari Ogawa Managing
Male
Executive Officer
Director &〇Hiroyuki Muto
Managing
Male
Executive Officer
Director &Tadashi Matsui
Managing
Male
Executive Officer〇
Masahiro Ifuku
Outside Director
Male〇〇Hirozumi Sone
Outside Director
Male
Morio Sakamoto Outside Director
Male〇
Haruko Shudo
Outside Director
Female(Note) This table does not indicate all the knowledge of each Director.

Logistics
and real
estatePersonnel
Legal,and humanIT
Finance andcomplianceresources
Technology
accounting
and riskdevelopand DX
management
ment

Nobuyuki Fujii- 12 -

〇

〇

〇

〇

〇

〇

〇

〇
〇
〇
〇

〇

〇

〇

〇
〇

〇

〇

〇

〇

Proposal No. 3:

Election of Four (4) Corporate Auditors

The terms of office of all four (4) Corporate Auditors will expire at the conclusion of this meeting. Accordingly,
the Company proposes the election of four (4) Corporate Auditors.
The consent of the Board of Corporate Auditors has been obtained for this proposal.
The candidates for Corporate Auditor are as follows:
Name(Date of birth)

Career summary and position in the Company(Significant concurrent positions outside the Company)
Apr. 1985
July 2007
June 2011

1

2

Number of theCompany’s shares
ownedJoined the Company
General Manager of Accounting Department
General Manager of International Forwarding
CenterJune 2012
Director
Teruo Sagiya(October 10, 1961)
June 2017Managing Director
19,700 shares
Apr. 2019
Managing Director and General Manager ofReelection
Medical Logistics Unit
June 2020
Director & Managing Executive Officer andGeneral Manager of Medical Logistics Unit
Apr. 2022
Director
June 2022
Full-time Corporate Auditor (current position)[Reasons for nomination as candidate for Corporate Auditor]
He has a wealth of experience and track record concerning the Company in general, having served as General Manager
of Accounting Department, General Manager of Logistics Center and Executive Officer in charge of Marketing andSales Department, etc. The Company expects that he will strengthen the supervisory function through audits from aperspective that utilizes such experience and proposes him for reelection as a Corporate Auditor.
Apr. 1980
Joined the Company
June 2011
General Manager of Accounting Department
Kazuo Fujiwara
July 2017
General Manager of General Affairs and(May 11, 1961)
11,100 shares
Human Resources Department
June 2020
Executive Officer and General Manager ofReelection
Human Resources Department
June 2021
Full-time Corporate Auditor (current position)[Reasons for nomination as candidate for Corporate Auditor]
He has a wealth of experience and track record mainly in finance and accounting, having served as General Manager of
Accounting Department, Executive Officer and General Manager of Human Resources Department. The Company
expects that he will strengthen the supervisory function through audits from a perspective that utilizes such experienceand proposes him for reelection as a Corporate Auditor.

- 13 -

Name(Date of birth)

Career summary and position in the Company(Significant concurrent positions outside the Company)
Apr. 1980
Apr. 2008

3

Number of theCompany’s shares
ownedJoined The Fuji Bank, Limited
Executive Officer of Mizuho Corporate Bank,
Ltd.
Apr. 2010
Managing Executive Officer
Mar. 2012Managing Director of Tokyo Tatemono Co.,
Ltd.
Mar. 2013
Administrative Officer of Mizuho Corporate
Bank, Ltd.
June 2013
Director and Managing Executive Officer of
Sharp Corporation
Satoshi Fujimoto
June 2015
Outside Corporate Auditor of Fuyo Auto Lease(July 28, 1957)
Co., Ltd. (current position)
7,200 shares
Reelection
Aug. 2015
Outside Director of First-corporation Inc.
Independent(current position)
Outside Corporate Auditor
June 2017
Outside Corporate Auditor of the Company(current position)
June 2017
Outside Corporate Auditor of Nakamuraya Co.,Ltd.
June 2022
Outside Director of Nakamuraya Co., Ltd.
(current position)
Significant concurrent positions outside the Company
Outside Corporate Auditor of Fuyo Auto Lease Co., Ltd.
Outside Director of First-corporation Inc.
Outside Director of Nakamuraya Co., Ltd.
[Reasons for nomination as candidate for Outside Corporate Auditor]
He has a high level of knowledge concerning finance, accounting and corporate management having served as
Managing Executive Officer of a major financial institution. The Company expects that he will reflect this knowledge
in the Company’s auditing operations and proposes him for reelection as an Outside Corporate Auditor.

- 14 -

Name(Date of birth)

Career summary and position in the Company(Significant concurrent positions outside the Company)
Apr. 1988

4

Notes:

1.

2.
3.
4.

5.

6.

7.
8.

Number of theCompany’s shares
ownedJoined Yasuda Fire & Marine Insurance Co.,Ltd.
Apr. 2013
General Manager of Automobile Business
Department, Sompo Japan Insurance Inc.
Apr. 2016
General Manager of Claims Service Planning
Department, Sompo Japan Nipponkoa
Insurance Inc.
Takefumi Umemoto
Apr. 2017
President of Saison Automobile & Fire
(February 4, 1965)
Insurance Co., Ltd.
2,000 shares
Apr. 2020
Managing Executive Officer, General Manager
Reelectionof Hokkaido Division and General Manager ofIndependent
Tohoku Division of Sompo Japan Insurance
Outside Corporate Auditor
Inc.
June 2021
Outside Corporate Auditor of the Company(current position)
June 2021
Managing Director of SOMPO Fine Art
Foundation (current position)
Significant concurrent positions outside the Company
Managing Director of SOMPO Fine Art Foundation[Reasons for nomination as candidate for Outside Corporate Auditor]
He has a high level of knowledge concerning corporate management, finance and accounting, and risk management
having served as Managing Executive Officer of a major non-life insurance company. The Company expects that hewill reflect this knowledge in the Company’s auditing operations and proposes him for reelection as an Outside
Corporate Auditor.
The candidate, Takefumi Umemoto, is a former Managing Executive Officer, General Manager of Hokkaido Division andGeneral Manager of Tohoku Division of Sompo Japan Insurance Inc., with which the Company has transactions including
borrowings, but the relationship does not affect his independence as an Outside Director.
There is no special interest between any other candidates and the Company.
Satoshi Fujimoto and Takefumi Umemoto are candidates for Outside Corporate Auditor.
Satoshi Fujimoto and Takefumi Umemoto are both currently Outside Corporate Auditors of the Company, and the tenureof each Outside Corporate Auditors at the conclusion of this meeting shall be six (6) years for Satoshi Fujimoto and two(2) years for Takefumi Umemoto.
The Company has entered into agreements with each of Satoshi Fujimoto and Takefumi Umemoto that limit the maximum
liability for damages under Article 423, paragraph (1) of the Companies Act pursuant to the provisions of Article 427,
paragraph (1) of the Companies Act. Under these agreements, the maximum liability for damages is the lowest amount ofliability stipulated by Article 425, paragraph (1) of the Companies Act. If the reelection of each candidate is approved, theCompany plans to renew such agreements.
The Company has entered into a directors and officers liability insurance policy with an insurance company in accordancewith Article 430-3, paragraph (1) of the Companies Act. The scope of insured persons under such insurance policy is the
Directors and Corporate Auditors of the Company as stipulated under the Companies Act as well as executive officers
under the executive officer system adopted by the Company. Insured persons do not pay insurance premiums. Such
insurance policy covers the damages that arise when insured persons such as executive officers are subject to claims fordamages by shareholders or third parties from acts in the course of their duties or caused by nonfeasance during the termof the policy. Apart from this, the policy also covers expenses that are required by an insured person such as an executive
officer to respond in the event that a situation arises that could result in a claim for damages. However, to ensure there is
no loss of appropriateness in the execution of the insured persons’ duties, there are certain coverage exclusions such as
the ineligibility for cover of damages that arise from acts that violate public order and morals. If the candidate is elected
and assumes office as a Corporate Auditor, they will become insured persons under such insurance policy.
In addition, when such insurance policy is renewed, the Company plans to renew the policy with the same terms.
The Company has submitted notice that Satoshi Fujimoto and Takefumi Umemoto, who are both candidates for Outside
Corporate Auditor, are Independent Directors in accordance with the provisions of the Tokyo Stock Exchange, Inc.
Number of the Company’s shares owned by each candidate describes the number of shares as of March 31, 2023. In
addition, this does not include stocks owned by the Yasuda Logistics Officers Stock Ownership Plan.

- 15 -

Proposal No. 4:

Election of One (1) Substitute Corporate Auditor

The Company also requests approval for the election of one (1) substitute Outside Corporate Auditor to be readyto fill a vacant position should the number of Corporate Auditors fall below the number required by laws andregulations.
The consent of the Board of Corporate Auditors has been obtained for this proposal.
The candidate for substitute Corporate Auditor is as follows:
Name(Date of birth)

Career summary(Position in the Company, and significant concurrent positions outside theCompany)
Apr. 1993
Apr. 2012
Aug. 2014
July 2018
Apr. 2020

Number of theCompany’s shares
ownedJoined Chuo Warehouse Co., Ltd.
Manager of General Affairs Department
Manager of Accounting Department
General Manager of Administration Department
Executive Officer and General Manager of General Affairs
Koji Yoshida
0 shares
Department(May 20, 1970)
Apr. 2023
Senior Executive Officer and Deputy General Manager ofPlanning and Administration Headquarters (current position)
Significant concurrent positions outside the Company
Senior Executive Officer and Deputy General Manager of Planning and
Administration Headquarters of Chuo Warehouse Co., Ltd.
[Reasons for nomination as candidate for substitute Corporate Auditor]
He has extensive experience and deep insight in the administrative sector as Senior Executive Officer and Deputy General Manager
of Planning and Administration Headquarters of Chuo Warehouse Co., Ltd. The Company expects that he will reflect this knowledge
in the Company’s auditing operations and proposes him for election as a substitute Corporate Auditor.
Notes: 1. There is no special interest between Koji Yoshida and the Company.
2. Koji Yoshida is a candidate for substitute Outside Corporate Auditor.
3. If Koji Yoshida is elected Corporate Auditor, the Company plans to enter into an agreement with him that limits the
maximum liability for damages under Article 423, paragraph (1) of the Companies Act pursuant to the provisions ofArticle 427, paragraph (1) of the Companies Act. Under such agreement, the maximum liability for damages is the lowest
amount of liability stipulated by Article 425, paragraph (1) of the Companies Act.
4. The Company has entered into a directors and officers liability insurance policy with an insurance company in accordancewith Article 430-3, paragraph (1) of the Companies Act. The scope of insured persons under such insurance policy is the
Directors and Corporate Auditors of the Company as stipulated under the Companies Act as well as executive officers
under the executive officer system adopted by the Company. Insured persons do not pay insurance premiums. Such
insurance policy covers the damages that arise when insured persons such as executive officers are subject to claims fordamages by shareholders or third parties from acts in the course of their duties or caused by nonfeasance during the termof the policy. Apart from this, the policy also covers expenses that are required by an insured person such as an executive
officer to respond in the event that a situation arises that could result in a claim for damages. However, to ensure there is
no loss of appropriateness in the execution of the insured persons’ duties, there are certain coverage exclusions such as
the ineligibility for cover of damages that arise from acts that violate public order and morals. If the candidate assumes
office as a Corporate Auditor, he will become an insured person under such insurance policy.
5. Koji Yoshida is expected to be elected as Director, Senior Executive Officer and Deputy General Manager of Planningand Administration Headquarters of Chuo Warehouse Co., Ltd. at its 143rd Annual General Meeting of Shareholders tobe held on June 23, 2023.

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Proposal No. 5:

Continuation of the Measures to Respond to Large-Scale Purchases of the Company’s Shares(Takeover Defense Measures)

At the Board of Directors meeting held on April 25, 2008, the Company established the Basic Policy on Persons
Who Control Decisions on Financial and Business Policies of the Company (hereinafter the “Basic Policy”) and,based on the approval of shareholders at the 140th Annual General Meeting of Shareholders of the Company held on
June 26, 2008, introduced the measures to respond to large-scale purchases of the Company’s shares (takeover
defense measures) as measures to prevent decisions on financial and business policies of the Company from being
controlled by inappropriate parties in the context of the Basic Policy. Subsequently, based on the approval ofshareholders at the 152nd Annual General Meeting of Shareholders of the Company held on June 26, 2020 and otheroccasions, the Company continued these measures after partially revising them by clarifying the procedures andrearranging the wording, among others (the revised measures are hereinafter referred to as the “Current Measures”).
The effective period of the Current Measures will expire at the conclusion of the 155th Annual General Meeting of
Shareholders of the Company to be held on June 28, 2023 (hereinafter “this Annual General Meeting of
Shareholders”).
Prior to the expiration of the effective period of the Current Measures, the Company resolved at the Board of
Directors meeting held on May 8, 2023, to partially revise and continue the contents of the Current Measures(hereinafter the “Continuation”), subject to approval by shareholders at this Annual General Meeting of Shareholders.
Therefore, we would like to ask shareholders to approve the Continuation.
In line with the Continuation, from the perspective of protecting and enhancing the common interest ofshareholders, the Company shall confirm the will of shareholders at a General Meeting of Shareholders when it isdeemed appropriate to directly confirm the intention of shareholders regarding the appropriateness of exercisingcountermeasures, as described below, in addition to formal wording revisions and rearrangement of the wording,among others.

In cases where the Independent Committee recommends that the General Meeting of Shareholders be
consulted on whether or not to exercise countermeasures, and the Board of Directors of the Company
determines that it is appropriate to directly confirm the intention of shareholders, the Board of Directorsof the Company shall pass a resolution to convene a General Meeting of Shareholders and confirm theintention of shareholders on whether or not to exercise the countermeasures.
1. Basic policy on persons who control decisions on financial and business policies of the Company (the “Basic
Policy”)
The Company believes that the persons who control decisions on financial and business policies of theCompany must fully understand the details of the Company’s finances and business and the sources of theCompany’s corporate value, and must be able to protect and enhance the corporate value of the Company andeventually the common interest of shareholders on a continuous and sustainable basis.
In the Japanese capital market, there is a trend toward unilateral large-scale purchases of shares, etc. without
the approval of the target company’s board of directors. However, the Company does not unconditionally denysuch large-scale purchases of shares, etc., as long as the purchasers fully understand the details of the Company’s
finances and business and the sources of the Company’s corporate value, and such purchases contribute to thecorporate value and eventually the common interest of shareholders. In addition, the Company believes that the
judgment on a large-scale purchase or other takeover proposal accompanying a transfer of control of a stockcompany should ultimately be made based on the intention of all the shareholders. However, there are a numberof large-scale purchases of shares, etc. that do not contribute to the corporate value of the target company or thecommon interest of shareholders, such as those that would cause obvious harm to corporate value and eventually
the common interest of shareholders, in terms of the purpose, etc. of the purchase, those that may effectively
force shareholders to sell their shares, those that do not provide sufficient time or information for the target
company’s board of directors or shareholders to fully consider the details or terms and conditions of the largescale purchase, etc. or for the target company’s board of directors to propose an alternative proposal, or thosethat require the target company to negotiate with the purchaser in order to extract more favorable terms from thepurchaser.
In particular, the logistics and real estate businesses, which form the core of the Company’s business, arethose in the public sector. Based on their social mission, the Company is required to make planned capital- 17 -

investments in such businesses from a medium- to long-term perspective. Furthermore, the businesses arecharacterized by the fact that they require a considerable period of time to recover invested capital. Based on theexperience and track record in the logistics business based on warehousing, which has long served as theinfrastructure of the economy, and the experience and track record in urban development in the real estatebusiness based on relationships of trust with local communities, in order to protect and enhance the corporate
value of the Company, the following factors are essential: (i) the know-how necessary to make planned capital
investments from a medium- to long-term perspective fully taking into account the public nature of the logistics
and real estate businesses, and in accordance with the social mission of these businesses, (ii) the trust of local
communities which has been built up through years of experience and a track record, and (iii) the presence of
employees who fully understand the characteristics of the Group’s business and are well versed in the logistics
and real estate businesses.
Unless a person who conducts a large-scale purchase of the Company’s shares (hereinafter the “Purchaser”)
understands not only the details of the Company’s finances and business, but also the sources of the Company’s
corporate value, and is able to protect and enhance them over the medium to long term, the corporate value of
the Company and eventually the common interest of shareholders will be damaged. In addition, in order for
shareholders to make the best choice when receiving a proposal for a large-scale purchase, etc. from a Purchaser
who is an outsider, it is necessary to appropriately understand the tangible and intangible elements that constitutethe corporate value of the Company, as well as to understand the attributes of the Purchaser, the purpose of thelarge-scale purchase, etc., the Purchaser’s intention regarding the Company’s business and management, thePurchaser’s policies toward employees and other stakeholders, and other information regarding the Purchaser,
and then to judge the impact of the large-scale purchase, etc. on the corporate value of the Company and thecommon interest of shareholders. In the event that a large-scale purchase, etc. is enforced without suchinformation being disclosed, there is a possibility that the corporate value of the Company or the common interestof shareholders may be damaged.
The Company believes that persons who conduct such a large-scale purchase, etc. that does not contributeto the corporate value of the Company or the common interest of shareholders are inappropriate as persons who
control decisions on financial and business policies of the Company, and that it is necessary to protect thecorporate value of the Company and eventually the common interest of shareholders by exercising necessary andappropriate countermeasures against such a large-scale purchase, etc. by such persons.
2. Sources of the Company’s corporate value and special measures to help the achievement of the Basic Policy(1) Sources of the Company’s corporate value
The Company selected the terms “Trust, Creation, and Challenge” as the core of its corporate philosophy
and foundation for growth, and defines its management philosophy as “Meeting the expectations of customers,
shareholders, employees, and local communities to realize prosperity and dreams through sound corporate
activities.” With these as the keys for corporate activities, the Company has developed its logistics and real estatebusinesses and has worked to strengthen its management base and to stabilize and enhance its businessperformance over the long term.
The sources of the Company’s corporate value are its experience and track record in the logistics businessbased on warehousing, which has long served as the infrastructure of the economy, and its experience and trackrecord in urban development in the real estate business based on relationships of trust with local communities,
fully taking into account the public nature of the logistics and real estate businesses. Specifically, they are (i) the
know-how necessary to make planned capital investments from a medium- to long-term perspective fully taking
into account the public nature of the logistics and real estate businesses, and in accordance with the social missionof these businesses, (ii) the trust of local communities which has been built up through years of experience andtrack record, and (iii) the presence of employees who fully understand the characteristics of the Group’s businessand are well versed in the logistics and real estate businesses.
The Company believes that continuing and developing these sources of the Company’s corporate value inthe future will lead to protecting and enhancing the corporate value and eventually the common interest ofshareholders.

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(2) Measures to enhance corporate value
As described in 1. above, the Company has been working to strengthen its management base and to stabilize
and enhance its business performance over the long term, focusing on the logistics business based on
warehousing and the real estate business centered on real estate leasing in Tokyo and Yokohama.
In addition, we formulated a Middle-term Management Plan “Change without changing. YASDA Next
Challenge 2024,” for the three-year period from the fiscal 2022 to the fiscal 2024 in February 2022, as a plan torealize its “Long-term Vision for 2030” that designs what we should be in 2030.
Specifically, under the slogan “Change without changing. YASDA Next Challenge 2024,” and with “We will
respond to the diversifying needs of society and our customers with ‘YASDA Value,’ a fusion of cutting-edge
technology and human resources” as our Basic Policy, our basic strategies are to “strengthen our solutions andexpand our network to provide high value-added services,” “expand our business through the maintenance andmanagement of our real estate holdings and value enhancement measures,” and “upgrade our management
infrastructure to refine ‘YASDA Value.’” The Company will implement various measures based on the “Change
without changing. YASDA Next Challenge 2024” to protect and enhance the corporate value of the Company
and eventually the common interest of shareholders.
(3) Initiatives to strengthen corporate governance
Based on our management philosophy, we recognize that the establishment of corporate governance is oneof the most important management issues in order to fulfill our social responsibilities as a company, and we are
implementing measures to strengthen and enhance corporate governance. As part of these initiatives, we haveestablished the Nominations and Remuneration Advisory Committee as an advisory body to the Board of
Directors, consisting of a majority of independent Outside Directors, to strengthen independence, objectivity,
and accountability in relation to director nominations and compensation. In June 2020, the Company introduced
an executive officer system and revised the composition of the Board of Directors to increase the ratio ofindependent Outside Directors and clarify the distinction between the supervisory function and the businessexecution function, thereby strengthening both the management function and the business execution function to
improve management efficiency and speed up decision-making. In 2020, we also introduced a stockcompensation system to share with shareholders not only the benefits of share price rises but also the risks ofshare price declines, thereby raising their awareness of the need to contribute to medium and long-term
performance improvement and corporate value enhancement. Since June 2021, the Company has appointed one
third or more of the independent Outside Directors (as of today, three independent Outside Directors out of seven
Directors), and plans to submit a proposal to appoint half of the independent Outside Directors (four independent
Outside Directors out of eight Directors) at this Annual General Meeting of Shareholders, and will continue towork to strengthen the functions of the Board of Directors to properly fulfill its responsibilities and further
improve corporate governance.
3. Measures to prevent the Company from being controlled by inappropriate parties in the context of the Basic
PolicyBased on the approval of shareholders at the 140th Annual General Meeting of Shareholders held on June
26, 2008, the Company introduced the measures to respond to large-scale purchases of the Company’s shares(takeover defense measures) as measures to prevent decisions on financial and business policies of the Company
from being controlled by inappropriate parties in the context of the Basic Policy. Subsequently, based on theapproval of shareholders at the 152nd Annual General Meeting of Shareholders of the Company held on June
26, 2020 and other occasions, the Company continued these measures. The effective period of the Current
Measures will expire at the conclusion of the 155th Annual General Meeting of Shareholders to be held on June
28, 2023. Upon the expiration of the effective period of the Current Measures, the Company plans to propose thecontinuation of the Current Measures to this Annual General Meeting of Shareholders with the following contents(hereinafter “this Plan”).
(1) Purpose of introduction of this Plan
For the purpose of protecting and enhancing the corporate value of the Company and the common interestof shareholders, the Board of Directors of the Company resolves to introduce specific countermeasures based on
the provisions described in (2) and below. By making the contents of this Plan known through timely disclosure
at Tokyo Stock Exchange, Inc. and in the Company’s business report and other statutory disclosure documents,- 19 -

as well as by posting this Plan on the Company’s website, etc., the Company shall warn in advance that there areprocedures to be complied with by persons who conduct a large-scale purchase, etc. of the Company’s sharesand that the Company may implement the allotment of the share acquisition rights without contribution to which
is attached an exercise condition that the Purchaser, etc. may not exercise the rights and an acquisition provisionthat the Company may acquire the share acquisition rights in exchange for delivery of the Company’s sharesfrom persons other than the Purchaser, etc., and other countermeasures deemed appropriate by the Board of
Directors of the Company (hereinafter the “Allotment of the Share Acquisition Rights Without Contribution,
Etc.”). The above are the measures to respond to large-scale purchases of the Company’s shares (takeover
defense measures).
(2) This Plan(a) Outline of this Plan
The Company shall require a person who conducts or proposes a purchase, etc. (hereinafter a “LargeScale Purchase”) as described in (b) below (hereinafter a “Large-Scale Purchaser”) to conduct a purchase,
etc. of the Company’s shares in accordance with the procedures described in (c) and below (hereinafter the“Large-Scale Purchase Rules”) in order to receive information regarding such purchase, etc. and to ensure
the Board of Directors of the Company and the Independent Committee described in (d) below necessary
time for consideration of the information provided.
As a result of such consideration, if either of the conditions described in (i) of (e) below applies, theCompany may implement the allotment of the share acquisition rights, the exercise conditions of which
include that the exercise of the share acquisition rights by such purchaser, etc. is not permitted (hereinafter
the “Share Acquisition Rights”), to shareholders other than the Company at that time by the method of theallotment of the share acquisition rights without contribution and take any other measures deemed
appropriate by the Board of Directors of the Company.
(b) Purchase, etc. subject to this Plan
This Plan shall be applicable in the event of a purchase of the Company’s shares, etc. falling under (i)or (ii) below or similar acts.
(i) A purchase as a result of which the ownership ratio of shares, etc.1 of the holder2 would become
20% or more with regard to the shares, etc. issued by the Company3.
(ii) A tender offer as a result of which the aggregate sum of the ownership ratio of shares, etc. 4
pertaining to the tender offer 5 and the ownership ratio of shares, etc. of their specially relatedparties6 would become 20% or more with regard to the shares, etc. issued by the Company7.
(c) Large-Scale Purchase Rules(i) Submission of a letter of intent
First, the Large-Scale Purchaser shall submit to the Board of Directors of the Company a letter ofintent in Japanese that includes a pledge to comply with the procedures stipulated in the Large-Scale
Purchase Rules.

1This term is as defined in Article 27-23, paragraph (4) of the Financial Instruments and Exchange Act. The same shall apply

hereinafter.
2This term means holders as defined in Article 27-23, paragraph (1) of the Financial Instruments and Exchange Act and includes

parties who are included in the category of holders pursuant to the provisions of paragraph (3) of that Article.
3This term is as defined in Article 27-23, paragraph (1) of the Financial Instruments and Exchange Act. The same shall apply

hereinafter unless otherwise prescribed.
4This term is as defined in Article 27-2, paragraph (8) of the Financial Instruments and Exchange Act. The same shall apply

hereinafter.
5This term is as defined in Article 27-2, paragraph (6) of the Financial Instruments and Exchange Act. The same shall apply

hereinafter.
6This term means specially related parties as defined in Article 27-2, paragraph (7) of the Financial Instruments and Exchange Act(including any party who is deemed to fall under the above by the Board of Directors of the Company.) However, the parties set forthin item (i) of that paragraph shall exclude those who are prescribed in Article 3, paragraph (2) of the Cabinet Office Order on
Disclosure Required for Tender Offer for Share Certificates by Persons Other Than Issuers. The same shall apply hereinafter.
7This term is as defined in Article 27-2, paragraph (1) of the Financial Instruments and Exchange Act. The same shall apply
hereinafter in (ii).

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The letter of intent shall clearly state the name, address, law governing the incorporation, name ofrepresentative, contact address in Japan, and outline of the Large-Scale Purchase, and othernecessary information of the Large-Scale Purchaser.
(ii) Provision of information
Next, the Large-Scale Purchaser shall provide the Board of Directors of the Company with
sufficient information for the shareholders to make a judgment and for the Board of Directors of theCompany to form its opinion (hereinafter the “Large-Scale Purchase Information”) in a form
designated by the Company by a deadline deemed appropriate by the Board of Directors of theCompany, as described below.
1) Method of provision of information
Within ten business days after receipt of the letter of intent, the Board of Directors of the Company
shall deliver to the Large-Scale Purchaser a list of the Large-Scale Purchase Information that should
be initially provided by the Large-Scale Purchaser. The Large-Scale Purchaser shall provide theLarge-Scale Purchase Information in accordance with such list to the Board of Directors of theCompany within the deadline designated by the Board of Directors of the Company.
If the information initially provided by the Large-Scale Purchaser is considered insufficient, theBoard of Directors of the Company may request the Large-Scale Purchaser to provide additional
Large-Scale Purchase Information by specifying a reply deadline as appropriate within 60 days fromthe day following the date of receipt of the initial information provision in writing. In such case, theLarge-Scale Purchaser shall provide additional Large-Scale Purchase Information by the reply
deadline.
The Board of Directors of the Company shall promptly disclose the fact that the Large-Scale
Purchase has been proposed and the Large-Scale Purchase Information has been provided. In
addition, if deemed necessary for the Company’s shareholders’ making a reasonable judgment, theBoard of Directors of the Company shall disclose all or part of the Large-Scale Purchase Information
provided to the Board of Directors of the Company at a time it deems appropriate.
2) Contents of information to be provided
The information to be provided by the Large-Scale Purchaser will vary depending on the attributesof the Large-Scale Purchaser and the details of the Large-Scale Purchase, but the main items shallbe as follows:(A) Details of the Large-Scale Purchaser Group
Name, capital structure, names of major investors (including partners and other constituent
members), their career, history, business description, and description of financial conditions of
the Large-Scale Purchaser and its group (including joint holders, specially related parties, andother constituent members, and if more than one person or more than one company is involved,
all of them; hereinafter the “Large-Scale Purchaser Group”), and if they have been or actually
are involved in the same type of company or business management as the Company’s business,
their manner of involvement, financial results, segment information, etc.
(B) Purpose, method and details of the Large-Scale PurchasePurpose of the Large-Scale Purchase, timing of the purchase, transaction structure of thepurchase, price and type of purchase consideration, structure of related transactions, legality ofthe purchase method, feasibility of the purchase, etc.
(C) Method of funding the implementation of the Large-Scale PurchaseTotal amount of funds required for the Large-Scale Purchase, the method and conditions offunding (name of the funder, details of related transactions), etc.
(D) Basis of calculation of the purchase price
Method of calculation, assumptions and facts of the calculation, numerical information usedin the calculation, etc.
(E) Management policy and business plan after the completion of the Large-Scale Purchase
Management policies, business plans (including the possibility of a change in business type orbusiness category), financial plans, capital policies, dividend policies, and asset utilization- 21 -

policies for the Company and the Group after the completion of the Large-Scale Purchase, thepossibility of and risks associated with the realization of these plans, etc.
(F) Policy on the treatment of stakeholders
Policy on the treatment of the Company’s employees, business partners, customers, local
communities, and other stakeholders of the Company after the completion of the Large-Scale
Purchase(G) Any other information that the Board of Directors of the Company or the Independent
Committee described in (d) below reasonably considers necessary(iii) Evaluation, etc. by the Board of Directors and the Independent Committee
After the provision of the Large-Scale Purchase Information requested by the Board of Directorsof the Company is completed (or if additional Large-Scale Purchase Information is provided, after
the provision of the additional Large-Scale Purchase Information is completed), the Board of
Directors of the Company shall be granted the following period as a period for evaluation,
consideration, negotiation, opinion formation, development of an alternative proposal, etc. by the
Board of Directors (hereinafter the “Evaluation Period”), depending on the difficulty of evaluation,etc. of the Large-Scale Purchase, and the Large-Scale Purchase may not be commenced until the
Evaluation Period expires.
(A) In the case of purchase of all shares of the Company through a tender offer in which theconsideration consists only of cash (in Japanese yen)
60 days from the completion of the provision of the Large-Scale Purchase Information (thefirst day not included)(B) In the case of other Large-Scale Purchases
90 days from the completion of the provision of the Large-Scale Purchase Information (thefirst day not included)
However, if, by the expiration of the Evaluation Period, the Independent Committee describedin (d) below is unable to evaluate, consider or form an opinion on the Large-Scale Purchase
Information, develop an alternative proposal, or recommend the exercise of countermeasures,and recommends the extension of the Evaluation Period within reasonable limits (the maximum
extension period shall be 30 days), the Board of Directors of the Company shall extend the
Evaluation Period, disclosing the reasons for extending the Evaluation Period, the period ofextension, and necessary information.
(d) The Independent Committee
The Company has established the Independent Committee to ensure the proper operation of this Plan
and to prevent any arbitrary decision by the Board of Directors of the Company. Please refer to Appendix 2“Outline of the Independent Committee Regulations” for an outline of the regulations pertaining to the
Independent Committee.
The Board of Directors of the Company shall convene the Independent Committee when a letter of intent
is submitted by the Large-Scale Purchaser or when the fact or attempt of the Large-Scale Purchase becomes
clear, and shall seek advice from the Independent Committee on whether countermeasures should be
exercised or other matters after disclosing the Large-Scale Purchase Information and related information, thestatus of compliance with the Large-Scale Purchase Rules by the Large-Scale Purchaser, and other necessary
information.
The Independent Committee shall make recommendations to the Board of Directors of the Company as
to whether countermeasures should be exercised, whether or not to confirm the intention of shareholders,and other matters based on the Large-Scale Purchase Information and related information, etc. provided by
the Large-Scale Purchaser. The Board of Directors of the Company shall, after respecting therecommendations of the Independent Committee to the maximum extent, pass a resolution approving theexercise or non-exercise of countermeasures, whether or not to confirm the intention of shareholders, andother matters, and disclose the details.

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(e) Conditions for the exercise of countermeasures and the details thereof, etc.
(i) Conditions for the exercise
1) In the case where the Large-Scale Purchaser does not comply with the Large-Scale Purchase
Rules
In the case where the Large-Scale Purchaser does not comply with the Large-Scale Purchase Rules,
regardless of the specific method of purchase, the Board of Directors of the Company shall pass a
resolution approving the exercise of countermeasures, when the Independent Committee
recommends that countermeasures should be exercised and when it is necessary from the perspectiveof protecting the corporate value of the Company and the common interest of shareholders, inprinciple.
2) In the case where the Large-Scale Purchaser complies with the Large-Scale Purchase Rules
In the case where the Large-Scale Purchaser complies with the Large-Scale Purchase Rules,
countermeasures shall not be exercised in principle. However, when the Independent Committee
recommends that countermeasures should be exercised because the proposal of the Large-Scale
Purchaser would “significantly undermine the corporate value of the Company or the common
interest of shareholders,” the Company may pass a resolution in accordance with the decision onwhether to approve the exercise of countermeasures described in (ii) below if it is necessary fromthe perspective of protecting the corporate value of the Company and the common interest ofshareholders.
When the Independent Committee determines that the proposal of the Large-Scale Purchaser
would not “significantly undermine the corporate value of the Company or the common interest ofshareholders,” it will notify thereof and recommend that countermeasures should not be exercised.
However, even after the Independent Committee has once recommended that countermeasures
should not be exercised, if there have been changes in the facts on which the judgment of such
recommendation was based, the Large-Scale Purchaser’s purchase, etc. is considered to meet theconditions for exercising countermeasures, and it is judged that it is appropriate to exercise
countermeasures, the Independent Committee may judge that countermeasures should be exercisedand make such recommendation to the Board of Directors of the Company.
Any purchase by the Large-Scale Purchaser that falls any of the following types will be considered
as one that would “significantly undermine the corporate value of the Company or the common
interest of shareholders” by the Board of Directors and the Independent Committee.
(A) In the case of a purchase, etc. that is likely to cause obvious harm to the corporate value of theCompany and eventually the common interest of shareholders by any of the following acts or
acts similar thereto
 Act of buying up shares, etc. and demanding the Company to purchase such shares, etc. at ahigh price Act of temporarily controlling the Company’s management and managing the Company torealize the interests of the Large-Scale Purchaser or its group at the sacrifice of the Company,
including acquiring the Company’s important assets, etc. at a low price Act of diverting the Company’s assets as collateral for or the source of repayment of debts
of the Large-Scale Purchaser or its group Act of temporarily controlling the management of the Company to dispose of high-value
assets, etc. that are not currently related to the Company’s business, and using the profits
from such disposal to pay temporarily high dividends, or selling the shares at a high pricetaking advantage of the opportunity afforded by the sudden rise in share prices created by
the temporarily high dividends(B) In the case of purchase, etc. that could effectively force shareholders to sell the shares, such as
the coercive two-tier tender offer (the method of carrying out a tender offer in two steps where
the purchaser does not solicit the sale of all shares in the first stage while specifying unfavorable
terms and conditions for purchase in the second stage or not clarifying the terms and conditions
for purchase in the second stage)- 23 -

(ii) Judgment to exercise
The Board of Directors of the Company shall convene the Independent Committee, disclose theLarge-Scale Purchase Information and related information, the status of compliance with the LargeScale Purchase Rules by the Large-Scale Purchaser, etc., and consult with the Independent
Committee on whether to execute countermeasures.
The Independent Committee shall consider the Large-Scale Purchase Information and related
information, etc. provided by the Large-Scale Purchaser that is disclosed by the Board of Directorsof the Company, as well as information collected independently, and shall make recommendations
to the Board of Directors of the Company as to whether countermeasures should be exercised,
whether or not to confirm the intention of shareholders, and other matters.
In order to secure the objectivity and reasonableness of the judgment to exercise countermeasures,the Board of Directors of the Company shall consider whether countermeasures should be exercised
based on the Large-Scale Purchase Information and other information provided by the Large-Scale
Purchaser, while obtaining advice of external experts such as attorneys at law and respecting therecommendations of the Independent Committee to the maximum extent. In addition, in cases where
the Independent Committee recommends that the General Meeting of Shareholders should be
consulted on whether or not to exercise countermeasures, and the Board of Directors of the Company
determines that it is appropriate to directly confirm the intention of shareholders, the Board of
Directors of the Company shall pass a resolution to convene a General Meeting of Shareholders andconfirm the intention of shareholders on whether or not to exercise the countermeasures.
Notwithstanding the above, if the Board of Directors of the Company deems it appropriate to directly
confirm the intention of shareholders, the Board of Directors of the Company shall pass a resolution
to convene a General Meeting of Shareholders and confirm the intention of shareholders as towhether or not to exercise the countermeasures.
In this case, the Board of Directors of the Company shall pass a resolution regarding the exerciseof the countermeasures in accordance with the results of the resolution at such shareholders’ meeting.
In case where the Board of Directors of the Company judges that the exercise of countermeasures
is appropriate in accordance with the above, the Board of Directors of the Company will exercise
countermeasures that are permitted as the authority of the Board of Directors by the Companies Act,
other laws, and the Articles of Incorporation, such as the allotment of the share acquisition rights
without contribution as described in (iii) below.
(iii) Details of countermeasures
At the time the Board of Directors of the Company decides to exercise countermeasures, the Boardof Directors of the Company shall select the countermeasures that are permitted as the authority of
the Board of Directors by the Companies Act, other laws, and the Articles of Incorporation. An
outline of cases in which the Board of Directors of the Company implements the allotment of theshare acquisition rights without contribution as a specific countermeasure is shown in Appendix 3,“Outline of the allotment of the share acquisition rights without contribution.”(iv) Discontinuation of the exercise
If, after the Board of Directors of the Company has decided to exercise countermeasures, theLarge-Scale Purchaser discontinues or withdraws the Large-Scale Purchase, or there have beenchanges in the facts on which the judgment to exercise such countermeasures was based, and theIndependent Committee judges that none of the types in (i) above applies, or even if it does apply, it
is not appropriate to exercise countermeasures, and makes a recommendation to that effect, theBoard of Directors shall decide to discontinue the exercise of the countermeasures (or in the casethat the Company implements the allotment of the share acquisition rights without contribution as acountermeasure, to discontinue the issuance of the share acquisition rights or acquire them without
contribution).
(3) Effective period, abolition, and change of this Plan
This Plan shall remain effective until the conclusion of the Annual General Meeting of Shareholders for thelast fiscal year that ends within three years after the conclusion of the 155th Annual General Meeting of
Shareholders to be held on June 28, 2023.
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However, if a resolution approving the change or abolition of this Plan is passed at a General Meeting of
Shareholders of the Company or at a meeting of the Board of Directors consisting of Directors who are elected
at the General Meeting of Shareholders of the Company anytime before the expiration of the said effective period,
this Plan shall be changed or abolished at that time pursuant to the resolution (since the term of office of Directors
is one year, the Company is able to change or abolish this Plan promptly). The Board of Directors of the Company
may change this Plan to the extent not inconsistent with this Plan or in a range that is judged reasonably necessary
due to: a change in the Companies Act, Financial Instruments and Exchange Act, other laws or regulations orrules of the financial instruments exchange; a change in the interpretation or operation thereof; or a change inthe taxation system, judicial precedents, etc. In cases where this Plan is abolished or changed, the Company shallpromptly disclose such a fact of abolition or change and (in the case of a change) the detail of the change together
with information about any other matters deemed appropriate by the Board of Directors or the Independent
Committee of the Company.
The laws and regulations referenced in this Plan are based on the provisions in force as of May 8, 2023, andif necessary on and after that date due to the establishment, amendment, or abolition of laws and regulations, theBoard of Directors of the Company may, after considering the purpose of such establishment, amendment, or
abolition, replace provisions or the meaning of terms in this Plan within a reasonable scope from time to time.
(4) Impact on shareholders(a) Impact of the introduction of this Plan on shareholders upon its taking effect
At the time of introduction of this Plan, there will be no direct impact on the rights and benefits ofshareholders because the Allotment of the Share Acquisition Rights Without Contribution, Etc. itself will not
be carried out.
(b) Impact on shareholders at the time of implementing allotment of the share acquisition rights without
contribution
In the event that the Board of Directors of the Company implements the allotment of the share acquisitionrights without contribution as a countermeasure, the Board of Directors of the Company shall allot without
contribution to the shareholders as of the record date of allotment which is separately specified in the
resolution for the allotment, the number of the Share Acquisition Rights, which is separately specified by the
Board of Directors of the Company in the resolution for the allotment of the share acquisition rights without
contribution, up to the same number of the Company’s final total number of issued shares as of the record
date of allotment which is separately specified by the Board of Directors in the resolution for the allotmentof the share acquisition rights without contribution (excluding the number of shares of the Company held by
the Company as of the said date). If the shareholders do not pay the prescribed exercise price or other moneyor follow procedures for exercising the Share Acquisition Rights within the exercise period, the shares of theCompany held by them will be diluted by the exercise of the Share Acquisition Rights by other shareholders.
However, the Company may, upon the decision of the Board of Directors of the Company, acquire theShare Acquisition Rights from shareholders other than the Large-Scale Purchaser and deliver shares of theCompany in exchange for them. If the Company takes such acquisition procedures, shareholders other thanthe Large-Scale Purchaser will receive the Company’s shares without exercising the Share Acquisition
Rights or paying the money equivalent to the prescribed exercise price. As such, there will be no dilution of
the Company’s shares held by them and no impact.
In the event that the Company discontinues the allotment of the share acquisition rights without
contribution or acquires without contribution the Share Acquisition Rights allotted without contribution after
the shareholders who are to receive the allotment of the share acquisition rights without contribution havebeen determined, no dilution of the value per share will occur. Therefore, investors who traded after suchdetermination may suffer a reasonable amount of loss due to fluctuations in the share price.
(c) Procedures to be required by shareholders in conjunction with the allotment of the share acquisition rights
without contribution(i) Procedures for the allotment of the share acquisition rights without contribution
If the Board of Directors of the Company resolves to implement the allotment of the shareacquisition rights without contribution as a countermeasure, the Company shall give a public noticeof the record date for the allotment of the share acquisition rights without contribution. The Share- 25 -

Acquisition Rights will be allotted without contribution to the shareholders whose names arerecorded in the last shareholder register as of the record date of the allotment.
Thus, as those shareholders whose names are recorded in the last shareholder register as of therecord date of the allotment would naturally become holders of share acquisition rights as of theeffective date of the allotment of the share acquisition rights without contribution, no application orother procedure needs to be followed by these shareholders.
(ii) Procedures for exercise of the Share Acquisition Rights
The Company shall, in principle, send the shareholders whose names are recorded in the lastshareholder register as of the record date of the allotment a written request for exercise of the Share
Acquisition Rights (in a form prescribed by the Company that includes necessary matters such as
the details and number of the Share Acquisition Rights to be exercised and the date of exercise of
the Share Acquisition Rights, a clause setting forth that the shareholder makes representations andwarranties such as that it satisfies the exercise conditions of the Share Acquisition Rights, anindemnity clause regarding the handling of the Share Acquisition Rights, etc. in the event of any
error in the representations or warranties, and other covenants), and other documents necessary forthe exercise of the Share Acquisition Rights. After the allotment of the share acquisition rights
without contribution, shareholders will, in principle, be issued one share of the Company for each
Share Acquisition Right by submitting these necessary documents within the exercise period of the
Share Acquisition Rights and paying the amount which is specified by the Board of Directors of theCompany in the resolution for the allotment of the share acquisition rights without contribution,
which shall be not less than ¥1 per Share Acquisition Right but not more than one-half the market
value of one share of the Company, to a payment-handling agent.
(iii) Procedures for acquisition of Share Acquisition Rights
If the Board of Directors of the Company decides to acquire the Share Acquisition Rights,
notwithstanding (ii) above, the Company will acquire the Share Acquisition Rights in accordancewith the statutory procedures on a date separately specified by the Board of Directors of theCompany and deliver shares of the Company to the shareholders in exchange for them. In this case,such shareholders may be separately requested to submit a form prescribed by the Company that
includes a clause setting forth that they make representations and warranties such as that they are
not a member of the Large-Scale Purchaser Group, an indemnity clause, and other covenants.
(iv) Public announcement of the details of the procedure, etc.
In addition to the above, details of the method of allotment, method of exercise, and method ofacquisition by the Company will be announced or notified to shareholders after the resolution of theBoard of Directors of the Company regarding the allotment of the share acquisition rights without
contribution, so please confirm the contents of such announcement or notification.
4. This Plan is in line with the Basic Policy, is consistent with the corporate value of the Company and eventually
the common interest of shareholders, and is not for the purpose of maintaining the status of the Company’s
officers.
(1) This Plan satisfies all the requirements of the guidelines on takeover defense measures.
This Plan satisfies all three principles (principle of protecting and enhancing corporate value andshareholders’ common interests, principle of prior disclosure and shareholders’ will and principle of ensuring thenecessity and reasonableness of defensive measures) prescribed in the “Guidelines Regarding Takeover Defense
for the Purposes of Protection and Enhancement of Corporate Value and Shareholders’ Common Interest” jointly
published by the Ministry of Economy, Trade and Industry and the Ministry of Justice on May 27, 2005. It isalso in line with the “Takeover Defense Measures in Light of Recent Environmental Changes” published by the
Corporate Value Study Group on June 30, 2008 and “Principle 1-5: Takeover Defense Measures” of the“Corporate Governance Code” released by the Tokyo Stock Exchange on June 1, 2015.
(2) This Plan is being introduced for the purpose of protecting and enhancing the common interest of shareholders.
The introduction of this Plan is proposed for the purpose of protecting and enhancing the corporate value of
the Company and eventually the common interest of shareholders in the case where a large-scale purchase, etc.
of the Company’s shares is proposed by ensuring information and time necessary for the shareholders to judge- 26 -

whether to accept the proposal for the large-scale purchase or for the Board of Directors of the Company topresent an alternative proposal, as well as by enabling the Company to negotiate with the Large-Scale Purchaser
on behalf of its shareholders or to take similar actions.
(3) This Plan respects shareholders’ intention.
This Plan will be continued upon approval by shareholders at the 155th Annual General Meeting of
Shareholders to be held on June 28, 2023, so that shareholders’ intention will be reflected in this Plan.
In addition, as described in 3. (3) “Effective period, abolition, and change of this Plan” above, this Plan issubject to a so-called sunset clause with an effective period of approximately three years, and shareholders will
be asked to judge whether or not to continue this Plan. Furthermore, if a resolution approving the change orabolition of this Plan is passed at a General Meeting of Shareholders of the Company anytime before theexpiration of the said effective period, this Plan will be changed or abolished pursuant to the resolution. In theabove context, the existence and contents of this Plan are based on the intention of the Company’s shareholders.
(4) This Plan respects the judgment of highly independent outside parties and discloses information.
In introducing this Plan, the Company will establish the Independent Committee as an organization thateliminates any arbitrary decision by the Board of Directors of the Company and objectively makes substantive
decisions in the operation of the exercise, etc. of this Plan.
The Independent Committee consists of three or more members who are to be appointed from among Outside
Directors of the Company, Outside Corporate Auditors of the Company, or outside experts (senior corporate
executives with proven track record, ex-government officials, attorneys at law, certified public accountants,
persons with academic experience, or the like) who are independent from the senior executives in charge ofbusiness execution of the Company. The Independent Committee may also receive advice or opinions fromindependent third parties (including financial advisors, corporate valuation experts, etc.) at the cost of theCompany. Accordingly, the fairness and objectivity of judgments made by the Independent Committee are morestrongly ensured.
In addition, by disclosing information about the outline of the judgment made by the Independent Committee,
the Company has put in place a mechanism to ensure the transparent administration of this Plan to the extent thatit contributes to the corporate value of the Company and the common interest of shareholders. If the continuationof this Plan is approved at this Annual General Meeting of Shareholders, Kiichiro Masui, Tsutomu Arai, andKenji Watanabe will be elected. Please refer to Appendix 4 “Names and career summaries of the members of the
Independent Committee” for their career summaries.
(5) Reasonable and objective requirements for the exercise of this Plan
This Plan has been structured in a manner that it will not be exercised unless reasonable and detailed
objective requirements for exercise are satisfied and has put in place a mechanism to prevent the Board of
Directors of the Company from arbitrarily exercising it.
(6) This Plan is not a dead-hand type takeover defense measure.
As described in 3. (3) “Effective period, abolition, and change of this Plan” above, this Plan may be abolishedby the Board of Directors consisting of Directors who are elected at a General Meeting of Shareholders of theCompany. Therefore, a person who has purchased a large volume of shares, etc. of the Company may abolishthis Plan by appointing Directors at a General Meeting of Shareholders of the Company and having the Boardof Directors consisting of such Directors resolve to abolish this Plan. Therefore, this Plan is not a dead-hand typetakeover defense measure (a takeover defense measure whose exercise cannot be prevented even after replacing
a majority of the members of the Board of Directors).
In addition, since the Company sets the term of office of Directors at one year, this Plan has no effect as aslow-hand type takeover defense measure (a takeover defense measure that requires time to prevent exercise of
the plan because the members of the Board of Directors cannot be replaced at once).
* Please refer to Appendices 1 through 4 as documents related to Proposal No. 5.

- 27 -

(Appendix 1)
Situation of the Company’s shares (As of March 31, 2023)
1. Total number of authorized shares
2. Total number of issued shares
3. Number of shareholders
4. Major shareholders (top 10 shareholders)Name of shareholders

118,500,000 shares
30,360,000 shares(including 1,255,482 treasury shares)
20,596
Number of shares held(Thousands of shares)

Ownership (%)

Sompo Japan Insurance Inc.

2,045

7.03

Meiji Yasuda Life Insurance Company

1,604

5.51

Tokyo Tatemono Co., Ltd.

1,603

5.51

Mizuho Bank, Ltd.

1,253

4.31

Taisei Corporation

1,252

4.30

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

1,169

4.02

Tokio Marine & Nichido Fire Insurance Co., Ltd.

1,122

3.86

Yasuda Real Estate Co., Ltd.

1,020

3.51

Chuo Warehouse Co., Ltd.

982

3.37

Hulic Co., Ltd.

963

3.31

Notes:

1. The Company holds 1,255,482 treasury shares but is excluded from the above major shareholders. Treasury shares do notinclude 140,400 shares held by the board benefit trust (BBT).
2. Percentage of ownership is calculated excluding treasury stock.

- 28 -

(Appendix 2)
Outline of the Independent Committee Regulations
1. The Independent Committee shall be established by a resolution of the Board of Directors of the Company.
2. The Independent Committee shall consist of three or more members. The Independent Committee members shallbe appointed by the Board of Directors of the Company from among persons who are either of (1) Outside
Directors of the Company, (2) Outside Corporate Auditors of the Company, and (3) outside experts and who are
independent from the senior executives. However, outside experts shall be senior corporate executives withproven track record, ex-government officials, attorneys at law, certified public accountants, persons withacademic experience or persons equivalent thereto who have entered into an agreement with the Company
separately designated by the Company that includes provisions concerning the duty of due care of a prudent
manager or other matters.
3. The term of office of a member of the Independent Committee shall be the period from the day on which he or
she is appointed to the conclusion of the Annual General Meeting of Shareholders for the last fiscal year that
ends within three years. However, this shall not apply if otherwise prescribed by a resolution of the Board of
Directors of the Company. In addition, if an Outside Director or Outside Corporate Auditor who is a member of
the Independent Committee ceases to be a Director or Corporate Auditor, the term of office of the member of the
Independent Committee shall also end at the same time.
4. The Independent Committee may hold meetings at any time, and a resolution of the Independent Committee
shall be passed by a majority of the votes of all the members present. However, in the case of an accident or any
other unavoidable reasons that prevent a member from voting on a resolution, a resolution of the Independent
Committee shall be passed by a majority of the votes of the members present at meetings at which two-thirds ormore of the members are present.
5. The members of the Independent Committee shall consider the details of the proposal from the Large-Scale
Purchaser, information provided by the Large-Scale Purchaser, etc. in order to ensure the proper operation of thisPlan, and based on the results, shall make recommendations to the Board of Directors as to whether
countermeasures should be exercised, whether or not to confirm the intention of shareholders, and other matters.
6. The Independent Committee shall, in addition to making recommendations regarding whether countermeasures
should be exercised and whether or not to confirm the intention of shareholders, perform the following duties:(1) Examination and consideration of the details of the Large-Scale Purchaser’s purchase, etc.
(2) Determination of the information to be provided to the Independent Committee by the Large-Scale Purchaser
and the Board of Directors of the Company and the reply deadline(3) Recommendation to extend the Evaluation Period(4) Recommendation for negotiation and discussion with the Large-Scale Purchaser(5) Requirement for providing alternative proposals and recommendations for considering alternative proposals
to the Board of Directors(6) Approval of abolition or change of this Plan
(7) Other matters on which the Board of Directors of the Company seeks advice
7. The Independent Committee may obtain advice of external experts such as certified public accountants, attorneys
at law and financial advisors, as necessary, and may request the Board of Directors to pay various expenses forthe consideration.
8. Each member of the Independent Committee shall perform duties solely from the perspective of whether thematter in question contributes to the corporate value of the Company and eventually the common interest ofshareholders and shall not do so for the purpose of seeking personal benefits for themselves or senior executivesof the Company.
- 29 -

9. The Board of Directors of the Company shall respect the recommendations of the Independent Committee to the
maximum extent and pass a resolution as an organization of a company regarding the exercise ofcountermeasures, whether or not to confirm the intention of shareholders, and other matters.

- 30 -

(Appendix 3)
Outline of the allotment of the share acquisition rights without contribution
1. Details and number of the share acquisition rights
The number of the share acquisition rights to be allotted to shareholders shall be the number separately specified
by the Board of Directors of the Company in the resolution approving the allotment of the share acquisitionrights without contribution (hereinafter the “Resolution Approving the Allotment of the Share Acquisition Rights
Without Contribution”) up to the same number of the Company’s final total number of issued shares as of therecord date which is separately specified by the Board of Directors of the Company (hereinafter the “Record
Date of the Allotment”) in the Resolution Approving the Allotment of the Share Acquisition Rights Without
Contribution (excluding the number of shares of the Company held by the Company as of the said date).
2. Shareholders eligible for allotment
The share acquisition rights shall be allotted without contribution to the shareholders other than the Company
whose names are recorded in the last shareholder register of the Company as of the Record Date of the Allotment,at the rate separately specified by the Board of Directors of the Company in the Resolution Approving the
Allotment of the Share Acquisition Rights Without Contribution.
3. Class and number of shares that are the subject of the share acquisition rights
The class of the shares that are the subject of the share acquisition rights shall be common shares of the Company
and the number of shares that are the subject of a share acquisition right (hereinafter the “Number of Subject
Shares”) shall be one share. However, in cases where the Company carries out a share split or share consolidation,
the Number of Subject Shares shall be subject to required adjustment.
4. Amount of assets to be contributed upon exercise of the share acquisition rights(i) The type of assets to be contributed upon exercise of the share acquisition rights shall be money, and theamount of such contribution shall be the Exercise Price (defined in (ii) below) multiplied by the Number of
Subject Shares.
(ii) The amount of assets to be contributed upon exercise of the share acquisition rights per share of the Company(hereinafter the “Exercise Price”) shall be the amount separately specified by the Board of Directors of theCompany in the Resolution Approving the Allotment of the Share Acquisition Rights Without Contribution
provided that this amount shall not be less than ¥1 but not more than one-half of the market value of one
share of the Company.
5. Exercise conditions of the share acquisition rights(i) Large-Scale Purchasers and (ii) persons belonging to the Large-Scale Purchaser group may not exercise theirshare acquisition rights. Other details shall be separately specified in the Resolution Approving the Allotment of
the Share Acquisition Rights Without Contribution.
6. Restrictions on the transfer of the share acquisition rights
Any acquisition of the share acquisition rights by transfer shall be subject to the approval of the Board of
Directors of the Company.
7. Provisions for acquisition of the share acquisition rights by the Company, etc.
(i) During the period from the effective date of the allotment of the share acquisition rights without contribution
to the day before the first day of the exercise period, if the Board of Directors of the Company deems it
appropriate for the Company to acquire the share acquisition rights, the Company may acquire all the shareacquisition rights without contribution on a date separately specified by the Board of Directors of theCompany.
(ii) The Company will separately specify in the Resolution Approving the Allotment of the Share Acquisition
Rights Without Contribution the provisions for acquisition which include that on a date separately specified
by the Board of Directors of the Company, the Company shall acquire all the share acquisition rights held
- 31 -

by persons who have not exercised their share acquisition rights as of the business day preceding such date
and are eligible to exercise their share acquisition rights under the exercise conditions described in 5. above
and shall deliver the Number of Subject Shares of the shares of the Company per a share acquisition right inexchange for them, the exercise period, and other necessary matters.

- 32 -

(Appendix 4)
Names and career summaries of the members of the Independent Committee
Kiichiro Masui
Born in 1950
1973

Joined Ministry of Finance2000

Director-General of Kinki Local Finance Bureau

2003

Director-General of the Planning and Coordination Bureau of Financial Services Agency

2005

Managing Director of Japan Securities Dealers Association

2006

Vice Chairperson and Senior Managing Director

2008

Vice Chairperson

2012

Director of The Tokyo Shoken Building Incorporated

2013

Chairperson of Japan Investor Protection Fund2014

Chairperson of the Board of Japan Securities Research Institute (current position)

2016

Outside Director of Japan Credit Rating Agency, Ltd. (current position)

2017

Outside Director of Heiwa Real Estate Co., Ltd. (current position)

2022

Outside Director of AIZAWA SECURITIES GROUP CO., LTD. (current position)

Tsutomu Arai
Born in 1952
1977

Appointed Assistant Judge of Kyoto District Court

1989

Judge of Tokyo District Court

1991

Director of Hachinohe Branch, Aomori District/Family Court

1994

Senior Instructor of The Training and Research Institute for Court Clerks

1998

Presiding Judge of Tokyo District Court

2000

Instructor of The Legal Training and Research Institute (Civil Litigation)

2002

Director-General

2005

Presiding Judge of Tokyo District Court

2008

Acting Chief Judge of Civil Division

2011

Chief Judge of Utsunomiya District Court2012

Chief Judge of Saitama District Court

2013

Presiding Judge of Tokyo High Court

2014

Chief Judge of Tokyo District Court

2015

President of Fukuoka High Court

2017

Chairperson of Environmental Dispute Coordination Commission

2022

Registered as an attorney-at-law, joined Tanabe & Partners (current position)- 33 -

Kenji Watanabe
Born in 1961
1986

Joined The Fuji Bank, Limited

1997

Manager of Price Waterhouse Consultants Co., Ltd.

2001

Director of PricewaterhouseCoopers Consultants Co., Ltd.

2002

Director of PwC Consulting Co., Ltd.

2003

Associate Professor of Department of Management and Information Systems Science, Faculty of Engineering,
Nagaoka University of Technology

2010

Professor of Department of Architecture, Civil Engineering and Industrial Management Engineering, Graduate
School of Engineering, Nagoya Institute of Technology (current position)- 34 -