Securities Code: 7294
May 26, 2015
To Our Shareholders:
3-7-60 Tarumachi, Kohoku-ku, Yokohama-shi,
Kanagawa
YOROZU CORPORATION
President Kazumi Sato

Notice of the 70th Ordinary General Meeting of Shareholders
The Company would hereby like to request shareholders to attend the Company’s 70th Ordinary General Meeting of
Shareholders as described below.
If you are unable to attend the meeting on the date, you may also exercise your voting rights by means of either of thefollowing methods, and are kindly requested to exercise your voting rights on or before the close of the Company’sbusiness hours (5:30 p.m.), Tuesday, June 9, 2015, after examining following Reference Materials for the General
Meeting of Shareholders.
[Exercising your voting rights by mail]Please indicate your approval or disapproval for each agenda item shown on the enclosed voting form, and mail it in time fordelivery by the deadline mentioned above.
[Exercising your voting rights electronically (Internet voting etc.)]
After referring to Exercise of Voting Rights by Electronic Method (page 2) as follows, please access the Japanese-language
website designated by the Company for exercise of voting rights (http://www.evote.jp/), and enter your approval ordisapproval for each agenda item in accordance with the instructions on the screen using the voting right exercise code andthe password indicated on the enclosed voting form.
1.

Date:

10:00 a.m., Wednesday, June 10, 2015

2.

Venue:

4F, Yorozu Corporation Head office
3-7-60 Tarumachi, Kohoku-ku, Yokohama-shi, Kanagawa

3.

Purposes:
Items to be reported:

1.

The business report, the consolidated financial statements and the results ofconsolidated financial statement audits by the Accounting Auditor and the Boardof Corporate Auditors for the 70th business period (April 1, 2014 to March 31,
2015)

2.

The non-consolidated financial statements for the 70th business period (April 1,2014 to March 31, 2015)

Items to be resolved:
Agenda Item No. 1:
Agenda Item No. 2:
Agenda Item No. 3:
Agenda Item No. 4:
Agenda Item No. 5:
Agenda Item No. 6:
Agenda Item No. 7:

4.

Partial Amendment of the Articles of Incorporation
Election of Four (4) Directors (excluding those who are the members of the Audit andSupervisory Committee)
Election of Three (3) Directors who are the member of the Audit and Supervisory
Committee
Election of One (1) Director who is a substitute member of the Audit and Supervisory
Committee
Setting the Amount of Remuneration of Directors (excluding those who are membersof the Audit and Supervisory Committee)
Setting the Amount of Remuneration of Directors who are members of the Audit andSupervisory Committee
Continuation of Yorozu’s Policy on Large-Scale Purchasing of its Shares(Anti-Takeover Measures)

Other Matters on this Notice of the Meeting:
Of the matters to be included in this notice pursuant to the laws and regulations and provisions of Article 14 of the
Articles of Incorporation, Share Acquisition Rights of the Company, Notes to Consolidated Financial Statements andNotes
toNon-consolidated
Financial
Statementsaredisclosedon
Yorozu’s
website(http://www.yorozu-corp.co.jp/en/) and are not included in this Notice.

-1-Reference Document for Shareholders’ Meeting
Agenda and referential matters
Item 1: Partial Amendment of the Articles of Incorporation
The articles of incorporation will be amended as shown below.
1.

Reason for the proposal
In order to further strengthen corporate governance by strengthening the supervisory function of the board of
directors, the Company will have transfer to a Company with Audit and Supervisory Committee to make the use of
the functions of Outside Directors.
For this purpose, there will be regulations related to the Audit & Supervisory Committee and the members of the
Audit & Supervisory Committee, while regulations related to the Corporate Auditor will be deleted. Other regulations
will also be modified as necessary according to the above changes.
Furthermore, the pool from which the executive officer will be selected will be clarified, the number of officers withspecial titles will be partially increased, a new contract for limitation of liability will be signed between the Company
and the directors (excluding executive directors), and the contents of the contract for limitation of liability concluded
with the accounting auditor will be clarified.
It should be noted that the modification to the articles of incorporation regarding the contract for limitation of liability
has been agreed to by each Corporate Auditor.

2.

Contents of modification
The contents of the modification are shown below.
(Changes are underlined)
Articles of Incorporation

Suggested changes

Chapter 1 General Rules(Number of Directors)
Article 1-19 Text omitted(Number of Directors)
Article 20. The Company shall have 21 or fewer Directors.

Chapter 1 General Rules(Number of Directors)
Article 1 – Article 19. No modification(Number of Directors)
Article 20. The Company shall have 10 or fewer Directors(excluding the members of the Audit &Supervisory Committee).
2 The Company shall have 5 or fewer Directors
who are members of the Audit & Supervisory
Committee.
(Appointment of Directors)
Article 21. No modification
2 The appointment of the Directors discussed
above is carried out separately for Directors
who are members of the Audit & Supervisory
Committee and other Directors.
3 Article number adjusted but no modification in
the contents
4 Article number adjusted but no modification in
the contents(Terms of office for Directors)
Article 22. Terms of office for Directors (excluding those
who are members of the Audit & Supervisory
Committee) shall end with the conclusion of
the final Ordinary General Meeting of
Shareholders for the business year that ends
within one year of appointment.
2 Terms of office for Directors who are membersof the Audit & Supervisory Committee shallend with the conclusion of the final Ordinary
General Meeting of Shareholders for thebusiness year that ends within two years of
appointment.

Newly drafted(Appointment of Directors)
Article 21. Text omitted
Newly drafted2

Text omitted

3

Text omitted(Terms of office for Directors)
Article 22. Terms of office for Directors shall end with theconclusion of the final Ordinary General
Meeting of Shareholders for the business yearthat ends within one year of appointment.

Newly drafted-2-Articles of Incorporation
Newly drafted(Representative Directors)
Article 23. The Board of Directors appoints theRepresentative Directors by resolution.

2. The Board of Directors may appoint the
Chairman and President of the Board of
Directors by its resolution.

(Officers)
Article 24.

The Board of Directors may by so resolving
appoint Officers and allocate management
authority to them by decision of the Board of
Directors.

2. Text omitted(Officers with special titles)
Article 25. When necessary, a few Senior Executive Vice
Presidents, Executive Vice Presidents, andSenior Vice Presidents may be appointed byresolution of the Board of Directors.

(Advisors and Corporate Counselors)
Article 26. Text omitted(Remuneration of Directors)
Article 27. Directors’ remuneration, bonuses, and otherfinancial benefits (hereinafter, "remuneration")
to be received from the Company incompensation for work performed shall be
specified by resolution of the General Meetingof Shareholders.

(Convener and Chairperson of the Board of Directors)
Article 28. Text omitted
2. Text omitted
Newly drafted(Procedure for convening the Board of Directors)

Suggested changes
3

The terms of office for Directors who were
nominated as a substitute for a Director who
was a member of the Audit & Supervisory
Committee and resigned before the end of theterms of office is to last until the end of theterms of office of the Director who was amember of the Audit & Supervisory Committee
and resigned before the end of the terms ofoffice.
(Representative Directors)
Article 23. The Board of Directors appoints theRepresentative Directors by resolution fromamong the Directors (excluding those who are
the members of the Audit & Supervisory
Committee).
2 The Board of Directors may appoint the
Chairman and President of the Board of
Directors by its resolution from among the
Directors (excluding those who are themembers of the Audit & Supervisory
Committee).
(Officers)
Article 24. The Board of Directors may by so resolving
appoint Officers from among Directors(excluding those who are members of the Audit& Supervisory Committee) or employees andallocate management authority to them bydecision of the Board of Directors
2 No modification(Officers with special titles)
Article 25. When necessary, a few Vice Chairmen, Senior
Executive Vice Presidents, Executive Vice
Presidents, Senior Vice Presidents, and Senior
Officers may be appointed by resolution of theBoard of Directors from among the Officers
discussed in the previous article.
(Advisors and Corporate Counselors)
Article 26. <No modification>(Remuneration of Directors)
Article 27. Directors’ remuneration, bonuses, and otherfinancial benefits (hereinafter, "remuneration")
to be received from the Company ascompensation for work performed shall be
specified by resolution of the General Meetingof Shareholders, by separating Directors who
are members of the Audit & Supervisory
Committee and other Directors.
(Convener and Chairperson of the Board of Directors)
Article 28. No modification
2 No modification
3 Regardless of the previous two items, themembers of the Audit & Supervisory
Committee appointed by the Audit &Supervisory Committee can convene the Boardof Directors.
(Procedure for convening the Board of Directors)-3-

Articles of Incorporation

Suggested changes

Article 29.

A notice of the convocation of the Board of
Directors shall be sent to each Director and
Auditor at least three days before the meeting.
However, this period may be shortened in theevent of an emergency.
2. A Board of Directors meeting may be held
without following this procedure if all
Directors and Auditors consent.
(Resolutions of the Board of Directors)
Article 30. Text omitted(Abbreviated process for resolutions of the Board of
Directors)
Article 31. When a Director proposes a matter for the
purpose of a resolution of the Board of
Directors, and all Directors (who are able tovote on the matter) consent to the matter inwriting or by electromagnetic record, said
matter shall be considered as having passed asa resolution of the Board of Directors.
However, this process shall not be valid when
any Corporate Auditors object.
Newly drafted

Article 29.

A notice of the convocation of the Board of
Directors shall be sent to each Director at least
three days before the meeting.
However, this period may be shortened in theevent of an emergency.
2 A Board of Directors meeting may be held
without following this procedure if all
Directors consent.
(Resolutions of the Board of Directors)
Article 30. No modification(Abbreviated process for resolutions of the Board of
Directors)
Article 31. When a Director proposes a matter for the
purpose of a resolution of the Board of
Directors, and all Directors who are able tovote on the matter consent to the matter inwriting or by electromagnetic record, said
matter shall be considered as having been
passed as a resolution of the Board of
Directors.
(Entrustment of Directors)
Article 32. The Company may entrust Directors with all orpart of the decision regarding the execution ofimportant business (excluding items listed in
Item 5, Article 399-13 in the Companies Act)
as a resolution of the Board of Directors.
(Minutes of Board of Directors meetings)
Article 33. The minutes of a Board of Directors meetingshall enter or record a summary of theproceedings, its results, and any other mattersspecified by law. The Chairperson as well as
any Directors in attendance shall affix theirseals to the minutes or sign them electronically.

(Minutes of Board of Directors meetings)
Article 32. The minutes of a Board of Directors meetingshall enter or record a summary of theproceedings, its results, and any other mattersspecified by law. The Chairperson as well as
any Directors and Corporate Auditors inattendance shall affix their seals to the minutes
or sign them electronically.
(Rules of the Board of Directors)
Article 33. Text omitted(Directors’ exemption from liability)
Article 34. Text omitted
Newly drafted

Chapter 5

Corporate Auditors and Board of Corporate
Auditors(Establishment of Corporate Auditors and a Board of
Corporate Auditors)
Article 35. The Company shall appoint Corporate Auditorsand establish a Board of Corporate Auditors.
(Number of Corporate Auditors)
Article 36. The number of the Company’s Corporate
Auditors shall be four or less.

(Rules of the Board of Directors)
Article 34. Article number adjusted but no modification to
the contents(Directors’ exemption from liability)
Article 35. Article number adjusted but no modification in
the contents
2 The Company may conclude a contract to limit
liabilities for damages based on failure in
performing duties with Directors according to
Article 247 Item 1 of the Companies Act(excluding executive directors described in
Article 2 Item 15-b of the Companies Act).
However, the limit of the liabilities covered inthis contract is the lower liabilities limit
identified in Article 425 Item 1 of theCompanies Act.
Chapter 5 Audit & Supervisory Committee(Establishment of the Audit & Supervisory Committee)
Article 36.

-4-

The Company shall appoint the Audit &Supervisory Committee.
DeletedArticles of Incorporation

Suggested changes(Appointment of Corporate Auditors)
Article 37. Corporate Auditors shall be appointed byresolution of the General Meeting of
Shareholders.
2. A resolution to appoint a Corporate Auditor
shall require attendance of at least one-third of
shareholders able to exercise voting rights, andpassage by a majority of those voting rights.
(Terms of office of Corporate Auditors)
Article 38. Terms of office for Corporate Auditors shallend with the conclusion of the final Ordinary
General Meeting of Shareholders for the lastbusiness year that ends within four years of
appointment.
2. The terms of office for a Substitute Corporate
Auditor who replaced a Corporate Auditor who
resigned shall be the full term of said Corporate
Auditor.
(Full-time Corporate Auditors)
Article 39. The Board of Corporate Auditors shall by soresolving designate Standing Corporate
Auditors from among the Corporate Auditors.
(Remuneration of Corporate Auditors)
Article 40. Remuneration of Corporate Auditors shall be
specified by resolution of the General Meetingof Shareholders.
(Procedure for convening the Board of Corporate Auditors)

Deleted

Article 41.

A notice of the convocation of the Board of
Corporate Auditors shall be sent to each
Corporate Auditor at least three days before themeeting.
However, this period may be shortened in theevent of an emergency.
2. A Board of Corporate Auditors meeting may beheld without following this procedure if all
Corporate Auditors consent.

(Resolutions of the Board of Corporate Auditors)
Article 42. Except when the law specifies otherwise,
resolutions of the Board of Corporate Auditors
shall require approval of a majority of the
Corporate Auditors.

(Minutes of Board of Corporate Auditors meetings)
Article 43. The minutes of a Board of Corporate Auditors
meeting shall enter or record a summary of theproceedings, its results, and any other mattersspecified by law. Corporate Auditors inattendance shall affix their seals to the minutes
or sign them electronically.
(Rules of the Board of Corporate Auditors)

DeletedDeletedDeletedDeletedDeleted(Procedure for convening the Audit & Supervisory
Committee)
Article 37. A notice of the convocation of the Audit &Supervisory Committee shall be sent to eachmember of the Audit & Supervisory Committee
at least three days before the meeting.
However, this period may be shortened in theevent of an emergency.
2 An Audit & Supervisory Committee meeting
may be held without following this procedure if
all members of the Audit & Supervisory
Committee consent.
(Resolutions of the Audit & Supervisory Committee )Article 38. Resolutions of the Audit & Supervisory
Committee shall require approval of a majorityof the members of the Audit & Supervisory
Committee who are attending the meeting
when a majority of the members of the Audit &Supervisory Committee who have the right toparticipate in the resolution are present at themeeting.
(Minutes of Audit & Supervisory Committee meetings)
Article 39. The minutes of an Audit & Supervisory
Committee meeting shall enter or record asummary of the proceedings, its results, andany other matters specified by law. Members of
the Audit & Supervisory Committee inattendance shall affix their seals to the minutes
or sign them electronically.
(Rules of the Audit & Supervisory Committee )-5-Articles of Incorporation

Suggested changes

Article 44.

Except when the law or these Articles ofIncorporation specify otherwise, the Board of
Corporate Auditors shall specify rules
regarding matters related to the Board of
Corporate Auditors.
(Corporate Auditors’ exemption from liability)
Article 45. In accordance with Article 426, Section 1 of the
Corporation Law, the Company may by
resolution of the Board of Directors exempt
Corporate Auditors (including former
Corporate Auditors) from liability for damage
due to neglect of their duties to the extent thelaw permits.
2. In accordance with Article 427, Section 1 of the
Corporation Law, the Company may sign
contracts with Outside Corporate Auditors that
limit their liability for damage caused byneglect of their duties. However, the maximum
amount of liability under such contracts shallbe as specified by law.
Chapter 6 Accounting Auditors
Article 46-48 Text omitted(Remuneration of Accounting Auditors)
Article 49. Remuneration of Accounting Auditors shall be
specified by a Representative Director with theconsent of the Board of Corporate Auditors.
(Accounting Auditors’ exemption from liability)
Article 50. Text omitted
2

The Company may conclude a contract to limit
liabilities for damages based on failure in
performing duties with Accounting Auditors
according to Article 247 Item 1 of theCompanies Act. However, the limit of theliabilities covered in this contract is defined in
the regulation.

Article 51-54 Text omitted
Newly drafted

Article 40.

Except when the law or these Articles ofIncorporation specify otherwise, the Audit &Supervisory Committee shall specify rules
regarding matters related to the Audit &Supervisory Committee.
DeletedDeletedDeletedChapter 6 Accounting Auditors
Articles 41 – 43. Article number adjusted but nomodification in the contents(Remuneration of Accounting Auditors)
Article 44. Remuneration of Accounting Auditors shall be
specified by a Representative Director with theconsent of the Audit & Supervisory
Committee.
(Accounting Auditors’ exemption from liability)
Article 45. Article number adjusted but no modification in
the contents
2 The Company may conclude a contract to limit
liabilities for damages based on failure in
performing duties with Accounting Auditors
according to Article 247 Item 1 of theCompanies Act. However, the limit of theliabilities covered in this contract is the lower
liabilities limit identified in Article 425 Item 1of the Companies Act.
Articles 46 – 49. Article number adjusted but no modificationin the contents
Additional rules(Transitional measures regarding Corporate Auditors’
exemption from liability)
Regarding exemption from liability for Corporate Auditors(including those who were Corporate Auditors) in activities
identified in Article 423 Item 1 of the Companies Act before
the conclusion of the Ordinary General Meeting of
Shareholders for the business year ending on March 31, 2015
and contracts for limitation of liability that have already beensigned, Article 45 of the Articles of Incorporation before themodification made at the Ordinary General Meeting of
Shareholders applies.

-6-

Item 2: Election of Four (4) Directors (excluding those who are the members of the Audit & Supervisory Committee)
The terms of office for all 14 Directors will end at the conclusion of this General Meeting. Therefore, we ask that 4
Directors be appointed by reducing the number of Directors by 10 in order to facilitate the decision making process atBoard of Directors meetings.
Below is the list of candidates.
Candidate
NumberName(Date of birth)

Brief history, title, position, and other important posts held
April 1968
October 1981

1

Akihiko Shido(Born onJanuary 30, 1943)

Entered the Company
Manager of the Production Control Department of theCompany
June 1983
Director of the Company
June 1988
Managing Director of the Company
June 1991
Executive Director of the Company
June 1992
Executive Vice President of the Company
June 1996
Senior Executive Vice President of the Company
June 1998
President of the Company
President, Chief Executive Officer, and Chief
June 2001
Operating Officer of the Company
Chairman, Chief Executive Officer of the Company,
June 2008
Chief Officer of YGHO All Function
To date(Other important posts held)
Chairman of Yorozu Corporation Tochigi
Chairman of Yorozu Corporation Oita
Chairman of Yorozu Corporation Aichi
Chairman of Shonai Yorozu Corporation
Chairman of Yorozu Engineering Corporation
Chairman of Yorozu Service Corporation
Director of Yorozu America Corporation
Director of Yorozu Automotive Tennessee, Inc.
Director of Yorozu Automotive North America Inc.
Director of Yorozu Mexicana, S.A. De C.V.
Director of Yorozu Automotive Guanajuato de Mexico, SA de CV
Director of Yorozu Thailand Co., Ltd.
Director of Yorozu Engineering Systems Thailand Co., Ltd.
Director of Y-Ogura Automotive Thailand Co., Ltd.
Director of Guangzhou Yorozu Bao Mit Automobile Co., Ltd.
Director of Wuhan Yorozu Bao Mit Automotive Co., Ltd.
Chairman of Yorozu JMB Automotive Tamil Nadu
Director of Yorozu Automotive Indonesia
Outside Director of Yorozu Express Co., Ltd.
Outside Director of Ogura Co., Ltd.
Outside Director of Toho Corporation
Outside Corporate Auditor of Ahresty Corporation
Vice Chairman of Japan Auto Parts Industries Association-7-

Number ofshares held
Shares4,974

Candidate
NumberName(Date of birth)

Brief history, title, position, and other important posts held
March 1976
April 1995

2

Kazumi Sato
(Born on August
2, 1953)

Entered the Company
Senior Manager of the Quality Assurance Departmentof Calsonic Yorozu Corporation (current Yorozu
Automotive Tennessee Inc.)
January 2001
Supervisor of the Design Department of the Company
April 2001
President of Yorozu America Corporation
June 2002
Executive Officer of the Company
June 2004
Director and Executive Officer of the Company
June 2006
Director and Executive Vice President of the Company
President and Chief Operating Officer of the Company,
June 2008
Chief Officer of YGHO Human Resources Function
President and Chief Operating Officer of the Company,
June 2013
Vice Chairman of YGHOPresident and Chief Operating Officer of the Company,
June 2014
Vice Chairman of YGHO, Chief Officer of YGHO
Quality Assurance Function
President and Chief Operating Officer of the Company,
April 2015
Vice Chairman of YGHOTo date(Other important posts held)
Chairman of Yorozu America Corporation
Chairman of Yorozu Automotive Tennessee, Inc.
Chairman of Yorozu Automotive North America Inc.
Chairman of Yorozu Mexicana, S.A. De C.V.
Chairman of Yorozu Automotive Guanajuato de Mexico, S.A. de C.V.

Shares

6,800

March 1981
March 2002
June 2006
June 2008

3

Akira Saso
(Born on
August 22, 1958)

Entered the Company
Chief Financial Officer of Yorozu America Corporation
Executive Officer of the Company
Executive Officer and General Manager of Finance
Department of the Company
Director, Executive Officer, Chief Financial Officer andJune 2010
General Manager of Finance Department of theCompany
Senior Vice President, Chief Financial Officer of theJune 2012
Company, Chief Officer of YGHO Finance Function,
and General Manager of Finance Department
Executive Vice President, Chief Financial Officer,
June 2013
Chief Officer of YGHO Finance Function and General
Manager of Finance Department
To date(Other important posts held)
Director of Yorozu Corporation Tochigi
Director of Yorozu Corporation Oita
Director of Yorozu Corporation Aichi
Director of Yorozu Engineering Corporation
Director of Yorozu Service Corporation
Outside Corporate Auditor of Yorozu Express Co., Ltd.

Number ofshares held

-8-

4,000

Candidate
NumberName(Date of birth)

Brief history, title, position, and other important posts held
April 1982
April 2003
April 2004
April 2005
April 2006

4

Tsutomu Hiranaka(Born onJuly 13, 1958)

April 2007
April 2012
June 2012

June 2014

Entered Nissan Motor Co., Ltd.
Supervisor of the Second Procurement Department of
Nissan Motor
Supervisor of the LCV Business Department of Nissan
Motor
Vice Manager of the Second Project Department of
Nissan Motor
Manager of the Second Project Department of Nissan
MotorManager of the Purchasing Control Department of
Nissan MotorEntered the Company, Executive Officer and General
Manager of Marketing and Sales Department
Director, Executive Officer of the Company, Chief
Officer of YGHO Marketing and Sales Function andGeneral Manager of Marketing and Sales Department
Senior Vice President of the Company, Chief Officer of
YGHO Marketing and Sales Function and General
Manager of Marketing and Sales Department
To dateNumber ofshares held
Shares400

Note: The following are the points of particular interest regarding the above candidates.
(1) Candidate Akihiko Shido is the Chairman of Shonai Yorozu Corporation, which is a subsidiary of the Company, as wellas the Chairman of Yorozu JMB Automotive Tamil Nadu. Between the two companies and the Company, there iscommercial trade.
(2) Candidate Kazumi Sato is the Chairman of Yorozu Automotive Tennessee Inc., Yorozu Mexicana, S.A. De C.V., andYorozu Automotive Guanajuato de Mexico, S.A. de C.V. There is commercial trade between the three companies andthe Company.

-9-

Item 3: Election of Three (3) Directors who are the member of the Audit & Supervisory Committee
The Company will have the Audit & Supervisory Committee provided that Item 1: Partial Amendment of the Articles
of Incorporation is approved. For this purpose, 3 Directors who are the members of the Audit & Supervisory
Committee are to be appointed.
Below is the list of candidates for Directors who are the member of the Audit & Supervisory Committee.
Candidate
NumberName(Date of birth)

Brief history, title, position, and other important posts held
January 1997
April 1998

1

Yasushi Miura(Born onFebruary 28,
1959)

Entered the Company
General Manager of the Information System
Department
September 2000 President of Yorozu Automotive North America Inc.
General Manager of the Corporate Strategy Office,May 2003
General Manager of the Management Department,
May 2006
General Manager of the Internal Auditing Office
Executive Officer and the General Manager of theJune 2008
Internal Auditing Office of the Company
June 2014
Corporate Auditor of the Company
To date(Other important posts held)
Corporate Auditor of Yorozu Corporation Tochigi
Corporate Auditor of Yorozu Corporation Oita
Corporate Auditor of Yorozu Corporation Aichi
Corporate Auditor of Yorozu Service Corporation
Corporate Auditor of Guangzhou Yorozu Bao Mit Automobile Co., Ltd.
Corporate Auditor of Wuhan Yorozu Bao Mit Automotive Co., Ltd.
Corporate Auditor of Yorozu Automotive Indonesia
Outside Corporate Auditor of Ogura Co., Ltd.
April 1979
July 1991

July 1995
April 1999
2

Misuzu Mizuno(Born on
August 11, 1951)

December 2006
June 2007
January 2009
August 2014
April 2015

November 1978

3

Keiko Yoshida(Born onJanuary 26, 1954)

April 1982
December 1992
May 1993
April 2015

Number ofshares held
Shares161,928

Appointed as public prosecutor
Public prosecutor at the special investigation
department of the Tokyo District Public Prosecutor’s
OfficeInstructor at the First Training Group at the Research
and Training Institute of the Ministry of Justice
Chief Detective at the Sendai District Public
Prosecutor’s OfficePublic Prosecutor at the Supreme Public Prosecutors
OfficeChief Public Prosecutor at the Kofu District Public
Prosecutor’s OfficePublic Prosecutor at the Supreme Public Prosecutors
OfficeRetiredMember of the Independent Advisory Committee of
the Company
To dateN.A.

Worked at Showa Accounting Office (current Ernst &Young Shin Nihon LLC)
Registered as certified public accountant
Registered as a tax accountant
Founded Shiba Kaikeijimusho (Certified accountant’s
and tax accountant’s office)Member of the Independent Advisory Committee of
the Company
To date―- 10 -

Note: 1. There is no point of particular interest between the above candidates and the Company.
2. Misuzu Mizuno and Keiko Yoshida are candidates for Outside Directors.
The Company considers the above two candidates to be highly independent and there is no risk of conflict of interest
with general shareholders and it therefore plans to register them as independent board members based on the rules
set out by the Tokyo Stock Exchange.
3. Misuzu Mizuno was selected as a candidate for an Outside Director because of her expertise in law developed
through her previous experience in the legal profession.
4. Keiko Yoshida was selected as a candidate for an Outside Director because of her expertise as a certified
accountant through her previous experience in accounting.
5. The Company considers that Misuzu Mizuno and Keiko Yoshida can carry out their duties as Outside Directors in
an appropriate manner because they both have sufficient knowledge of auditing corporate management, while
also having expertise developed through professional experience.
6. If Misuzu Mizuno is appointed as an Outside Director, provided that Item 1: Partial Amendment of the Articles ofIncorporation is approved, the Company plans to sign a contract for limited liability with the low liability limit as
stipulated in Article 425 Item 1 of the Companies Act with Misuzu Mizuno based on the Articles ofIncorporations regarding the liability for damages stipulated in Article 423 Item 1 of the Companies Act.
7. If Keiko Yoshida is appointed as an Outside Director, provided that Item 1: Partial Amendment of the Articles ofIncorporation is approved, the Company plans to sign contract for limited liability with the low liability limit
stipulated in Article 425 Item 1 of the Companies Act with Keiko Yoshida based on the Articles of Incorporations
regarding the liability for damages stipulated in Article 423 Item 1 of the Companies Act.

Item 4: Election of One (1) substitute Director who is a member of the Audit & Supervisory Committee
The Company will have the Audit & Supervisory Committee provided that Item 1: Partial Amendment of the Articles
of Incorporation is approved. For this purpose, 1 substitute Director who is a member of the Audit & Supervisory
Committee is to be appointed in case the number of Directors who are the members of the Audit & Supervisory
Committee falls below the number stipulated in the law.
Below is the list of candidates for the substitute Directors who are the member of the Audit & Supervisory
Committee.

Name(Date of birth)

Kazuhiko Saito(Born on August 23, 1956)

Brief history and other important posts held
April 1988
April 1992
April 2006
April 2007
April 2009

Registered as a lawyer (Tokyo Bar Association)
Founded Okada Saito Law Office
Executive Director of Kanto Federation of Bar
Associations
Director of Tokyo Family Conciliation Association
Founded Saito Law Office

Number ofshares held
SharesN.A.

Note: 1. There is no point of particular interest between the above candidates and the Company.
2. Kazuhiko Saito is a candidate for a substitute Outside Director who is a member of the Audit & Supervisory
Committee.
3. Kazuhiko Saito was selected as a candidate for a substitute Outside Director who is a member of the Audit &Supervisory Committee because of his expertise as a lawyer through his previous professional experience.
4. The Company considered that Kazuhiko Saito will be able to carry out his duties as an Outside Director in an
appropriate manner, because he has sufficient knowledge to audit corporate management with his expertise incorporate legal business developed through his experience as a lawyer.
5. If Kazuhiko Saito is appointed as an Outside Director, provided that Item 1: Partial Amendment of the Articles ofIncorporation is approved, the Company plans to sign a contract with Kazuhiko Saito for limited liability with the
low liability limit as stipulated in Article 425 Item 1 of the Companies Act based on the Articles of Incorporations
regarding the liability for damages stipulated in Article 423 Item 1 of the Companies Act.

- 11 -

Item 5: Setting the Amount of Remuneration of Directors (excluding those who are members of the Audit & Supervisory
Committee)
The remuneration of Directors of the Company has been set at 600 million yen per year or less since the 67 th
Ordinary General Meeting of Shareholders held on June 13, in 2012. Provided that Item 1: Partial Amendment of the
Articles of Incorporation is approved, the Company will have an Audit & Supervisory Committee. For this purpose,according to Article 361 Item 1 and Item 2 of the Companies Act, the remuneration of Directors (excluding those whoare members of the Audit & Supervisory Committee, the same applies hereinafter in this item) is to be 600 million
yen or less annually, given the current economic situation, replacing the current level of remuneration of Directors.
Furthermore, the exact amount and timing of remuneration for each Director is to be decided by resolution at theBoard of Directors meeting.
In addition, at the 67th Ordinary General Meeting of Shareholders held on June 13, 2012, it was approved that thevalue of new share subscription rights as stock options given to the Directors of the Company separately from the
remuneration of the Director of the Company described above is 120 million yen annually or less. To replace thecurrent level of remuneration for new share subscription rights given as stock options to the current Director of theCompany, the new value will be 120 million yen or less annually.
It should be noted that the amount of remuneration for Directors does not include the salary as an employee paid tothose who are both a Director and an employee of the Company.
It should also be noted that even though the current number of Directors is fourteen, if Item 1 and Item 3 areapproved as they are, the number of Directors will be four.

Item 6: Setting the Amount of Remuneration of Directors who are members of the Audit & Supervisory Committee
Provided that Item 1: Partial Amendment of the Articles of Incorporation is approved, the Company will have an
Audit & Supervisory Committee. For this purpose, according to Article 361 Item 1 and Item 2 of the Companies Act,the remuneration of Directors who are the members of the Audit & Supervisory Committee is to be 100 million yen
or less annually, given the current economic situation. Furthermore, the exact amount and timing of remuneration foreach Director who is a member of the Audit & Supervisory Committee is to be decided through discussion among
Directors who are members of the Audit & Supervisory Committee.
If Item 1 and Item 3 are approved as they are, the number of Directors who are members of the Audit & Supervisory
Board will be three (among which two are Outside Directors).

- 12 -

Proposal No. 7 Continuation of Yorozu’s Policy on Large-Scale Purchase of its Shares (Anti-Takeover Measures)
The term of validity of the policy approved at the 67th Ordinary General Meeting of Shareholders held on June 13,2012 (hereinafter referred to as the “Existing Plan”) is planned to remain in force and effect until the time of
conclusion of this General Meeting. Nevertheless, given the recent trends in arguments concerning anti-takeovermeasures subsequent to the introduction of the Existing Plan, and with the advice from sought from, and with theunanimous concurrence given by the members of, Yorozu’s Independent Advisory Committee (hereinafter referred toas the “Independent Advisory Committee”) established on April 1 of this year, Yorozu, at the meeting of its Board of
Directors held on May 8, 2015, confirmed its decision to partially amend and maintain its Basic Policy, and passed a
resolution to make necessary amendments to the Existing Plan (hereinafter the amended plan is referred to as the“Plan”) and continue with the Plan as described below as part of its approaches to prevent the decisions of Yorozu’s
financial matters and business policies from being controlled by inappropriate parties in the context of its Basic
Policy.
Yorozu hereby requests that its shareholders approve the Plan as presented in this Proposal.
Under the Plan, the Existing Plan is being reviewed and revised in consideration of the statements to the effect thatanti-takeover measures should not be aimed at protecting the interests of the management team or the Board of
Directors, the necessity and reasonableness of their introduction and operation should be robustly examined, andappropriate procedures should be ensured, stipulated in “Principle 1-5. So-called Anti-Takeover Measures” of the“Original Plan of Corporate Governance Code – for Sustainable Growth of Companies and Enhancement of Mediumand Long-Term Enterprise Value” dated March 5, 2015 and released by the expert panel on formulation of Corporate
Governance Code. The major amendments include the following points:(1)

In order to ensure the necessity and reasonableness of the Plan and prevent the Plan from being abused for the
purpose of protecting the interests of the management, Yorozu shall utilize the Independent Advisory
Committee that is already in place, and when Yorozu’s Board of Directors seeks to judge whether or not toexercise countermeasures against a Large-Scale Purchase of its shares, Yorozu shall refer the matter in advance
to, and respect the advice to a maximum extent of, the Independent Advisory Committee in order to assure thefairness of such judgment and eliminate any arbitrary judgment by Yorozu’s Board of Directors.

(2)

Patterns of a Large-Scale Purchase falling into an abusive acquirer have been put in order, and have beenclearly articulated.

(3)(i) The Independent Advisory Committee has been empowered to recommend that Yorozu confirm the wishesof its shareholders as to the necessity or otherwise for the exercise of countermeasures against a Large-Scale
Purchase of its shares, and (ii) Yorozu’s Board of Directors has been empowered to convene a General Meetingof Shareholders for the purpose of asking its shareholders whether or not countermeasures should be exercisedwhen the Board decides to convene a General Meeting of Yorozu’s shareholders for the purpose of asking theadvisability of exercising countermeasures under the Plan.

(4)

In order to clarify the period relating to the information provision demand with respect to the Large-Scale
Purchaser, the upper limit of said period has been set to sixty (60) days, and an extension period of up to a
maximum of thirty (30) days has been made available under the recommendation of the Independent Advisory
Committee.

(5) Other matters put in order
If and when the Companies Act, the Financial Instruments and Exchange Act, ordinances, cabinet orders, Cabinet
Office Orders and ministerial orders (hereinafter referred to collectively as the “Laws and Regulations”) are amended(including amendment of law names and establishment of a new law succeeding old one), and such amendment are
enforced, the clauses of the Laws and Regulations quoted in the Plan shall be replaced by the clauses that effectively
succeed the amended clauses of such Laws and Regulations, respectively.

1.

Basic Policy(1)

Content of Basic Policy
Yorozu is of the view that its enterprise value has its origin in enhancing common interests of its shareholders
as Yorozu and its subsidiaries and affiliates (hereinafter referred to as the “Yorozu Group”) vigorously pushforward agile corporate activities drawing fully upon the strength of the know-how in sales, technology,
production and brand image that the Yorozu Group has accumulated over many years based on the management
philosophy discussed in (2) below and hence contribute to the growth of society at home and abroad. For thatreason, in a situation where a specified person or group seeks to prejudice Yorozu’s enterprise value or common
interests of shareholders by acquiring voting shares equal to or more than twenty percent (20%) of Yorozu’s
total voting rights (hereinafter referred to as the “Controlling Shares”), Yorozu will make it a Basic Policy todeem such a specified person or group to be a party inappropriately controlling the decisions of Yorozu’s
financial matters and business policies and take reasonable measures to secure and enhance Yorozu’s enterprisevalue and common interests of its shareholders within the limits permitted by law and the articles of- 13 -

incorporation.
(2)

Background to Formulation of Basic Policy
Since its foundation in 1948, based on its management stance to “run business in a trustworthy manner,” theYorozu Group has devoted itself daily to being an automotive parts manufacturer primarily in the area ofsuspensions, and has earned the trust as “suspensions Yorozu” from various automobile manufacturers. The
manufacturing of suspensions, the flagship business of the Yorozu Group, is not limited to mere routine work in
manufacturing and selling, but extends to a level where automobile manufacturers’ needs are fully understoodand developments are made together with automobile manufacturers in such a manner as to conform to suchneeds. Therefore, in order to respond to the needs of automobile manufacturers and manufacture suspensions asimportant security products, it is critically important not only to have cutting-edge and advanced technologicalcapabilities but also to develop products by accurately understanding automobile manufacturers’ businessprocesses and often by getting right inside such business processes. The Yorozu Group has made a systematic
attempt not only to pursue operating efficiency, cut costs and shorten delivery time but also maintain theoverriding product quality by taking advantage of the developmental and technological capabilities of its own
and manufacturing suspensions in a consistent way from development to production. In order to continuously
maintain and enhance its enterprise value and common interests of its shareholders, the Yorozu Group expands
overseas and makes capital investments actively with the aim of expanding its customer base and earnings
capability.
We believe what constitutes the sources of the approaches discussed above and enhancement of the enterprisevalue of the Yorozu Group exemplified by the achievements based on such approaches are the shareholders’medium- and long-term understanding and support, the status and business lineup of the automotive partsindustry of which the Yorozu Group is a part, management approaches based on the medium- and long-term
relationship of mutual trust with automobile manufacturers, active implementation of capital investments basedon a sound financial position, a management team with ample knowledge and experience in market attributes,
the motivation of the employees who are sincere about the company’s business to be aware of their individual
roles and simultaneously strengthen the management base consistently, maintenance and further improvementof a high level of technology, maintenance of high level of motivation of all employees supporting them, andthe deep understanding of the long years of the relationship of mutual trust with the stakeholders built by them.
While technological innovation progresses on a global scale, the Yorozu Group understands accurately thetrends of demand in the markets at home and abroad, makes effective and maximum use of these management
resources, fulfills its social responsibilities by continuing to conduct environmentally-friendly corporate
activities, and makes every effort to enhance its enterprise value.
On the other hand, against the backdrop of the new legal system and changes in the economic structure andcorporate culture, unilateral movements to forcibly purchase a large quantity of shares have recently been
observed, and the possibility of a situation where the sustainable enhancement of the Yorozu Group’s enterprisevalue is based on the foregoing management resources can no longer be ruled out.
In light of such a situation, Yorozu finds it necessary to assume that a party seeking to acquire the Controlling
Shares and its group (hereinafter referred to as the “Purchaser”) may make an appearance.
From the outset, Yorozu does not hold a negative view against any sort of act of acquiring Controlling Shares.
However, certain recent acts of acquiring Controlling Shares do include those acts which are likely to cause
irreparable damage to Yorozu’s enterprise value or common interests of the shareholders such as (i) those acts,
given the Purchaser’s purposes for acts to acquire Controlling Shares, which obviously do not seek genuinely
reasonable management, (ii) those acts which are likely to force the general shareholders to effectively sell theirshares under unfavorable conditions, (iii) those acts in which the information necessary for the generalshareholders to properly determine whether or not to accede to acts of acquiring Controlling Shares or areasonable period for consideration is not provided or secured, or (iv) those acts in which the information
including opinions for or against the acts of acquisition of Controlling Shares or Business Plan, etc. substituting
the purchase proposal or business plan presented by the Purchaser, an opportunity for negotiation with thePurchaser or a reasonable period for consideration is not provided to the Board of Directors.
Yorozu deems those persons who seek to acquire its Controlling Shares in a manner not consistent withsecuring or enhancing its enterprise value or common interests of shareholders to be inappropriate as persons
controlling the decisions of Yorozu’s financial matters and business policies, and finds it necessary to take some
sort of measures against such persons in order to prevent such a situation from coming into being.

2.

Special Approach to Implementing the Basic Policy
In order for a large number of investors to be able to continue investing in Yorozu over a medium- and long-term
period, and as an approach to enhancing and securing Yorozu’s enterprise value or common interests of theshareholders, Yorozu implements its approach aimed at enhancing its enterprise value as described in (1) below, its- 14 -

approach aimed at reinforcing its corporate governance as described in (2) below, proactive return to shareholders as
described in (3) below, and its approach to fulfilling what Yorozu believes to be its social responsibilities as describedin (4) below. Yorozu is of the view that it can prevent a situation impeding sustainable enhancement of its enterprisevalue based on the abovementioned management resources from occurring, and therefore that these approaches
contribute to the realization of the Basic Policy as discussed in 1 above.
(1)

Approach Aimed at Enhancing Enterprise ValueOn March 9, 2015, in order to further enhance its enterprise value, Yorozu announced ”Yorozu Spiral-up Plan
2017” as a medium-term management plan (hereinafter referred to as the “New Medium-Term Management
Plan”), which indicated Yorozu’s future vision and business performance target for 2017. Based on the New
Medium-Term Management Plan, and under the new corporate vision of “creating new value throughsuspension systems, and bringing Yorozu brand out into the world,” Yorozu will further enhance its enterprisevalue by “further reinforcing its product and development capabilities,” “expanding trade outlets towards main
automobile manufacturers of the world,” “bolstering global management valuing diversity,” and “becoming an
integrated manufacturer of suspension systems ranging from performance development to mass production.
To this end, Yorozu will make capital investments actively. Over the three years between Fiscal Year 2015 andFiscal Year 2017, Yorozu expects to make capital investments of approximately 50 billion yen on production
facilities to cope with automobile model changes, on enhanced investments to cope with production volume
increases, and on R&D investments.
Furthermore, under the New Medium-Term Management Plan, Yorozu identifies net sales indicating theachievements of business activities and operating income ratio as important management indices. In
comparison to the projected consolidated net sales of 150 billion yen and consolidated operating income ratio of
5% for the full-term of Fiscal Year 2014, Yorozu hopes to double its consolidated net sales to 300 billion yen
and generate a consolidated operating income ratio of 7% or higher in ten years. In order to achieve such abusiness performance target, under the New Medium-Term Management Plan, Yorozu strives to achieve
consolidated net sales of 180 billion yen and an operating income ratio of 6% for Fiscal Year 2017 as a passing
point.

(2)

Approach Aimed at Reinforcing Corporate GovernanceYorozu makes it the foundation of its management to “drive fair and transparent corporate activities forwardwith a high sense of ethics and law-abiding spirit.” Its Board of Directors makes decisions on the basic
management policy, matters prescribed by law, and other important management matters, and is identified as
the organ to supervise the business executions by the Directors and Executive Officers. In order to further
clarify the management team’s responsibility to the shareholders, Yorozu shortened the terms of office of each
Director from two years to one year, with effect from the 56th Ordinary General Meeting of Shareholders heldon June 27, 2001.
Furthermore, from the perspective of further reinforcing its corporate governance, Yorozu will seek tostrengthen its audit and supervisory functions by making the shift to a “company with the Audit & Supervisory
Committee” half of whose members will consist of Outside Directors, subject to the relevant proposal being
approved by the shareholders at this Ordinary General Meeting of Shareholders. In the wake of said shift, twohighly independent Outside Directors will be appointed in place of the existing two Outside Corporate Auditors,
subject to the relevant proposal being approved by the shareholders at this Ordinary General Meeting of
Shareholders. From the perspective of achieving greater diversity in the composition of the Board of Directors,
Yorozu plans to appoint two women well-versed in the legal and accounting fields as two such Directors.

(3)

Proactive Return to Shareholders
Under the New Medium-Term Management Plan, Yorozu will change its dividend policy from that of “stabledividends” to that of “establishment of a targeted dividend payout ratio,” and sets the consolidated dividend
payout ratio at 20% for Fiscal Year 2014. This targeted dividend payout ratio will be raised in the future, andthe targeted consolidated dividend payout ratio will be set at 35% between Fiscal Year 2015 and Fiscal Year2017. On the other hand, Yorozu plans to apply its retained earnings as funds necessary for augmenting its
enterprise value towards, product development, capital investments, strategic investments, etc.

(4)

Approach Aimed at Fulfillment of What Yorozu Believes to Be Its Social Responsibilities
Ever since its foundation, Yorozu has adopted the management style of driving fair and transparent corporate
activities forward with a high sense of ethics and law-abiding spirit,” and has conducted its business activities
not only by complying with relevant law but also by recognizing it is necessary to fulfill its social
responsibilities as a good corporate citizen. Going forward, Yorozu will continue to fulfill its social
responsibilities by winning customers’ satisfaction, achieving technological innovation, complying with theLaws and Regulations, tackling environmental issues, growing as a global corporation, disclosing corporate
information, respecting human rights, conducting fair transactions, and clearly defining the responsibilities of- 15 -

its top-level executives.

3.

Content of the Plan (Approach to prevent Yorozu’s financial matters and business policies from being
controlled by an inappropriate party in the context of the Basic Policy)(1)

Purpose of Continuation of Anti-Takeover Measures under the Plan
As stated in 1 above, Yorozu may find it necessary to take some sort of measures against the Purchaser, but,being a listed corporation, Yorozu is of the view that the final judgment as to whether or not to sell the shares to
the Purchaser or on the pros and cons of entrusting the Purchaser to run the company should essentially be left
to the wishes of individual shareholders.
However, in order for the shareholders to make an appropriate judgment, Yorozu is of the view that as apremise to making such an appropriate judgment, they would need to fully understand the peculiar
characteristic features of Yorozu’s business as mentioned above as well as the Yorozu Group’s history, and thenproperly understand Yorozu’s enterprise value and the source of such enterprise value. In order to understandwhat sort of influence the acquisition by the Purchaser of Yorozu’s Controlling Shares may exert on Yorozu’s
enterprise value or on the source of such enterprise value, the information provided by the Purchaser alone may
well be inadequate. Yorozu is of the view that, in order to allow the shareholders to make an appropriate
judgment, it would be necessary for them to obtain the information from Yorozu’s Board of Directors which
fully understands the peculiar characteristic features of Yorozu’s business, evaluations and opinions of Yorozu’s
Board of Directors on the act of acquiring Controlling Shares or, in some cases, new proposals from Yorozu’s
Board of Directors based on said evaluations and opinions.
Therefore, Yorozu is of the view that it would be very important to secure ample time for the shareholders toanalyze and examine the multifaceted information.
From the foregoing perspectives, and in light of the abovementioned Basic Policy, Yorozu would make itpossible for the shareholders to make a proper judgment as to whether or not they should accede to theLarge-Scale Purchase of Yorozu’s Shares (defined in (2)(a) below; hereafter the same shall apply), for Yorozu’s
Board of Directors to present opinions for or against said Large-Scale Purchase or present to the shareholders abusiness plan substituting a purchase proposal or Business Plan, etc. presented by the person seeking to conduct
or currently conducting the Large-Scale Purchase of Yorozu’s Shares (hereinafter referred to as the“Large-Scale Purchaser”)(hereinafter referred to as the “Substitute Plan”), or for Yorozu’s Board of Directors to
conduct negotiations with said Large-Scale Purchaser for and on behalf of the shareholders, by seeking in
advance to be provided with the necessary information on the Large-Scale Purchase of Yorozu’s Shares andseeking to secure a period of time for consideration and examination. Yorozu has thereby reached theconclusion that it would be necessary to continue with the anti-takeover measures under the Plan as part of theapproach to prevent the decisions on Yorozu’s financial matters and business policies from being controlled byinappropriate persons in the context of the Basic Policy (specifically meaning certain specific Large-Scale
Purchasers prescribed pursuant to the established procedures of Yorozu’s Board of Directors, Co-Holder orSpecially-Related Parties and those persons who are deemed by Yorozu’s Board of Directors to be the persons
acting jointly or in cooperation with any of the aforementioned persons; hereinafter referred to as the “Persons
Falling under Exceptions”). It goes without saying that, when continuing with the anti-takeover measures under
the Plan, it would be desirable to confirm the wishes of the shareholders. For this reason, Yorozu plans toconfirm the wishes of the shareholders on whether or not the anti-takeover measures should continue under thePlan.
For the reasons stated above, Yorozu’s Board of Directors plans to confirm the wishes of the shareholders bysubmitting the proposal for approval of the continuation of the anti-takeover measures under the Plan, anddecided on May 8, 2015 to continue with the anti-takeover measures under the Plan subject to the Plan being
concurrently rescinded if an approval of the shareholders is not obtained at this Ordinary General Meeting of
Shareholders.
At this point in time, Yorozu is not aware that any specific Large-Scale Purchase of its shares being attempted.
The status of Yorozu’s major shareholders as of March 31, 2015, is as described in the “Overview of the Status
of Holding of Yorozu’s Shares” (Exhibit 1).

(2)

Content of the Plan
The specific content of the Plan is as follows. The flowchart summarizing the overview of the procedures
relating to the Plan is as described in Exhibit 2.
(a)Definition of a Large-Scale Purchase of Shares against Which Countermeasures Would Be Exercised
When an act which falls or may fall under any of items (i) through (iii) (excluding the act approved inadvance by Yorozu’s Board of Directors; hereinafter referred to as the “Large-Scale Purchase of Yorozu’s- 16 -

Shares”) is committed or is about to be committed, the countermeasures under the Plan may be exercised.
(i)

Purchase or other forms of acquisition (Note 3) of the share certificates (Note 1) in which theratio of holding of share certificates (Note 2) by a Specified Shareholder of Yorozu would beequal to or greater than 20%.

(ii)

Purchase or other forms of acquisition (Note 7) of the share certificates issued by Yorozu (Note4) in which the ratio of holding of share certificated by a Specified Shareholder (Note 5) and its
Specially-Related Parties (Note 6) would be equal to or greater than 20%.

(iii)

Irrespective of whether or not the act prescribed in (i) or (ii) above has been committed, the actof Yorozu’s Specified Shareholder establishing a relationship with Yorozu’s Other Shareholders(including cases where there are multiple such shareholders; the same shall apply in the text of(iii)) in which the Other Shareholders fall under Co-Holders of the Specified Shareholder or a
relationship (Note 9) in which one party effectively controls the other party or acts jointly or incooperation with the other party (Note 8), (limited to cases where the sum of the holding ofshare certificates issued by Yorozu and held by the Specified Shareholder and by the Other
Shareholders is equal to or greater than 20%)

(Note 1) Means the share certificates defined in Article 27-23, paragraph 1 of the Financial Instruments
and Exchange Act (hereinafter referred to as the “FIX Act”). Hereafter the same shall apply
unless otherwise prescribed.
(Note 2) Means the ratio of holding of share certificates defined in Article 27-23, paragraph 4 of the FIX
Act. Hereafter the same shall apply unless otherwise prescribed. However, for the purpose of
calculation of such ratio of holding of stock certificates, (i) the Specially-Related Parties
defined in Article 27-2, paragraph 7 of the FIX Act, and (ii) investment banks, securities
companies and other financial institutions, TOB agents for the specified shareholders, andlead-managing securities companies concluding a financial advisory contract with the Specified
Shareholder (hereinafter referred to as the “Financial Institutions under Contract”) shall bedeemed to be Co-Holders of the Specified Shareholder (meaning the Co-Holders defined in
Article 27-23, paragraph 5 of the FIX Act; hereafter the same shall apply). In addition, for the
purpose of calculation of such ratio of holding of share certificates, the aggregate number ofYorozu’s issued and outstanding shares may be based on the most recent information publishedby Yorozu.
(Note 3) Includes claims for handover of share certificates under sale/purchase or other contract andtransactions prescribed in Article 14-6 of the Order for Enforcement of the FIX Act.
(Note 4) Means the share certificates defined in Article 27-2, paragraph 1 of the FIX Act. The same shallapply in the text for (ii).
(Note 5) Means the ratio of holding of share certificates defined in Article 27-2, paragraph 8 of the FIX
Act. Hereafter the same shall apply unless otherwise prescribed. For the purpose of calculationof such ratio of holding of share certificates, the aggregate number of Yorozu’s issued shares
may be based on the most recent information published by Yorozu.
(Note 6) Means Specially-Related Parties defined in Article 27-2, paragraph 7 of the FIX Act; provided,
however, that the persons specified in item 1 of said paragraph shall exclude those persons whoare prescribed in Article 3, paragraph 2 of the Cabinet Office Order concerning Disclosure of
TOB of Share Certificates by Persons Other Than Issuer. (i) Co-Holders and (ii) Financial
Institutions under Contract shall be deemed to be the Specially-Related Parties of the Specified
Shareholder. Hereafter the same shall apply unless otherwise prescribed.
(Note 7) Include purchase and other acceptance of transfer for value (including those prescribed in
Article 6, paragraph 3 of the Order for Enforcement of the Fix Act.)(Note 8) Judgment as to whether or not the relationship in which the Specified Shareholder effectively
controls Other Shareholders or vice versa or the relationship in which one party acts jointly orin cooperation with the other exists shall be based on the formation or otherwise of a new equity
contribution relationship, a business affiliation relationship, a transactional or contractual
relationship, a concurrent executive service relationship, a financing relationship, a credit
relationship, an effective relationship of interests in Yorozu’s shares through derivatives andstock lending, or direct and indirect effect such Specified Shareholders or Other Shareholders
have on Yorozu.
(Note 9) Judgment as to whether or not the act prescribed in text (iii) has been committed shall be madeby Yorozu’s Board of Directors in accordance with the recommendations of the Independent
Advisory Committee. Yorozu’s Board of Directors may, after consulting the Independent
Advisory Committee, ask Yorozu’s shareholders to provide necessary information within the- 17 -

limits necessary for judgment on whether or not the requirements of text (iii) are fulfilled.

(b)

Submission of a Letter of Intention
Except where Yorozu’s Board of Directors otherwise permits, the Large-Scale Purchaser shall submit,
prior to commencement or execution of the Large-Scale Purchase of Yorozu’s Shares, submit to Yorozu’s
President & COO a document signed or sealed by the representative of the Large-Scale Purchaser, inform and substance prescribed by Yorozu, which would covenant to Yorozu’s Board of Directors that theLarge-Scale Purchaser would comply with the procedures prescribed in the Plan (hereinafter referred toas the “Large-Scale Purchase Rules”) and a certificate of qualification of the representative (hereinafterreferred to collectively as the “Letter of Intention”). Yorozu’s President & COO shall submit theabovementioned Letter of Intention to Yorozu’s Board of Directors and the Independent Advisory
Committee immediately upon its receipt.
In the Letter of Intention, in addition to the covenant to comply with the Large-Scale Purchase Rules, thefollowing items shall be clearly stated: Large-Scale Purchaser’s name, address or location of head officeand other offices, law governing the incorporation, name of representative, contact address in Japan, classand number of Yorozu’s share certificates currently held by the Large-Scale Purchaser, status of trading ofYorozu’s shares by the Large-Scale Purchaser during 60 days prior to submission of the Letter ofIntention, and an overview of planned Large-Scale Purchase of Yorozu’s Shares. The language to be usedin the Letter of Intention shall be limited to Japanese.
When a Letter of Intention is submitted by a Large-Scale Purchaser, Yorozu will disclose those matterswhich are deemed appropriate by its Board of Directors or the Independent Advisory Committee in atimely and appropriate manner in accordance with the applicable Laws and Regulations and the rules andregulations of Financial Instruments Exchanges.

(c)

Information Provision Demand against a Large-Scale Purchaser
Within five (5) business days (not counting the first day) from the date of receipt of the Letter of Intention
by Yorozu’s Board of Directors or the Independent Advisory Committee, the Large-Scale Purchaser shallsubmit the information specified in (1) through (12) below (hereinafter referred to collectively as the“Large-Scale Purchase Information”), together with a document covenanting that the Large-Scale
Purchaser does not fall under the category of an abusive acquirer (defined in (f) i) 2) below). Yorozu’s
Board of Directors will submit the Large-Scale Purchase Information to the Independent Advisory
Committee immediately upon its receipt.
If Yorozu’s Board of Directors or the Independent Advisory Committee finds that just on the basis of theLarge-Scale Purchase Information provided initially by the Large-Scale Purchaser, it would be difficult
for the shareholders to properly determine whether or not to accede to the Large-Scale Purchase of
Yorozu’s Shares or for Yorozu’s Board of Directors and the Independent Advisory Committee to form
opinions for or against said Large-Scale Purchase (hereinafter referred to as the “Formation of Opinions”)
or prepare a substitute plan (hereinafter referred to as the “Preparation of a Substitute Plan”) and properly
present Opinions or a Substitution Plan to the shareholders, Yorozu’s Board of Directors or the
Independent Advisory Committee shall be entitled to set a reasonable period of up to sixty (60) days fromthe date of request (not counting the first day) for additional information to the Large-Scale Purchaser(hereinafter referred to as the “Necessary Information Provision Period”), disclose to the shareholders the
specific period set and the reason why such a period is required, and then demand that the Large-Scale
Purchaser provide the additional Large-Scale Purchase Information necessary for facilitating the proper
judgment by the shareholders and the Formation of Opinions and the Preparation of a Substitute Plan by
Yorozu’s Board of Directors and the Independent Advisory Committee; provided, however, that since thespecific content of the Large-Scale Purchase Information may vary according to the content and scale of
the Large-Scale Purchase contemplated, Yorozu’s Board of Directors shall take into consideration thecontent and scale of the Large-Scale Purchase and the specific status of provision of the Large-Scale
Purchase Information, and if the information provided by the time of expiration of the Necessary
Information Provision Period is inadequate for the shareholders to make a proper judgment and for
Yorozu’s Board of Directors and the Independent Advisory Committee to come up with the Formation ofOpinions and the Preparation of a Substitute Plan, then Yorozu’s Board of Directors shall be entitled,
upon recommendations of the Independent Advisory Committee, to extend the Necessary Information
Provision Period by up to thirty (30) days, in which cases Yorozu’s Board of Directors shall value theopinions of the Independent Advisory Committee to the maximum extent possible.
If Yorozu’s Board of Directors or the Independent Advisory Committee determines that provision of
Large-Scale Purchase Information has been completed (including cases in which part of the information
demanded was not submitted but a reasonable explanation on such non-submission is given and hence
provision of Large-Scale Purchase Information may be considered to have been completed) or when the- 18 -

Necessary Information Provision Period expires, Yorozu will immediately disclose that fact to theshareholders in accordance with the applicable Laws and Regulations and the rules and regulations of the
Financial Instruments Exchanges. As described in (d) below, the Board of Directors’ Evaluation Period(defined in (d) below) shall be calculated from the day immediately following the date of said disclosure.
Furthermore, in principle, Yorozu will disclose the information that is part of the Large-Scale Purchase
Information and may be necessary for the shareholders to determine whether or not to accede to theLarge-Scale Purchase in a timely and appropriate manner at a certain appropriate time subsequent toreceipt of the initial or additionally provided Large-Scale Purchase Information pursuant to the decisionof Yorozu’s Board of Directors or the Independent Advisory Committee in accordance with the applicable
Laws and Regulations and rules and regulations of the Financial Instruments Exchanges.
The language to be used in providing the Large-Scale Purchase Information pursuant to the Large-Scale
Purchase Rules and other notices and communications to Yorozu shall be limited to Japanese.
(1)

An overview (including specific name, capital structure, equity investment ratios, financial
conditions and presence or otherwise of law violation over the past 10 years (plus an overview ofsuch law violation if present), executives’ names, brief personal histories and presence or otherwiseof law violation in the past (plus an overview of such law violation if present) of the Large-Scale
Purchaser and its group (including major shareholders or equity investors and significant
subsidiaries/affiliates, major partners and equity investors (irrespective of whether they are direct orindirect equity investors) and other constituent members, managing partners and persons
continuously performing investment advisory services if the Large-Scale Purchaser is a fund or abusiness entity involved in equity investments in such a fund; hereafter the same shall apply);(2)

The specific content and presence or absence of effectiveness in the internal control system of theLarge-Scale purchaser and its group (including the group internal control system; hereafter the same
shall apply);(3)

The status of holding of Yorozu’s share certificates, status of holding of derivatives and otherfinancial derivatives instruments against Yorozu’s share certificates or the Yorozu Group’sbusiness-related assets as underlying assets, and status of stock lending and short selling ofYorozu’s share certificates;(4)

Purpose, method and content of the Large-Scale Purchase of Yorozu’s Shares (including the classand number of share certificates being the object of the Large-Scale Purchase, type and price ofconsideration for the Large-Scale Purchase, timing for the Large-Scale Purchase, structure of
related transactions, lawfulness of the method of the Large-Scale Purchase, feasibility of theLarge-Scale Purchase and related transactions (details of terms if the Large-Scale Purchase is maderelated to certain specific terms), and the statement of a possibility that Yorozu’s share certificateswill be delisted after completion of the Large-Scale Purchase and the reason for such a possibility;
an opinion of a qualified attorney at law on the lawfulness of the method of the Large-Scale
Purchase shall be submitted);(5)

Presence or absence of communication of intent with a third party on the occasion of theLarge-Scale Purchase (including the communication of intent on performing the Important
Proposed Act, etc. to Yorozu (meaning the Important Proposed Act, etc. defined in Article 27-26,
paragraph 1 of the FIX Act; hereafter the same shall apply), and its specific aspect and content if thecommunication of intent exists;(6)

Calculation basis for consideration of the purchase related to the Large-Scale Purchase and its
calculation details (including facts and assumptions constituting the premises of calculation,
calculation method, name of calculating organ, information on said calculating organ, numericalvalue information used for calculation, amounts of synergy and dis-synergy that are expected toarise from a series of transactions relating to the Large-Scale Purchase);(7)

Specific name of the support for funding of the purchase relating to the Large-Scale Purchase(including effective providers of funds irrespective of whether they are direct or indirect providers),
procurement method, presence or absence of terms and content of execution of funding provision(including collateral after funding provision, presence or absence and content of any covenant, andspecific content of related transactions);(8)

Yorozu Group’s management policy, business plan, financial plan, funding plan, investment plan,
capital policy and dividend policy (including a plan on sale of Yorozu’s assets provision ofcollateral, and other disposition after completion of the Large-Scale Purchase) contemplated after
completion of the Large-Scale Purchase, and policies on responding to and dealing with Yorozu
Group’s officers, employees, business partners, customers, community-related persons (including
local public bodies of areas where research laboratories and factories are located) and Yorozu’s
other stakeholders;- 19 -

(9)Presence or absence of any connection with antisocial forces or terrorism-related organizations(irrespective of whether such connection is direct or indirect) and, if there is a connection, details ofsuch a connection and policy to deal with such a connection;(10) Matters subject to regulations under the domestic and foreign Laws and Regulations that may be
applied to the Large-Scale Purchase, probability of approval or permission being obtained fromdomestic or foreign governments or third parties under the Antimonopoly Act and other Laws andRegulations (a legal opinion on these matters of a qualified attorney at law shall be submitted);(11) Possibility of maintaining domestic and foreign permissions necessary for the Yorozu Group’s
management after completion of the Large-Scale Purchase, and possibility of compliance withvarious domestic and foreign Laws and Regulations; and(12) Any other information that Yorozu’s Board of Directors or the Independent Advisory Committee
may reasonably find necessary and may Letter of Intention in writing, in principle, within five (5)business days from the date of receipt by Yorozu’s Board of Directors of a flawless and appropriate
request.
(d)

Establishment of Board of Directors’ Evaluation Period etc.
In accordance with the contents of Large-Scale Purchase disclosed by the Large-Scale Purchaser,
Yorozu’s Board of Directors shall establish the following period (1) or (2) as the period for the Board of
Directors to evaluate, examine, formulate its opinion, draft alternative proposals, and negotiate with theLarge-Scale Purchaser (both periods shall start on the date following the day when the Company has
disclosed that the Board of Directors or Independent Advisory Committee judged the completion of theprovision of information on the Large-Scale Purchase or the period for providing necessary information
ended; hereinafter referred to as the “Board of Directors’ Evaluation Period”). A Large-Scale Purchaseshall be commenced only after the expiration of the Board of Directors’ Evaluation Period, unlessotherwise stated. The said Board of Directors’ Evaluation Period was established taking into consideration
the difficulty in evaluating and examining the contents of Yorozu’s business, and the degree of difficultyin formulating its opinion and drafting alternative proposals, etc.
(1)

In cases where purchase of all shares, etc. of the Company is to be done by a tender offer which
proposes cash (yen currency) as the only consideration: Sixty (60) days at maximum; or(2)

In cases where a Large-Scale Purchase other than (1) above is to take place: Ninety (90) days at
maximum.

Based on the information provided by the Large-Scale Purchaser, Yorozu’s Board of Directors shallevaluate, examine, formulate its opinion, draft alternative proposals, and negotiate with the Large-Scale
Purchaser concerning Large-Scale Purchase which is intended to protect and enhance the corporate Valueof the Company and shareholders’ common interests during the Board of Directors’ Evaluation Period.
When Yorozu’s Board of Directors takes these actions, it shall receive advice from third-party experts(financial advisors, attorneys, certified public accountants, and certified public tax accountants)
independent of the Board, if necessary. All expenses incurred shall be borne by the Company, except for
exceptional cases which are specifically deemed unreasonable.
If there are unavoidable circumstances where Yorozu’s Board of Directors is unable to initiate
countermeasures or resolves not to initiate them during the Board of Directors’ Evaluation Period because
the Independent Advisory Committee does not make recommendations listed in (f) below during theBoard of Directors’ Evaluation Period, Yorozu’s Board of Directors, in accordance with therecommendation of the Independent Advisory Committee, may extend the Board of Directors’ Evaluation
Period up to thirty (30) days (the first day of the period shall not be included in the calculation). If
Yorozu’s Board of Directors resolves to extend the Board of Directors’ Deliberation Period, the said
specific period resolved and the reasons why said specific period is necessary shall be disclosed in atimely and appropriate manner in accordance with applicable laws and regulations as well as the rules andregulations of the Financial Instruments Exchanges.
(e)Consultation with Independent Advisory Committee
At its Board of Directors’ meeting held on April 1, 2015, the Company established the Independent
Advisory Committee as an advisory organization for the Board of Directors, judging that there might beoccasions where it is appropriate to request advice of an independent advisory committee, consisting ofpeople who are independent of the management responsible for business execution of the Company, on
corporate governance, capital policy and other important management issues. When determining whether
to take countermeasures against the Large-Scale Purchase in accordance with this plan, Yorozu’s Board of
Directors shall consult with the Independent Advisory Committee in advance in order to preclude anarbitrary judgment of Yorozu’s Board of Directors for their initiation.
The Independent Advisory Committee may receive advice from third-party experts (financial advisors,
attorneys, certified public accountants, and certified public tax accountants) independent of the Board and- 20 -

the Committee, if necessary. All expenses incurred shall be borne by the Company, except for exceptional
cases which are specifically deemed unreasonable.
The Independent Advisory Committee shall be composed of three or more people who are independent of
the management of the Company: Exhibit 3 shows the names and curricula vitae of the current
Independent Advisory Committee members.
As far as this plan is concerned, the resolution of the Independent Advisory Committee shall be made byunanimous vote with the attendance of all the current Committee members in principle. Provided,
however, if an Independent Advisory Committee member has an unavoidable reasons including accident,
it shall be made by unanimous vote of all the Independent Advisory Committee members in attendance
except for the said one.
(f)

Recommendation procedures of the Independent Advisory Committee and Resolution by Yorozu’s Boardof Directors
i)Recommendations of the Independent Advisory Committee
In accordance with (1)-(4) below, the Independent Advisory Committee shall give recommendations
concerning the Large-Scale Purchase to Yorozu’s Board of Directors during the Board of Directors’
Deliberation Period.
1)

In cases where the Large-Scale Purchase Rules are not complied with
In cases where the Large-Scale Purchaser violates the Large-Scale Purchase Rules onimportant points, if the said violation is not rectified within five (5) business days (the firstday of the period shall not be included in the calculation; hereinafter referred to as the“rectification period”) after Yorozu’s Board of Directors demands in writing that the said
Large- Scale Purchaser rectifies the violation, the Independent Advisory Committee shallrecommend that Yorozu’s Board of Directors takes countermeasures against the Large-Scale
Purchase (if it is clear that the said violation is not going to be rectified, the initiation ofcountermeasures shall be recommended even before the expiration of the rectification period)
except for cases where it is clearly necessary for the protection and enhancement of thecorporate value of the Company and shareholders’ common interests not to initiate
countermeasures, or there are other specific circumstances. If such recommendations are
made, the Company shall disclose in a timely and appropriate manner the opinion of the
Independent Advisory Committee and the reasons for its opinion as well as other information
deemed appropriate in accordance with applicable laws and regulations as well as the rules
and regulations of the Financial Instruments Exchanges.
It should be noted that even after having recommended the initiation of countermeasures, if
the Large-Scale Purchase is withdrawn or there have otherwise been changes to the facts
which were the preconditions for the decision, the Independent Advisory Committee may
recommend the revocation of countermeasures, the suspension of the initiation, etc. Whensuch new recommendation is made, the Company shall also disclose in a timely andappropriate manner the opinion of the Independent Advisory Committee and the reasons for
its opinion as well as other information deemed appropriate in accordance with the applicablelaws and regulations as well as the rules and regulations of the Financial Instruments
Exchanges.

2)

In cases where the Large-Scale Purchase Rules are observed
If a Large-Scale Purchaser observes the Large-Scale Purchase Rules, the Independent
Advisory Committee shall recommend to Yorozu’s Board of Directors a non-initiation of thecountermeasures against the Large-Scale Purchase.
However, even for cases where the Large-Scale Purchase Rules are observed, if the
Independent Advisory Committee judges that the said Large-Scale Purchaser falls under anyof the following items (i) – (xi) (hereinafter collectively referred to as an “Abusive Acquirer”)
and the initiation of countermeasures would be appropriate, the Committee shall recommend
the initiation of countermeasures against such Large-Scale Purchase:(i)

In cases where despite having no intention to truly participate in management of theCompany, it purchases share certificates of the Company with the aim of selling them torelevant parties of the Company (so-called green mailers), or to acquire sharecertificates of the Company mainly for gains on short-term profit margins;(ii)

The objective of participating in the management of the Company is mainly totemporarily control the management of the Company in order to transfer intellectual
property rights, know-how, confidential business information, major counter-parts andcustomers etc. to the Large-Scale Purchaser or its group companies etc.;- 21 -

(iii) In cases where it acquires share certificates of the Company so that after gaining control
over management of the Company, it will divert assets of the Company to collateral orfunds for repayment of the said Large-Scale Purchaser or its group companies etc.
(iv) In cases where the objective of participating in the management of the Company ismainly to temporarily control the management of the Company in order to dispose of,by selling etc., valuable assets such as properties and securities so that high dividends
are paid temporarily with the gains of such disposals, or shares will be bought at highprices upon a rapid rise of stock prices due to temporary high dividends;(v)

In cases where without particularly showing interest or being involved in the
management of the Company, after the acquisition of shares of the Company, it intends,
with various measures, to have gains on sales by reselling shares of the Company to theCompany or third parties mostly in the short- and medium- term, and ultimately,
considering the disposal of assets of the Company in the pursuit of its own profit by anymeans;(vi) In cases where the conditions proposed by the Large-Scale Purchaser for acquiring
shares of the Company etc. (including but not limited to types of purchase prices, prices
and calculation basis, contents, timing, methods, existence or non-existence of illegality,and feasibility) are judged insufficient or inappropriate for the enterprise value of theCompany by reasonable grounds;(vii) In cases where the methods proposed by the Large-Scale Purchaser for the purchase areoppressive ones for the purchase, represented by two-tier tender offers (executing
purchases of shares, such as tender offers, whereby all shares are not purchased in theinitial purchase, and disadvantageous purchase terms are set, the purchase terms are notmade explicitly clear, or concerns arise about future marketability of the Company by
the delisting etc. in the second stage; and as a result shareholders may essentially beforced to accept tender offers), and partial tender offers (tender offers not to purchase all
shares of the Company, but only part of them)—which structurally restrict theopportunities or freedom of shareholders to decide;(viii) In cases where it is judged with reasonable grounds that the acquisition of control by theLarge-Scale Purchaser will destroy or damage the relationship not only withshareholders but also with those who contribute to common interests of shareholders,and as a result, common interests of shareholders are expected to be damaged
substantially or the protection and enhancement of common interests of shareholders arelikely to be substantially hampered; or it is judged that the enterprise value of theCompany in the case of the Large-Scale Purchaser’s acquisition of control will beclearly inferior to the cases of its non-acquisition;(ix) In cases where it is judged with reasonable grounds that the Large-Scale Purchaser is
not appropriate as the controlling shareholder of the Company because anti-social forces
or those related to terrorism-related organizations are included in the management,
major shareholders or equity investors of the Large-Scale Purchaser and so on;(x)

In cases where the acquisition of control by the Large-Scale Purchaser itself will
substantially damage the enterprise value of the Company, by for example losing
important counterparties of the Company; or(xi) In cases where other than the above cases (i) – (x), it is judged that the enterprise valueof the Company or common interests of shareholders will be substantially damaged.
Procedures for disclosure concerning such recommendations and the subsequent newrecommendations shall be in accordance with those in 1) above.
3)

Recommendation by the Independent Advisory Committee for the confirmation ofshareholders’ intent
The Independent Advisory Committee may recommend that Yorozu’s Board of Directors
confirms shareholders’ intent in the form of a vote about the need and contents of theinitiation of countermeasures against the Large-Scale Purchase at the general meeting ofshareholders
If such a recommendation is made, the Company shall disclose the matters deemed
appropriate by Yorozu’s Board of Directors in a timely and appropriate manner in accordancewith the applicable laws and regulations as well as the rules and regulations of the Financial
Instruments Exchanges.
It should be noted that even after having recommended that Yorozu’s Board of Directors- 22 -

confirms shareholders’ intent, if the Large-Scale Purchase is withdrawn or there haveotherwise been changes to the facts which were the preconditions for the decision, theIndependent Advisory Committee may newly recommend the revocation of countermeasures,the suspension of the initiation, etc.
When such a new recommendation is made, the Company shall also disclose in a timely andappropriate manner the opinion of the Independent Advisory Committee and the reasons for
its opinion, and other information deemed appropriate in accordance with applicable laws andregulations as well as rules and regulations of Financial Instruments Exchanges.
4)

Other recommendations etc. by the Independent Advisory Committee
In addition to the above, the Independent Advisory Committee may give Yorozu’s Board of
Directors recommendations deemed appropriate from the viewpoint of maximizing theenterprise value of the Company or common interests of shareholders as appropriate. The
Independent Advisory Committee may also recommend that Yorozu’s Board of Directors
cancels countermeasures or suspends their initiation.
Procedures for the disclosure of such recommendations and the subsequent newrecommendations shall be in accordance with those in 1) above.
ii) Resolution by Yorozu’s Board of Directors
Unless there are some extraordinary circumstances which clearly run counter to the Duty of
Due Care of a Prudent Manager as Director, Yorozu’s Board of Directors, while respecting therecommendations of the Independent Advisory Committee to the maximum extent, shall makethe initiation or non-initiation of countermeasures, convocation of necessary resolutions andother necessary resolution by the methods stated in iii) below.
Moreover, it should be noted that even after the Independent Advisory Committee
recommends that Yorozu’s Board of Directors initiates countermeasures, if the Large-Scale
Purchase is withdrawn or there have otherwise been changes in the facts which were thepreconditions for the decision, the Yorozu’s Board of Directors may decide on thecancellation of the initiation of countermeasures, etc.
When such a resolution is made, the Company shall disclose in a timely and appropriatemanner the opinion of Yorozu’s Board of Directors and the reasons for its opinion, and otherinformation deemed appropriate in accordance with the applicable laws and regulations aswell as the rules and regulations of the Financial Instruments Exchanges.
iii) Convocation of Yorozu’s General Meeting of Shareholders
Yorozu’s Board of Directors shall convene Yorozu’s General Meeting of Shareholders as soon
as possible if it decides to hold Yorozu’s General Meeting of Shareholders to vote about theinitiation of countermeasures under the Plan. In this case, a Large-Scale Purchase shall be
executed after the disapproval of the proposal to initiate countermeasures at Yorozu’s General
Meeting of Shareholders and its conclusion. If the proposal to initiate countermeasures under
the Plan is approved, Yorozu’s Board of Directors shall resolve to initiate countermeasures
under the Plan against the said Large-Scale Purchase. If the proposal to initiate
countermeasures under the Plan is disapproved at the said General Meeting of Shareholders,countermeasures under the Plan shall not be initiated against the said Large-Scale Purchase.
Even when convocation procedures are started for the said General Meeting of Shareholders,if subsequently Yorozu’s Board of Directors resolves to not initiate countermeasures, or it isdecided that it is appropriate for Yorozu’s Board of Directors to resolve to initiate
countermeasures, the Company may cancel the convocation procedures for Yorozu’s General
Meeting of Shareholders. When such a resolution is made, the Company shall also disclose ina timely and appropriate manner the opinion of Yorozu’s Board of Directors and the reasonsfor its opinion, and other information deemed appropriate in accordance with the applicablelaws and regulations as well as the rules and the regulations of Financial Instruments
Exchanges.

(g)Changes of Large-Scale Purchases Information
In accordance with the provisions in (c) above, after the Company decides to have finished providing
information on the Large-Scale Purchase, if Yorozu’s Board of Directors or Independent Advisory
Committee judges that important changes have been made by the Large-Scale Purchaser to theinformation on the said Large-Scale Purchase by disclosing the same in a timely and appropriate mannerand its reasons, and other information deemed appropriate in accordance with the applicable laws andregulations as well as the rules and regulations of the Financial Instruments Exchanges and procedures- 23 -

under the Plan concerning the Large-Scale Purchase based on previous information on the Large-Scale
Purchase (hereinafter referred to as the “Pre-Change Large-Scale Purchase”) shall be cancelled; and theLarge-Scale Purchase based on the information after the change on the Large-Scale Purchase shall betreated as another Large-Scale Purchase from the previous one, and new procedures under the Plan shallbe applied to it.
(h)Specific Contents of Countermeasures
The countermeasures to be initiated by the Company under the Plan against the Large-Scale Purchase are
expected to be those by Allotment of Subscription Rights without Contribution under Article 277 andsubsequently of the Companies Act (hereinafter the allotted subscription rights are referred to as the“Share Subscription Rights”). Provided, however, if it is judged appropriate to initiate other measures
recognized as falling under the mandate of the Board of Directors by the Companies Act or other Laws
and Regulations as well as the Articles of Incorporation of the Company, said measures may be taken.
While Exhibit 4 shows the outline of the Allotment of Share Subscription Rights without Contribution asa counter-measure against the Large-Scale Purchase, when the Allotment of Share Subscription Rights is
implemented in practice, the exercise period, exercise conditions, acquisition clauses etc. take into
consideration the effect of the counter-measure against the Large-Scale Purchase, including theacquisition clause stipulating (i) exercise conditions which will not allow the exercise of rights by those
who fall under the categories of exceptional matters; or (ii) conditions for the exercise that the Company
may only acquire said Share Subscription Rights of those with Share Subscription Rights other than those
who fall under the categories of exceptional matters.
The Company may make shelf registration concerning the Share Subscription Rights with the resolutionof Yorozu’s Board of Directors, in order to enable flexible Allotment of Share Subscription Rights.

4.

Term of Validity of the Plan and its Continuation, Abolishment and Changes
On continuing the Anti-Takeover Measures by the Plan, the Company shall submit a proposal for approval
concerning the continuation of the Anti-Takeover Measures by the Plan to this Ordinary General Meeting of
Shareholders, in order to have an opportunity to appropriately reflect the intention of shareholders.
The Term of Validity of the Plan shall be from the point in time when a proposal for approval concerning thecontinuation of the Anti-Takeover Measures by the Plan is approved at the conclusion of the first Board of Directors’
meeting to be held after the last Ordinary General Meeting of Shareholders which ends within three years from theconclusion of this Ordinary General Meeting of Shareholders. Provided, however, if at the conclusion of the said
Board of Directors’ meeting, there are persons, stipulated by the Independent Advisory Committee, who are engaging
in or intend to engage in a Large-Scale Purchase, the Plan shall continue to be applied in relation to the action being
taken or intended to be taken after the conclusion of the above Board of Directors’ meeting. However, even before theexpiration of the Term of Validity, the Plan shall be abolished when: (1) a proposal to abolish the Plan is approved at
Yorozu’s General Meeting of Shareholders; or (2) a resolution to abolish the Plan is made at a meeting of Yorozu’s
Board of Directors. Moreover, since the terms of office for Directors of the Company is one (1) year, it is possible toconfirm the intent of shareholders concerning the continuation or abolition of the Plan through the exercise of voting
rights concerning a proposal for the selection of Directors at Yorozu’s Ordinary General Meeting of Shareholders. If a
proposal for approval concerning the continuation of the Anti-Takeover Measures by the Plan is not approved byshareholders, the Plan shall be abolished immediately.
From this year onward, the pros and cons of the continuation of, abolishment of or changes to the Plan shall be
examined at the first meeting of Yorozu’s Board of Directors to be held after Yorozu’s Ordinary General Meeting of
Shareholders; and required resolutions shall be made, if necessary.
Moreover, there are cases where the Company revises or changes the Plan, with the approval of the Independent
Advisory Committee, to the extent deemed reasonably necessary due to the revision of Laws and Regulations, and therules and regulations of the Financial Instruments Exchanges; changes in their interpretation and implementation; orchanges in the tax system, judicial precedents etc. Provided, however, when making important changes to thecontents of the Plan, in order to have an opportunity to appropriately reflect the intent of shareholders, the Company
shall submit to Yorozu’s General Meeting of Shareholders a proposal for approval concerning the introduction of thePlan after the change; the Plan after the change shall take effect on condition of shareholders’ approval.
When a resolution for abolition, changes etc. of the Plan is approved, the Company shall disclose in a timely andappropriate manner matters deemed appropriate by Yorozu’s Board of Directors in accordance with applicable laws
and regulations as well as rules and regulations of the Financial Instruments Exchanges.

5.

Impact on Shareholders and Investors(1)

The Plan’s impact on shareholders and investors at the time of its taking effect
Share Subscription Rights themselves are not issued when the Plan takes effect. As a result, the Plan shall not- 24 -

have a direct and concrete effect on the rights and economic interests of shareholders and investors when thePlan takes effect.
(2)

Impact on shareholders and investors at the time of providing Share Subscription Rights without Contribution
While there are cases where Yorozu’s Board of Directors takes countermeasures against Large-Scale Purchasewith the aim of ensuring and improving enterprise value or shareholders’ common interests, it is not envisaged
to have a direct and concrete impact on statutory rights and economic interests of shareholders and investors,
because due to the structure of the expected countermeasures, at the time of issuing Share Subscription Rights,
despite dilution of value per share possessed by shareholders, dilution of value for all the shares of theCompany possessed by shareholders does not occur.
Provided, however, if Anti-Takeover Measures are initiated, there is a possibility that there will consequently be
an impact on the statutory rights or economic interests of Persons Falling under Exceptions.
Moreover, in cases where Allotment of Share Subscription Rights without contribution is resolved as a countermeasure, and after shareholders to receive Share Subscription Rights without Contribution are determined, if
the Company cancels the Allotment of Share Subscription Rights without Contribution or acquires withoutcompensation Share Subscription Rights allotted without contribution, dilution of value per share of theCompany shall not occur; and therefore, there is a possibility that investors who have performed transactions
assuming that dilution of value per share of the Company will occur will suffer from corresponding damages
due to changes in stock prices.
Moreover, regarding procedures for the exercise and acquisition of allotted Share Subscription Rights without
Contribution, procedures concerning shareholders are as follows:
If Yorozu’s Board of Directors resolves to allot Share Subscription Rights without Contribution, the Company
shall set the record date for the allotment of Share Subscription Rights, and allot Share Subscription Rights
according to the number of owned shares to the shareholders who are written or recorded on the last list ofshareholders on the said record date. The Company shall send the shareholders whose names are written orrecorded on the last list of shareholders on the said record date the request form for exercising Share
Subscription Rights. (It should be in the form specified by the Company, which may include wording to theeffect that shareholders themselves pledge to be not Persons Falling under Exceptions, and if such a pledge
includes a false statement, the allotted common stock of the Company shall be returned immediately.) By
paying one (1) yen per Subscription Right and submitting the required documents stipulated separately by
Yorozu’s Board of Directors, one Yorozu common stock shall be issued for one Subscription Right; provided,
however, that there are cases where Persons Falling under Exceptions cannot exercise Share Subscription
Rights.
On the other hand, in cases where mandatory repurchase of Share Subscription Rights is attached to Share
Subscription Rights, and the Company acquires the Share Subscription Rights, shareholders shall, without
paying the equivalent of the Exercise price, receive Yorozu’s common stock as consideration for the acquisitionby the Company of Share Subscription Rights. (Please be advised that in this case, shareholders may berequired to submit documents stating the language to the effect that shareholders themselves pledge that they
are not Persons Falling under Exceptions etc., and if such a pledge includes a false statement, they would return
Yorozu’s allotted common shares immediately, in addition to the document for personal identification and theone describing the information on the account for the transfer of Yorozu’s common stock.) Provided, however,as stated above, for Persons Falling under Exceptions, Share Subscription Rights owned by them may not
become subjects of acquisition.
Details of these procedures shall be disclosed in a timely and appropriate manner in accordance with applicablelaws and regulations, as well as the rules and regulations of the Financial Instruments Exchanges when theseprocedures are required in practice; please confirm the said contents.

6.

Rationality of the PlanAs shown below, the Plan meets the three principles 1) Principle of protecting and enhancing enterprise value andshareholders’ common interests; 2) Principle of prior disclosure and the principle of shareholders’ intent; and 3)
Principle of ensuring necessity and reasonableness stipulated in the “Guidelines Regarding Takeover Defense for the
Purposes of Protection and Enhancement of Corporate Value and Shareholders’ Common Interests” published by the
Ministry of Economy, Trade and Industry and the Ministry of justice on May 27, 2005. In addition, it has highrationality, taking into account “Takeover Defense Measures in Light of Recent Environmental Changes” publishedby Corporate Value Study Group on June 30, 2008; “Principle 1.5 Anti-Takeover Measures” in “Japan’s Corporate
Governance Code [Final Proposal]: Seeking Sustainable Corporate Growth and Increased Corporate Value over theMid- to Long-Term” published by The Council of Experts Concerning the Corporate Governance Code on March 5,2015; and other practices and discussions on anti-takeover measures.
(1)

Protection and enhancement of enterprise value or shareholders’ common interests
As stated in 3 (1) above, the Plan makes it possible—by requiring Large-Scale Purchasers to provide in advancenecessary information concerning the Large-Scale Purchase and ensure the period for consideration and- 25 -

negotiation—that shareholders decide appropriately whether or not to accept the said Large-Scale Purchase;
Yorozu’s Board of Directors provides its opinion (disapproval or disapproval) as well as substitute plans; or it
negotiates with the Large-Scale Purchasers on behalf of shareholders; therefore, it should continue with somechanges with the objective of protecting and enhancing enterprise value of the Company and common interestsof its shareholders.
(2)

Prior disclosure
The Company shall disclose the Plan in order to increase predictability for shareholders, investors andLarge-Scale Purchasers, as well as ensure appropriate opportunities for selection for shareholders.
Moreover, going forward, the Company will disclose in a timely and appropriate manner in accordance with theapplicable laws and regulations, and the rules and regulations of the Financial Instrument Exchange.

(3)

Giving importance to shareholders’ intent
The Company shall confirm shareholders’ intent by submitting for approval a proposal concerning thecontinuation of Anti-Takeover measures of the Plan at this Ordinary General Meeting of Shareholders. Ifshareholders do not approve, the Plan will be abolished. As stated above, if a proposal to the effect ofabolishing the Plan at Yorozu’s General Meeting of Shareholders is approved, the Plan shall be abolished at thatpoint in time, leaving its existence at the will of shareholders.

(4)

Acquisition of outside experts’ opinion
As stated in 3(2)(d) above, when Yorozu’s Board of Directors evaluates, examines, formation of opinions, andpreparation of Substitute Plan concerning a Large-Scale Purchase, and negotiates with the Large-Scale
Purchaser, it shall receive advice from third-party experts (financial advisors, attorneys, certified public
accountants, and certified public tax accountants) independent of the Board, if necessary. This process will
ensure the objectivity and rationality of the judgment by Yorozu’s Board of Directors.

(5)

Consultation with the Independent Advisory Board
As stated in 3(2)(e) above, the Company shall utilize the existing Independent Advisory Committee in order toensure necessity and reasonableness, at the same time to prevent managers from abusing the Plan for theirself-protection. When Yorozu’s Board of Directors initiates countermeasures, it shall respect therecommendation of the Independent Committee to the maximum extent in order to ensure the fairness of its
judgment and to preclude arbitrary judgment of the Board. Moreover, the Independent Advisory Committee
may receive advice from third-party experts (financial advisors, attorneys, certified public accountants, andcertified public tax accountants) independent of the Board and the Committee, if necessary. This process will
ensure the objectivity and rationality of the judgment of the Independent Advisory Committee on its
recommendations.

(6)

Not Dead-Hand Feature or Slow-Hand Feature among the Anti-Takeover Measures
As stated in 4 above, since it can be abolished at any time by Yorozu’s General Meeting of Shareholders or the
Board of Directors composed of Directors selected by General Meeting of Shareholders, the Plan is not theso-called Dead-Hand Feature among the Anti-Takeover Measures (which cannot be prevented even bychanging the majority of the members of the Board of Directors) or Slow-Hand Feature among theAnti-Takeover Measures (which requires time to prevent initiation as the members of the Board of Directors
cannot be changed all at once).

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(Exhibit 1)
Overview of the Status of Holding of Yorozu’s Shares (as of March 31, 2015)
1.

2.

3.

Total Number of Shares
Type

Number of Total Shares Authorized (Shares)

Ordinary shares

64,000,000

Total

64,000,000

Issued and outstanding shares
Type

Total Number of Issued andOutstanding Shares

Listing Financial
Instruments Exchange

Details

Ordinary shares

25,055,636 sharesFirst Section, Tokyo Stock
Exchange

Number of sharesconstituting one trading unit
is 100 shares.

Major Shareholders
Number of Shares Owned(1,000 shares)

Name

Ownership Ratio (%)

Japan Trustee Services Bank, Ltd. (trust account)

2,624

10.59

Reno

1,692

6.83

BBH FOR FIDELITY PURITAN TR: FIDELITY SR INTRINSICOPPORTUNITIES FUND

1,495

6.04

C&I Holdings Co., Ltd.

1,302

5.26

Shido Holdings Co., Ltd.

883

3.57

JFE Steel Corporation

843

3.40

Mizuho Bank, Ltd.

842

3.40

The Bank of Yokohama, Ltd.

842

3.40

Suzuki Motor Corporation

800

3.23

Mitsubishi UFJ Trust and Banking Corporation

682

2.75

Notes 1: Number of shares owned less than one thousand has been rounded down, and ownership ratio has been rounded
off.
2: The Company owns 285,000 treasury shares, but ownership ratio has been calculated by deducting treasury
shares from total number of issued and outstanding shares.

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(Exhibit 2)
Procedures of the Plan

Emergence of Large-Scale Purchasers

Compliance with Large-Scale
Purchase Rules

Non-Compliance with Large-Scale
Purchase Rules

Independent Advisory Committee

Independent Advisory Committee

Recommendations not tostart countermeasures as arule, but recommendations
to do so in case of abusive
purchasers
Board of Directors

Board of Directors

Shareholders
Meeting

Shareholders
Meeting

Non-Implementation/Suspension ofCountermeasures*

Recommendations tostart countermeasures
as a rule

Implementation of Countermeasures

Exhibit 2 indicates the outline of the procedures of the plan. For further details, please see the text.

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(Exhibit 3)
Names and Profiles of Independent Advisory Committee Members
Name
(DOB)

Masaharu Hino
(January 9, 1936)

Hidenori Nakagawa(November 20, 1967)

Toshinaga Koizumi(January 28, 1943)

Misuzu Mizuno(August 11, 1951)

Keiko Yoshida(January 26, 1954)*

ProfileApr. 1961

Appointed as prosecutor

Jul. 1993

Head of the Public Safety Department of the Supreme Public Prosecutors OfficeNov. 1994

Director General, Research and Training Institute of the Ministry of JusticeJun. 1996

Superintending Prosecutor, Sendai High Public Prosecutors OfficeFeb. 1997

Superintending Prosecutor, Nagoya High Public Prosecutors OfficeJun. 1998

Commissioner, Financial Supervisory Agency

Jul. 2000

Commissioner, Financial Services Agency

Jan. 2001

Advisor, Financial Services Agency (until June 2002)

Feb. 2001

Certified as an attorney, opened Masaharu Hino Law Office

Apr. 1992

Certified as an attorney, Nagashima & Ohno Law Office

Sep. 1997

Kirkland & Ellis LLP

Apr. 1998

Qualified as a lawyer in the State of New York

Sep. 1999

Merrill Lynch Securities, Tokyo Branch

Apr. 2003

Seconded to UFJ Strategic Partner Co., Ltd.

Aug. 2004

Partner, TMI Associates

Apr. 1965

The Industrial Bank of Japan, Limited

Jun. 1996

Managing Director of the Bank

Jun. 1997

Managing Director, Nissan Motor Co., Ltd.

Jul. 2000

Auditor, Kowa Real Estate Co., Ltd.

Jun. 2001

Vice President & Representative Director, Riken Corporation

Jun. 2003

President & Representative Director, Riken Corporation

Jun. 2009

Chairman & Representative Director, Riken Corporation

Jun. 2013

Special Advisor, Riken Corporation

Apr. 1979

Appointed as a prosecutor

Jul. 1991

Prosecutor, Special Investigation Department of the Tokyo District Public
Prosecutors Office

Jul. 1995

Instructor, First Training Department of the Research and Training Institute of
the Ministry of JusticeApr. 1999

Head of the Criminal Investigations Department of the Sendai District Public
Prosecutors Office

Dec. 2006

Prosecutor, Supreme Public Prosecutors OfficeJun. 2007

Chief Prosecutor, Kofu District Public Prosecutors OfficeJan. 2009

Prosecutor, Supreme Public Prosecutors Office

Aug. 2014

Retired from officeJun. 2015

Outside director of the Company (expected)

Nov. 1978

Showa Audit Corporation (currently Ernst & Young ShinNihon LLC)

Apr. 1982

Registered as a certified public accountant

Dec. 1992

Registered as a tax accountant

May 1993

Opened Shibakaikeijimusho (certified public accountant/tax accountant office)Jun. 2015

Outside director of the Company (expected)

Between the independent advisory committee members and their organizations and the Company, there is no payment or
receipt of money except for compensation as a member of the independent advisory committee (including, however,compensations as outside directors when Misuzu Mizuno and Keiko Yoshida are elected as outside directors).

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(Exhibit 4)
Outline of Gratis Issue of Share Acquisition Rights
1.

Target shareholders
One share acquisition right will be allocated without contribution for one share owned by the shareholders who arelisted or recorded on the final shareholders list on the record date separately designated by the Board of Directors(excluding the Company’s common shares owned by the Company).

2.

Number of shares to be granted upon the exercise of share acquisition rights
The type of the shares to be delivered upon the exercise of share acquisition rights will be common shares of theCompany, and the number of the common shares to be granted by exercising the share acquisition rights will be one.

3.

Effective date of gratis issue of share acquisition rights
The effective date will be designated separately at Yorozu’s Board of Directors.

4.

Amount of assets contributed upon exercise of share acquisition rights
The objective of investment upon the exercise of share acquisition rights will be money, and the value of one
common share of Yorozu, which is the assets to be invested upon the exercise of share option rights, will be one yen.

5.

Restrictions on transfer of share acquisition rights
Any acquisition by transfer of share acquisition rights shall require approval of Yorozu’s Board of Directors.

6.

Conditions for exercise of share acquisition rights
Conditions to exercise share acquisition rights shall be separately specified by Yorozu’s Board of Directors(conditions to exercise the rights may be attached considering the effectiveness of countermeasures against
large-scale purchases, such as conditions for exercise that any exercise of the rights by certain large-scale purchasers
provided in accordance with the prescribed procedures by Yorozu’s Board of Directors and their co-holders,specially-related parties, and those who are approved by Yorozu’s Board as being under effective control by thesepeople and acting in cooperation with or in collaboration with them (hereinafter referred to as “Persons Falling under
Exceptions”) will not be permitted).

7.

Acquisition of share acquisition rights by the Yorozu
Acquisition provisions may be attached in consideration of the effectiveness as countermeasures against large-scalepurchases, such as acquisition provisions that Yorozu can acquire all of the share acquisition rights or the rights only
owned by those but subject to exceptional reasons in accordance with the decisions of Yorozu’s Board of Directors,
subject to either the arrival of the day when large-scale purchasers violate the large-scale purchase rules and theoccurrence of other certain reasons, or the arrival of the day when Yorozu’s Board of Directors has separately
specified.

8.

Reasons for free acquisition of share acquisition rights (Reasons for eliminating countermeasures)
When any one of the following reasons occurs, Yorozu may acquire all share acquisition rights without consideration.
(a)When an acquisition offer by a large-scale purchaser is approved by ordinary resolution at Yorozu’s Board of
Directors,

9.

(b)

When a unanimous decision is reached at the independent advisory committee, and(c)

When Yorozu’s Board of Directors decides separately.

Exercise period for share acquisition rights
The exercise period and other necessary issues for share acquisition rights shall be specified separately at Yorozu’s
Board of Directors in consideration of the effectiveness as countermeasures against large-scale purchases.

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