Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 3104)
June 7, 2017
To Shareholders with Voting Rights:
Mitsuo Nakano
Representative Director & President
Fujibo Holdings, Inc.
1-18-12 Ningyocyo, Nihonbashi, Chuo-ku,
Tokyo, JapanNOTICE OF CONVOCATION OF
THE 197TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 197th Annual General Meeting of Shareholders of Fujibo Holdings,
Inc. (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing or via the Internet.
Please review the attached Reference Documents for the General Meeting of Shareholders, indicate your votefor or against the proposals on the enclosed Voting Rights Exercise Form and return it, or enter your vote foror against the proposals via the Internet, by 5:30 p.m. on Wednesday, June 28, 2017, Japan time.
1. Date and Time:Thursday, June 29, 2017 at 10:00 a.m. Japan time

2. Place:

10F, Kokusai Fashion Center Building (KFC Room 101 to 103)
1-6-1 Yokoami, Sumida-ku, Tokyo

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
197th Fiscal Year (April 1, 2016 - March 31, 2017) and results of audits by
the Accounting Auditor and the Board of Auditors of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 197th Fiscal Year
(April 1, 2016 - March 31, 2017)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Eight Directors
Proposal 2:
Continuation of the Policy against Large-scale Purchases of Shares in the
Proposal 3:Company (Anti-takeover Measures)-1-

4. Matters regarding the Convocation(1) If voting rights are exercised both in writing and via the Internet, the voting rights exercised via theInternet shall be deemed valid.
(2) If voting rights are exercised multiple times via the Internet, the most recent voting rights exercised shallbe deemed valid.
•••

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk.
Pursuant to laws and regulations and Article 15 of the Company’s Articles of Incorporation, thefollowing items are posted on the Company’s website (http://www.fujibo.co.jp/) and are notprovided in the Appendix to this Notice.
1) Notes to Consolidated Financial Statements
2) Notes to Non-consolidated Financial Statements
Additionally, the Notes to Consolidated Financial Statements and Notes to Non-consolidated
Financial Statements are part of the Consolidated Financial Statements and Non-consolidated
Financial Statements that were used by the Auditors and the Accounting Auditor for the
preparation of the Auditor’s Report and the Accounting Auditor’s Report, respectively.
Should the Reference Documents for the General Meeting of Shareholders, Business Report,
Consolidated Financial Statements, and Non-consolidated Financial Statements require revisions,the revised versions will be posted on the Company’s website (http://www.fujibo.co.jp/).

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company considers the return of profits to shareholders its most important management issue, and incomprehensive consideration of factors such as the management environment and business results, strives to
distribute stable dividends over the long term.
Based on the above policy, the Company proposes the following as a year-end dividend for the fiscal year
under review.
Items Related to the Year-end Dividend(1) Type of dividend property
Cash(2) Items related to the allocation of dividend property to shareholders and its total amount
90 yen per common share
Total of 1,029,541,140 yen(3) Effective date of the distribution of surplus
June 30, 2017-3-

Proposal 2:

Election of Eight Directors

The terms of office of all seven Directors will expire at the conclusion of this year’s Annual General
Meeting of Shareholders. Accordingly, with the intent of strengthening management supervision functions,the number of Outside Directors will be increased by one person, thereby propose the election of eight
Directors, including three Outside Directors.
The candidates for Director are as follows:
No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1973
November 1998
June 2002

1

2

Number ofshares of theCompany held

Joined the Company
General Manager, Functional Materials Department
General Manager, Functional Products Business Department andGeneral Manager, Function Products Department
February 2004
General Manager, Functional Products Business Department
Director and General Manager, Functional Products Business
June 2004
Mitsuo Nakano
Department
18,300(February 23, 1951) May 2005
Director; Representative Director & President, Yanai Chemical
Industry Co., Ltd.
Director and Executive Officer, the Company; Representative
June 2005
Director & President, Yanai Chemical Industry Co., Ltd.
May 2006
Representative Director & President, Executive President, theCompany
To the present[Reason for nomination as candidate for Director]
Subsequent to serving as Representative Director & President at a business subsidiary, Mr. Mitsuo Nakano has served as
Representative Director & President of the Company since May 2006. As he possesses a wealth of experience and broad
insight regarding the Group’s business and corporate management, the Company has judged that he is suited for the positionof the Company’s Director, and has thus designated him as a candidate.
Joined the Company
April 1980
Representative Director & President, Fujibo Ehime Co., Ltd.
May 2007
Executive Officer, the Company; Representative Director &June 2007
President, Fujibo Ehime Co., Ltd.
Director and Executive Officer, the Company; Representative
June 2010
Director & President, Fujibo Ehime Co., Ltd.
Director and Senior Executive Officer, the Company;
June 2011
Representative Director & President, Fujibo Ehime Co., Ltd.
Director and Managing Executive Officer, the Company;
June 2013
Representative Director & President, Fujibo Ehime Co., Ltd.
Takao Aoki
7,300
June 2014
Representative Director and Senior Managing Executive(January 2, 1956)
Officer, the Company; Representative Director & President,
Fujibo Ehime Co., Ltd.
Representative Director and Senior Managing Executive Officer,
October 2015
the Company; Representative Director & President, Yanai
Chemical Industry Co., Ltd.
Representative Director and Senior Managing Executive Officer,
January 2017
the Company
To the present(Current responsibilities)
Polishing Pad Business and Chemical Industrial Product Business Control[Reason for nomination as candidate for Director]
Mr. Takao Aoki has successively held posts as Representative Director & President at a business subsidiary, and has served
as Representative Director of the Company since June 2014. As he possesses a wealth of experience and broad insight
regarding the Group’s business and corporate management, the Company has judged that he is suited for the position of theCompany’s Director, and has thus designated him as a candidate.

-4-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1979

3

4

Number ofshares of theCompany held

Joined The Mitsubishi Bank, Ltd. (currently The Bank ofTokyo-Mitsubishi UFJ, Ltd.)May 2003
General Manager, Asakusabashi Branch, The Bank ofTokyo-Mitsubishi, Ltd. (currently The Bank ofTokyo-Mitsubishi UFJ, Ltd.)May 2005
General Manager, Jinbocho Branch
January 2006
General Manager, Jinbocho Branch, The Bank ofTokyo-Mitsubishi UFJ, Ltd.
May 2007General Manager, Yanagibashi Branch
June 2009
Representative Director and Managing Director, Mitsubishi UFJ
Kazushi Yoshida
Capital Co., Ltd.
2,500
(April 1, 1957)
April 2012
Representative Director, Managing Director, and Managing
Executive Officer
July 2012
Advisor, the Company
October 2012
Executive Officer
June 2013
Director and Senior Executive Officer
June 2014
Director and Managing Executive Officer
June 2016
Director and Senior Managing Executive Officer
To the present(Current responsibilities)
Responsible for Corporate Planning, Finance and Accounting, IR, and Risk
Management[Reason for nomination as candidate for Director]
After serving in important positions at financial institutions, Mr. Kazushi Yoshida has served as Director of the Company
since June 2013. As he possesses a wealth of experience and broad insight regarding the Group’s business and corporate
management, the Company has judged that he is a person suited for the position of the Company’s Director, and has thus
designated him as a candidate.
April 1980
Joined the Company
May 2011
Director and Executive Vice President, Fujibo Ehime Co., Ltd.
June 2011
Executive Officer, the Company; Director and Executive Vice
President, Fujibo Ehime Co., Ltd.
June 2013
Senior Executive Officer, the Company; Director and Executive
Vice President, Fujibo Ehime Co., Ltd.
*Katsushi Kihara
October 2015
Senior Executive Officer, the Company; Representative Director
4,600(March 6, 1958)& President, Fujibo Ehime Co., Ltd.
To the present(Current responsibilities)
Responsible for Intellectual Property and Facilities Administration(Significant concurrent positions)Representative Director & President, Fujibo Ehime Co., Ltd.
[Reason for nomination as candidate for Director]
While serving as Representative Director & President of a business subsidiary, Mr. Katsushi Kihara has served as Senior
Executive Officer of the Company since June 2013. As he possesses a wealth of experience and broad insight regarding theGroup’s business and corporate management, the Company has judged that he is a person suited for the position of theCompany’s Director, and has thus designated him as a candidate.

-5-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1982
June 2009

5

6

Number ofshares of theCompany held

Joined the Company
Executive Officer, the Company; Representative Director &President, Fujibo Kozakai, Inc.
October 2009
Executive Officer, the Company; Representative Director &President, Fujibo Textile, Inc.
May 2014
Executive Officer, the Company; Representative Director &President, Yanai Chemical Industry Co., Ltd.
June 2014
Senior Executive Officer, the Company; Representative Director& President, Yanai Chemical Industry Co., Ltd.
October 2015
Senior Executive Officer, the Company; Representative Director& President, Fujibo Textile, Inc.
*Toshifumi Fujioka April 2016
Senior Executive Officer, the Company; Representative Director
4,800(January 8, 1958)& President, Fujibo Textile, Inc.; Representative Director &President, Angle Co., Ltd.
January 2017
Senior Executive Officer, the Company; Representative Director& President, Angle Co., Ltd.; Representative Director &President, Yanai Chemical Industry Co., Ltd.
May 2017
Senior Executive Officer, the Company; Representative Director& President, Yanai Chemical Industry Co., Ltd.
To the present(Current responsibilities)
Responsible for Safety Promotion(Significant concurrent positions)Representative Director & President, Yanai Chemical Industry Co., Ltd.
[Reason for nomination as candidate for Director]
While serving as Representative Director & President of a business subsidiary, Mr. Toshifumi Fujioka has served as Senior
Executive Officer of the Company since June 2014. As he possesses a wealth of experience and broad insight regarding theGroup’s business and corporate management, the Company has judged that he is a person suited for the position of theCompany’s Director, and has thus designated him as a candidate.
July 1970
Joined ALL NIPPON AIRWAYS CO., LTD
June 1999
General Manager, Beijing Sales Office, General Manager,
Tianjin Sales Office, and China Representative
April 2001
Corporate Executive Officer and Company President, WestJapan Sales Company
January 2002
Corporate Executive Officer and Deputy General Manager,
Marketing & Sales
April 2003
Executive Vice President and General Manager, Marketing &Masao Nakano
Sales(December 19, 1946)
June 2003
Executive Vice President (jomu torishimariyaku), Corporate
1,600
Executive Officer, and General Manager, Marketing & Sales
OutsideApril 2005
Executive Vice President (senmu torishimariyaku), Corporate
Executive Officer, and General Manager, Marketing & Sales
April 2006
Full-time Advisor, ALL NIPPON AIRWAYS TRADING CO.,LTD.
June 2006
CEO and President
April 2012
Part-time Advisor
June 2013
Outside Director, the Company
To the present[Reason for nomination as candidate for Outside Director]
Mr. Masao Nakao has long been involved in management, and to receive his supervision of the Company’s managementfrom a standpoint independent of the Company’s management based on his wealth of experience and broad insight as acorporate manager, the Company has designated him as a candidate.

-6-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1972
April 1985
June 2001
June 2002

7

8

Number ofshares of theCompany held

Joined Komatsu Ltd.
General Manager, Beijing Office
President, Komatsu (China) Ltd.
Executive Officer and President, Overseas Marketing,Construction & Mining Equipment Marketing Division,
Komatsu Ltd.
April 2007
Senior Executive Officer and President, Overseas Marketing,Construction & Mining Equipment Marketing Division
October 2009
Senior Executive Officer and Representative of All China
Taizo Kayata
Operations; President, Komatsu (China) Ltd.
(May 2, 1949)
April 2010
Senior Executive Officer and Representative of All China
300
Operations; President, Komatsu (China) Ltd.
OutsideJune 2012
Advisor, Komatsu Ltd.
To the present
September 2012 Visiting Professor, Chuo Graduate School of Strategic
Management
To the present
June 2015
Outside Director, the Company
To the present(Significant concurrent positions)
Advisor, Komatsu Ltd.
Visiting Professor, Chuo Graduate School of Strategic Management[Reason for nomination as candidate for Outside Director]
Mr. Taizo Kayata has long been involved in management, and to receive his supervision of the Company’s managementfrom a standpoint independent of the Company’s management based on his wealth of experience and broad insight as acorporate manager, the Company has designated him as a candidate.
April 1978
Joined Yamaha Motor Co., Ltd.
May 1999
General Manager, Production Control Department, Production
Control Division, MC Operations
April 2003
Director and President, Yamaha Motor Manufacturing
Corporation of America
January 2009
Executive General Manager, Procurement Center, Yamaha
Motor Co., Ltd.
March 2009
Executive Officer and Executive General Manager, Procurement
CenterMarch 2010
Senior Executive Officer and Executive General Manager,
Procurement Center*Nobuya Hideshima(January 9, 1954)
March 2011
Director, Senior Executive Officer, and Executive General0Manager, Procurement Center
OutsideMarch 2013
Director, Managing Executive Officer, and Executive General
Manager, Procurement Center
January 2014
Director, Managing Executive Officer, Chief General Manager,
Engine Unit, and Chief General Manager, CS Center
January 2016
Director, Managing Executive Officer, and Chief General
Manager, Engine Unit
April 2017
AdvisorTo the present(Significant concurrent positions)
Advisor, Yamaha Motor Co., Ltd.
Director, The Graduate School for the Creation of New Photonics Industries[Reason for nomination as candidate for Outside Director]
Mr. Nobuya Hideshima has long been involved in management, and to receive his supervision of the Company’s
management from a standpoint independent of the Company’s management based on his wealth of experience and broad
insight as a corporate manager, the Company has designated him as a candidate.
(Notes)1. There are no special interests between each candidate for Director and the Company.
2. Asterisks (*) indicate new candidates.

-7-

3.
4.

5.

6.

Messrs. Masao Nakano, Taizo Kayata, and Nobuya Hideshima are candidates for Outside Directors.
The Company has designated both Messrs. Masao Nakano and Taizo Kayata as Independent Directors as defined by
the rules of the Tokyo Stock Exchange, and has made a submission to said Exchange. Additionally, the Company plans
to designate Mr. Nobuya Hideshima as an Independent Director as defined by the Tokyo Stock Exchange, and make a
submission to said Exchange.
Both Messrs. Masao Nakano and Taizo Kayata are currently Outside Directors of the Company, and at the conclusionof this General Meeting, their respective terms of office as Outside Directors will be four years for Mr. Masao Nakano,and two years for Mr. Taizo Kayata.
In its Articles of Incorporation, the Company defines that it may conclude agreements with Outside Directors to limit
their liability for damages due to negligence of duties, and such liability limitation agreements have been concluded
with both Messrs. Masao Nakano and Taizo Kayata, with the limit set as the amount stipulated by laws and regulations.
In the event that both Messrs. Masao Nakano and Taizo Kayata are reelected, the Company plans to continue said
liability limitation agreements with both of them. Additionally, if the election of Mr. Nobuya Hideshima is approved,
the Company plans to conclude a liability limitation agreement with him, with the limit set as the amount stipulated bylaws and regulations.

-8-

Proposal 3:

Continuation of the Policy against Large-scale Purchases of Shares in the Company(Anti-takeover Measures)

At a meeting of the Board of Directors held on November 30, 2007, the Company decided to establish abasic policy regarding persons controlling decisions about the Company’s financial and business policies(hereinafter the “Basic Policy”), and to introduce a policy against large-scale purchases of shares in the
Company (anti-takeover measures), as a measure to prevent decisions about the Company’s financial andbusiness policies being controlled by inappropriate persons in light of this Basic Policy, in order to protect
and enhance the corporate value of the Company and shareholders’ common interests, and made a publicannouncement to that effect on the same day (hereinafter, the content of the policy presently introduced,
including subsequent amendments, shall be referred to as the “Current Plan”). The effective period of theCurrent Plan is until the conclusion of this Annual General Meeting of Shareholders.
Following the introduction of the Current Plan, the Company has considered the merits of continuing theCurrent Plan and its content as a measure for continuously and sustainably protecting and enhancing thecorporate value of the Company and shareholders’ common interests, in light of trends in the social
environment surrounding anti-takeover measures and other factors. As a result of these considerations, at a
meeting held on May 12, 2017, the Board of Directors resolved by the approval of all seven Directors,
including two Outside Directors, to continue the “Policy against Large-scale Purchases of Shares in the
Company (Anti-takeover Measures)” (hereinafter, the policy after the continuation shall be referred to as the“Plan”) subject to partial amendments and receiving the approval of shareholders at this Annual General
Meeting of Shareholders as follows, and made a public announcement to that effect.
Furthermore, all four Auditors of the Company (including three Outside Auditors) attended the meetingof the Board of Directors at which the Plan was decided, and unanimously consented to the Plan, subject tothe specific implementation of the Plan being appropriately conducted.
In addition, the status of shareholders as of March 31, 2017 is as shown in Attachment 1, and as of thedate of this notice, the Company has not received any approach or proposal, etc. regarding a large-scalepurchase of the Company’s shares.
Please refer to the below “Reference” for changes relating to the governance of the Company at the timeof the continuation of the Plan, and the major changes between the Plan and the Current Plan.
<Reference> Changes Relating to the Governance of the Company and Changes to the Anti-takeover
Measures
1) Changes Relating to Governance
Item
Number and proportion of Independent
Outside Directors

Current

After change

Two of seven Directors (29%)

Three of eight Directors (38%)-9-2) Changes to the Anti-takeover Measures
ChangeRelateditem

Composition of the
Independent Committee

Attachment
4

Body to determine theimplementation ofcountermeasures (if theLarge-scale Purchaser
complies with the proceduresof the Plan)
Conditions for
implementation ofcountermeasures (if theLarge-scale Purchaser
complies with the proceduresof the Plan)

4.(4)Period for requesting
additional information fromthe Large-scale Purchaser

4.(2)Period for consideration by
the Independent Committee

4.(3)

5.(2)

Current
Three or more Independent Outside
Directors, Outside Auditors, orexternal experts
The Board of Directors, in principle(a) The “four Tokyo High Court
patterns”(b) Coercive two-stage purchases(c) Large-scale Purchases conductedwithout giving a period of time
reasonably considered necessary
to present alternative proposals(d) Large-scale Purchases conductedwithout sufficiently providing
information reasonably
considered necessary(e) Large-scale Purchases withinsufficient or inappropriate
terms in view of the intrinsic
value of the Company(f) Large-scale Purchases that will
harm the brand value of theCompany or relations with theCompany’s employees, etc., andfor which there is a significant
risk of violation to the corporate
value of the Company or
shareholders’ common interests
None specified

1) 60 days (for purchases of all of
the Company’s shares by tender
offer where the consideration is
only cash (Japanese yen))2) 90 days (other Large-scale
Purchases)
・ Extensions in either case shall be
up to a maximum of 30 days, inprinciple
・ If the Independent Committee
requests an opinion, etc. from theBoard of Directors, a maximumof 30 days shall be allowed, inprinciple, after which the
Independent Committee
Consideration Period mentioned
in the above items 1) and 2) shall
begin

After change
Three or more Independent Outside
Directors or Outside Auditors
The General Meeting of Shareholders(the Board of Directors if the
Independent Committee recognizes thatit clearly meets any of the items (a) to(c) in the below “Conditions for
Implementation of Countermeasures”)(a) The “four Tokyo High Court
patterns”(b) Coercive two-stage purchases(c) Large-scale Purchases whereby theLarge-scale Purchaser will taketemporary control of management,
and thereby fundamentally harm
relationships with the Company’s
stakeholders, and for which there isa significant risk of violation to thecorporate value of the Company or
shareholders’ common interests

Up to 60 days from the day theCompany first receives informationfrom the Large-scale Purchaser that isin accordance with the Necessary
Information List
1) 60 days (for purchases of all of theCompany’s shares by tender offer
where the consideration is only cash
(Japanese yen))2) 90 days (other Large-scale
Purchases)
・ Extensions in either case shall be up
to a maximum of 30 days
・ If the Independent Committee
requests an opinion, etc. from theBoard of Directors, the Board of
Directors shall provide an opinion,
etc. during the Independent
Committee Consideration Period
mentioned in the above items 1) and2), by the appropriately determineddeadline* The “four Tokyo High Court patterns” refers to the types of purchase listed in items (a) 1) to 4) of Article
5.(2) “Conditions for Countermeasures” of the Plan, and a “coercive two-stage purchase” refers to the typeof Large-scale Purchase described in item (b) of the same.

- 10 -

1. Basic Policy Regarding Persons Controlling Decisions about the Company’s Financial andBusiness Policies (Overview)As a stock company publicly traded on capital markets, the Company believes that judgments regarding
purchase proposals accompanying a change in control of the Company should ultimately be based on thewill of the Company’s shareholders as a whole. In addition, large-scale purchases of the Company’s sharesshall not be rejected by the Company if they will contribute to the corporate value of the Company andshareholders’ common interests.
However, among large-scale purchases of shares, there are many that do not contribute to the corporate
value of the target company or shareholders’ common interests. In addition, if a purchaser who is an external
party conducts a large-scale purchase, in order that shareholders make the optimal choice, information about
the purchaser must be obtained, and an assessment subsequently made of the effect of the large-scalepurchase on the corporate value of the Company and shareholders’ common interests, and if a large-scalepurchase is forcibly conducted without this information being made clear, there is a possibility that thecorporate value of the Company and shareholders’ common interests may be harmed.
The Company believes that persons who conduct large-scale purchases that do not contribute to thecorporate value of the Company and the common interests of shareholders are inappropriate as persons tocontrol decisions about the Company’s financial and business policies, and that it is necessary to protect thecorporate value of the Company and shareholders’ common interests by taking the necessary and appropriate
countermeasures against large-scale purchases by such persons.
2. Initiatives Contributing to the Realization of the Basic Policy(1) Initiatives to Enhance the Corporate Value of the Company
As an initiative for increasing corporate value, the Company has described its long-term vision for theGroup as a “high-value added creation company leading the future of the organic material industry,” and as
steps toward realizing this vision, has established and implemented the following mid-term management
plans from FY2006: “Henshin 06-10” mid-term management plan (reconstruction of business portfolio),“Toppa 11-13” (take-off into growth path), and “Maishin 14-16” (full-scale operational expansion).

- 11 -

In the previous mid-term management plan, “Maishin 14-16,” the Company increased earnings from thepolishing pad business and chemical industrial product business, made the textile business and otherbusinesses streamlined and lean, and thus enhanced “earning power,” and was able to achieve theconsolidated operating income target for the final year of the plan (FY2016) of 6.0 billion yen, its highest
operating income ever. The Company also steadily increased corporate value, with ROE of 15.4%,
exceeding the target for FY2016 of 11%, and an average of 12.7% for the past five years. In addition, theCompany returned profits to shareholders, for example, by increasing the dividend in accordance with thelevel of profit and conducting share buybacks. The Company’s share price has also outperformed the TOPIX
since the introduction of the anti-takeover measures until the present.

Continuing from “Maishin 14-16,” the Company formulated “Kasoku 17-20,” a mid-term management
plan covering the period from FY2017 to FY2020, and has been implementing it since April 2017. In thismid-term management plan, the Company positions the first two years of the plan as the “Acceleration for
Changes” stage, when the Company will accelerate the building of a foundation for further expansion, andthe latter two years of the plan as the “Acceleration for Growth” stage, when the Company will accelerate
the expansion of corporate value, and as consolidated management targets for FY2020, the final year of theplan, the Company is aiming for 10.0 billion yen in operating income and ROE of 15% or more. As theCompany looks to achieve these targets, and furthermore achieve the targets for the new long-term vision in
FY2026 (targeting operating income of 15.0 billion yen), it will speedily implement three basic strategies: 1)
aggressive expansion of the highly profitable polishing pad & chemical industrial products businesses, 2)
improvement in profitability and shift to aggressive growth in the textile business through structural reforms,
and 3) strengthening of holding company functions for growth acceleration, with the basic policy of“acceleration of profit-oriented growth of the three priority businesses.”- 12 -

In the polishing pad business, which continues to grow as the Company’s core business, in the“Acceleration for Changes” stage, the Company will continue to build a foundation for aggressive
development into new polishing processes, applications, and business categories through CAPEX, including
overseas, then promote sustainable business expansion in the “Acceleration for Growth” stage. In addition,
the Company will “accelerate” the expansion of the corporate value of the Group through further expansionof the chemical industrial product business, which has grown net sales to the level of 10.0 billion yen, andimproving profitability in the textile business, where the Company has built a structure for a shift toaggressive growth.
(2) Corporate GovernanceWith regard to the structure of the management bodies of the Company, the Company has the Board of
Directors, as a supervisory body and body for decision-making with regard to management policy and otherimportant matters, and a Board of Auditors as a body for auditing. At this Annual General Meeting of
Shareholders, the Company intends to increase the number of Outside Directors by one, such that of theeight Directors, three will be Outside Directors. Each of the three Outside Directors fulfill the independence
criteria set forth by the Company (hereinafter, an Outside Director who fulfills the Company’s independence
criteria shall be referred to as an “Independent Outside Director”), and the Company has designated them as
Independent Directors as defined by the Tokyo Stock Exchange and has made or plan to make a submission
to said Exchange. As a result, Independent Outside Directors will make up one third or more of the total
number of Directors, and the structure is such that the management supervisory function is demonstrated bya highly independent Board of Directors.
In addition, in order to clarify the management responsibilities of each Director, the term of office of theCompany’s Directors is one year.
In order to increase the fairness, soundness, and transparency of management, the Board of Auditors
comprises four Auditors, of which three are Outside Auditors, who conduct audits from the standpoint of anexpert, objective third party.
3. Purpose of the Continuation of the Plan
The Company is focused on the sustainable growth of the Group and expansion of corporate value, but in
the Company’s business categories and at the current corporate scale, there is a risk of purchases that aim totake short-term profits, and we believe it is necessary to ensure some minimum rules against large-scalepurchases that may harm the corporate value of the Company or shareholders’ common interests.
In the event of a large-scale purchase of the Company’s shares, the first consideration of the Board of
Directors of the Company in acting shall be that shareholders provide an appropriate judgment regarding
such matters as whether to accept the large-scale purchase, and how to respond to it. Therefore, the Board of
Directors of the Company recognizes the importance of consulting and negotiating, etc. with the large-scalepurchaser and offering alternative proposals, in accordance with certain rules, and has judged that aframework for this purpose continues to be indispensable, and has decided to continue the Plan.

- 13 -

Furthermore, under the Plan, in order to eliminate arbitrary judgments by the Board of Directors of theCompany when implementing countermeasures etc., the Board of Directors shall give the maximum respect
to the recommendation of an independent committee (hereinafter the “Independent Committee”) comprising
three or more members selected by the Board of Directors from among the Company’s Outside Directors andOutside Auditors who fulfill the independence criteria set forth by the Company, in accordance with the
Independent Committee Regulations (see Attachment 4 for an overview of the regulations). On this occasionof the continuation of the Plan, the Company plans to appoint the three persons listed in Attachment 5 asmembers of the Independent Committee (the Company has designated each of the three persons as
Independent Directors as defined by the rules of the Tokyo Stock Exchange and has made a submission to
said Exchange).
4. Content of the Plan
Under the Plan, countermeasures based on the Plan may be implemented if actions falling under items 1)or 2) below or similar actions are taken or attempted (however, this excludes actions that the Board of
Directors of the Company has previously approved; hereinafter such actions are referred to as a “Large-scale
Purchase,” and a person conducting or attempting to conduct a Large-scale Purchase is referred to as the“Large-scale Purchaser”). Furthermore, under the Plan, the Large-scale Purchaser may not conduct theLarge-scale Purchase until a final decision has been made regarding whether to implement or not implement
countermeasures, etc.
1) Purchases whereby the ownership ratio of share certificates, etc. (Note 3) of the holder (Note 2) of sharecertificates, etc. (Note 1) issued by the Company will be 20% or more;
2) Purchases whereby the total of the ownership ratio of share certificates, etc. (Note 6) of persons
conducting a tender offer (Note 5) and their specially related parties (Note 7) of share certificates, etc.
(Note 4) issued by the Company will be 20% or more.
Note 1: Refers to share certificates, etc. as defined in Article 27-23, Paragraph 1 of the Financial
Instruments and Exchange Act (hereinafter the “Act”).
Note 2: Refers to a holder as defined in Article 27-23, Paragraph 1 of the Act, and includes holders basedon Paragraph 3 of the same.
Note 3: Refers to the ownership ratio of share certificates, etc. as defined in Article 27-23, Paragraph 4 of
the Act.
Note 4: Refers to share certificates, etc. as defined in Article 27-2, Paragraph 1 of the Act.
Note 5: Refers to a tender offer as defined in Article 27-2, Paragraph 6 of the Act.
Note 6: Refers to the ownership ratio of share certificates, etc. as defined in Article 27-2, Paragraph 8 of
the Act.
Note 7: Refers to a specially related party as defined in Article 27-2, Paragraph 7 of the Act. However,for persons set forth in Item 1 of the same, this excludes persons specified in Article 3, Paragraph
2 of the Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share
Certificates, etc. by Person Other than Issuer.
(1) Advance Submission of Letter of Intent to the Company
First, the Large-scale Purchaser shall submit a “Letter of Intent” to the President of the Company aheadof the Large-scale Purchase. The “Letter of Intent” shall contain, in Japanese, such items as: 1) an overview
of the Large-scale Purchaser (name and address, position and name of representative, overview of major
shareholders or large investors, contact details in Japan, governing laws of incorporation), 2) the number of
the Company’s share certificates, etc. currently held, and the status of transactions in the Company’s sharecertificates, etc. by the Large-scale Purchaser during the 60 days prior to the submission of the Letter ofIntent, 3) an overview of the Large-scale Purchase, and 4) a pledge, etc. to comply with the procedure set
forth in the Plan.
Furthermore, when submitting the Letter of Intent, a certified copy of the commercial register, a copy of
the Articles of Incorporation, and other documents certifying the existence of the Large-scale Purchaser shallbe attached.
(2) Provision of Necessary Information
Subsequently, the Large-scale Purchaser shall provide to the Board of Directors of the Company
information in Japanese that is both necessary and sufficient for shareholders’ assessment, and for the Boardof Directors of the Company, and the Independent Committee to evaluate and consider, etc. the Large-scale
Purchase, in accordance with the following procedure (hereinafter the “Necessary Information”). If the- 14 -

Board of Directors of the Company receives the Necessary Information, they shall promptly provide it to the
Independent Committee. Furthermore, the Necessary Information shall include, but shall not be limited to: 1)
details of the Large-scale Purchaser and their group (including joint holders, specially related parties, andpartners and other constituent members), 2) the objective, method, and details of the Large-scale Purchase,3) calculation basis for the purchase consideration, 4) backing for the purchase funds, 5) management policy
for the Company and the Group after the completion of the Large-scale Purchase, etc., 6) policies relating to
the treatment of the Company’s employees, business partners, customers, and other stakeholders after theLarge-scale Purchase, 7) in the event that there has been a communication of intent with a third party
concerning the Large-scale Purchase, the objective and details thereof, and an overview of the third party,
and 8) specific measures to avoid conflicts of interest with other shareholders of the Company.
First, the Company shall dispatch to the Large-scale Purchaser at the contact address in Japan the“Necessary Information List,” which will list the information that should initially be provided, within 10
business days (Note 8) from the day the Letter of Intent was submitted (not including the first day), and theLarge-scale Purchaser shall thus provide sufficient information to the Company, in accordance with theNecessary Information List.
In addition, in the event the Board of Directors of the Company or the Independent Committee judgesthat the information provided by the Large-scale Purchaser in accordance with the above Necessary
Information List is insufficient as the Necessary Information, a request for the submission of sufficient
information for the Necessary Information may be made to the Large-scale Purchaser. However, themaximum length of the period for the Large-scale Purchaser to submit additional Necessary Information
shall be limited to 60 days from the day the Company initially received the information in accordance with
the Necessary Information List from the Large-scale Purchaser (not including the first day), and when 60
days have passed, the Company shall begin the procedure for consideration stipulated in item (3) below.
Note 8: Business day refers to days other than those listed in each item of Article 1, Paragraph 1 of the
Act on Holidays of Administrative Organs.
(3) Consideration of the Large-scale Purchase by the Independent Committee
In the case of a Large-scale Purchase that is a purchase of all of the Company’s share certificates, etc. bytender offer where the consideration is only cash (Japanese yen), the Independent Committee shall establish
a period for consideration of 60 days from the day following the date of the full completion of thesubmission of information and documents, etc. from the Large-scale Purchaser, and for other Large-scale
Purchases, it shall establish a period for consideration of 90 days. However, the Independent Committee may
extend this period for consideration within a necessary and reasonable range for the consideration of theinformation and documents, etc. provided by the Large-scale Purchaser or the Board of Directors of theCompany as set forth below, for the consideration of the details of the Large-scale Purchase by theLarge-scale Purchaser, or the consideration of any alternative proposal formulated by the Board of Directorsof the Company, etc. (however, the maximum total limit for extensions shall be up to 30 days; hereinafter theperiod for consideration, including an extensions, shall be referred to as the “Independent Committee
Consideration Period”).
During the Independent Committee Consideration Period, the Independent Committee may request thatthe Board of Directors of the Company to promptly provide an opinion regarding the details of the purchaseby the Large-scale Purchaser, documents forming the basis for that opinion, an alternative proposal, and anyother information or documents, etc. that the Independent Committee reasonably deems necessary. The
deadline for the response by the Board of Directors of the Company shall be within the Independent
Committee Consideration Period, and a deadline that the Independent Committee reasonably defines.
During the Independent Committee Consideration Period, the Independent Committee shall conduct suchactions as considering the details of the purchase by the Large-scale Purchaser and any alternative proposal
formulated by the Board of Directors of the Company, and collecting information and comparing businessplans, etc. from the Large-scale Purchaser and the Board of Directors of the Company, from the perspectiveof protecting and enhancing the corporate value of the Company and shareholders’ common interests, andbased on the information and documents, etc. provided by the Large-scale Purchaser and the Board of
Directors of the Company.
Furthermore, in order to ensure that the judgment of the Independent Committee contributes to thecorporate value of the Company and shareholders’ common interests, the Independent Committee may
obtain, at the Company’s expense, the advice of third parties independent from the management teamengaged in the business execution of the Company (including investment banks, securities firms, financial
advisers, certified public accountants, attorneys, consultants, and other experts).

- 15 -

(4) Assessment by the Independent Committee and Procedure for Implementing Countermeasures
In accordance with the items set forth below, the Independent Committee shall issue a recommendation to
the Board of Directors of the Company by the day the Independent Committee Consideration Period ends,
and the Board of Directors of the Company shall take the necessary measures while respecting thisrecommendation to the maximum extent possible.
Furthermore, even after the Independent Committee has issued a recommendation, if changes arise to thefacts that formed the basis for the recommendation, the Independent Committee may make an assessment
different from the recommendation and recommend this to the Board of Directors of the Company. In thiscase, the Board of Directors of the Company shall take the necessary measures while respecting thisrecommendation to the maximum extent possible.
1) If the Large-scale Purchaser violates the procedure set forth in the Plan
In this case, if the violation is not rectified within five business days of the Independent Committee
requesting rectification from the Large-scale Purchaser in writing either by themselves or through theBoard of Directors of the Company, then the Independent Committee shall recommend that the Board of
Directors of the Company take countermeasures, excluding cases when there are special circumstances.
The Board of Directors of the Company shall promptly make a resolution regarding implementing or not
implementing countermeasures, etc., as an organization under the Companies Act, while respecting thisrecommendation to the maximum extent possible.
2) If the Large-scale Purchaser complies with the procedures set forth in the Plan
In this case, the Independent Committee shall recommend that the Board of Directors of the Company
shall not implement countermeasures. The Board of Directors of the Company shall promptly make aresolution regarding implementing or not implementing countermeasures, etc., as an organization under
the Companies Act, while respecting this recommendation to the maximum extent possible (Note 9).
However, in either of the cases listed under the below items (i) or (ii), the Independent Committee andthe Board of Directors shall follow the respective procedures set forth below.
Note 9: Notwithstanding a recommendation not to implement countermeasures by the Independent
Committee, if the Board of Directors recognizes that the Large-scale Purchase by the Large-scale
Purchaser falls under any of the conditions (a) to (c) set forth in the below item 5.(2) “Conditions
for Countermeasures” and implements countermeasures, it shall promptly implement theprocedure for convening a General Meeting to Confirm Shareholders’ Will (referring to a
General Meeting of Shareholders to confirm the will of shareholders’ regarding whether or not to
implement countermeasures), in accordance with the procedure set forth in item (i) below.
(i)Cases when the Independent Committee recognizes that the Large-scale Purchase by the Large-scale
Purchaser fulfills any of the conditions (a) to (c) set forth in the below item 5.(2) “Conditions forCountermeasures.”In this case, the Independent Committee shall recommend that the Board of Directors of theCompany implements countermeasures. The Board of Directors of the Company shall promptly makea judgment regarding whether to implement or not implement countermeasures, etc. while respecting
this recommendation to the maximum extent possible, and if implementing countermeasures, shallpromptly implement the procedure for convening a General Meeting to Confirm Shareholders’ Will
to confirm whether to implement or not to implement countermeasures.
Resolutions of the General Meeting to Confirm Shareholders’ Will shall be made by a majority ofthe voting rights of the shareholders present.
If the General Meeting to Confirm Shareholders’ Will resolves to approve the implementation ofcountermeasures, the Board of Directors of the Company shall promptly make a resolution regarding
the implementation of countermeasures as an organization under the Companies Act, in accordancewith this resolution. Conversely, if the General Meeting to Confirm Shareholders’ Will rejects theimplementation of countermeasures, the Board of Directors of the Company shall not implement
countermeasures.
(ii) Cases when the Independent Committee recognizes that the Large-scale Purchase by the Large-scale
Purchaser clearly fulfills any of the conditions (a) to (c) set forth in the below item 5.(2) “Conditions
for Countermeasures.”In this case, the Independent Committee shall recommend that the Board of Directors of theCompany implements countermeasures. The Board of Directors of the Company shall promptly makea resolution regarding implementing or not implementing countermeasures, etc., as an organization- 16 -

under the Companies Act, while respecting this recommendation to the maximum extent possible.
(5) Information Disclosure to Shareholders
At a time judged to be appropriate, the Company shall make full or partial disclosure to shareholders of
the fact that there was a proposal for a Large-scale Purchase, the fact that the Letter of Intent was submitted,
the contents of the Letter of Intent and Necessary Information and other information provided by theLarge-scale Purchaser, the fact that the Independent Committee Consideration Period commenced or ended,(if conducting a determination of extension of the consideration period, a statement thereof; includes theperiod of extension and a summary of the reason for extension) information provided by the Board of
Directors of the Company to the Independent Committee, the opinion of the Board of Directors of theCompany regarding the Letter of Intent, the fact that the Independent Committee made a recommendationand the content thereof, the fact that the Board of Directors made a resolution and the content thereof,
the result of the General Meeting to Confirm Shareholders’ Will, and any other matters judged to beappropriate by the Company or the Independent Committee.

5. Countermeasures(1) Content of Countermeasures
As a countermeasure under the Plan, a gratis allotment of stock acquisition rights (hereinafter the “Stock
Acquisition Rights”) shall be made in accordance with the overview given in Attachment 3. However, theCompany may implement other countermeasures if the implementation of those other countermeasures isjudged to be appropriate.
(2) Conditions for Countermeasures
If the Large-scale Purchase by the Large-scale Purchaser fulfills any of the items (a) to (c) below, and if
the implementation of countermeasures is recognized to be appropriate, the Company shall implement thecountermeasures described in the above item (1).
(a) Large-scale Purchases for which there is a clear risk of harm to the corporate value of the Company or
shareholders’ common interests as a result of the actions below or other similar actions:
1) Actions whereby the Company’s shares etc., are bought up and demands are made of the Company or
related parties to purchase those shares etc. at a high price2) Actions such as those whereby a profit for the Large-scale Purchaser is realized by the sacrifice of theCompany, for example those where the Large-scale Purchaser takes temporary control of the
management of the Company and forces the transfer of the important assets, etc. of the Company to
the Large-scale Purchaser or its group companies, etc.
3) Actions whereby the assets of the Company will be used as repayment funds or pledged as collateral
for the debts of the Large-scale Purchaser or its group companies, etc.
4) Actions whereby the Large-scale Purchaser takes temporary control of the management of theCompany, forces the disposal of high-value assets, etc. that have no current relevance to theCompany’s businesses, and uses the profits of the disposal to force temporary high dividends, or takes
advantage of the opportunity afforded by the sudden rise in the share price created by the temporarily
high dividends to sell the shares at a high price(b) Large-scale Purchases for which there is a risk that shareholders will be effectively forced to sell shares,
such as coercive two-stage purchases (refers to cases when the Large-scale Purchaser conducts a tender
offer or other share purchase without offering to purchase all shares in the initial purchase, and setting
second-stage purchase terms unfavorable to shareholders or not making them clear)(c) Large-scale Purchases whereby the Large-scale Purchaser will take temporary control of management,
and thereby fundamentally harm relationships that are indispensable for creating the corporate value of
the Company and increasing long-term shareholder value with the Company’s stakeholders, such as
shareholders, employees, business partners, including customers, and creditors, and for which there is asignificant risk of violation to the corporate value of the Company or shareholders’ common interests
6. Commencement of the Plan, Effective Period, Continuation and Cancellation
The Plan shall take effect subject to approval by the majority of the voting rights of shareholders inattendance at this Annual General Meeting of Shareholders. The effective period of the Plan shall be three
years, and shall commence from the conclusion of this Annual General Meeting of Shareholders to theconclusion of the Annual General Meeting of Shareholders scheduled to be held in June 2020. Subsequently,
the continuation of the Plan shall be subject to receiving approval at an Annual General Meeting of
Shareholders every three years (including continuations with partial amendments).

- 17 -

In addition, the Plan shall be abolished if there is a resolution to that effect by a General Meeting of
Shareholders or the Board of Directors, even prior to the end of the effective period.
7. Impact on Shareholders and Investors, etc.
(1) Impact on Shareholders upon the Decision to Continue the PlanCountermeasures will not be implemented when the decision to continue the Plan is made, so there will
be no direct, specific impact on the rights or interests of shareholders or investors.
(2) Impact, etc. on Shareholders if a Gratis Allotment of Stock Acquisition Rights is Implemented as aCountermeasure.
If the Board of Directors of the Company makes a resolution regarding a gratis allotment of Stock
Acquisition Rights (hereinafter the “Stock Acquisition Rights Gratis Allotment Resolution”), the Stock
Acquisition Rights shall be allotted gratis to shareholders recorded in the final shareholder register on thedate separately defined in the resolution (hereinafter the “Allotment Date”) (hereinafter the “Shareholders
Eligible for Allotment”) at a ratio of one Stock Acquisition Right per share in the Company held.
Following the gratis allotment of the Stock Acquisition Rights, in principle, one share in the Company
shall be issued per Stock Acquisition Right to Shareholders Eligible for Allotment, by payment of an amountequivalent to the exercise price set forth in the Stock Acquisition Rights Gratis Allotment Resolution during
the exercise period of the Stock Acquisition Rights, but if shareholders do not exercise the Stock Acquisition
Rights or make payment, the voting rights and economic value of shares held in the Company will be diluted
through the exercise of the Stock Acquisition Rights by other Shareholders Eligible for Allotment.
However, if the Board of Directors of the Company decides to acquire the Stock Acquisition Rights, theCompany may acquire the Stock Acquisition Rights on a date separately defined by the Board of Directors of
the Company from Shareholders Eligible for Allotment other than Nonqualified Persons (referring to: 1)
specified large-volume holders (Note 10); 2) joint holders of specified large-volume holders; 3) specified
large-volume purchasers (Note 11); 4) specially related parties of the specified large-volume purchaser; or 5)
any transferee or successor to the Stock Acquisition Rights of a person falling under any of the above
categories 1) to 4) without the approval of the Board of Directors of the Company; and 6) any affiliatedpersons of persons falling under any of the above categories 1) to 5) (Note 12); however, this shall not apply
to persons separately provided for by the Board of Directors of the Company in the Stock Acquisition Rights
Gratis Allotment Resolution), and in exchange deliver shares in the Company to Shareholders Eligible for
Allotment other than Nonqualified Persons. If the Company takes these procedures for acquisition,
Shareholders Eligible for Allotment other than Nonqualified Persons shall receive shares in the Company
without exercising the Stock Acquisition Rights or monetary payment of an amount equivalent to theexercise price, and, in principle, there shall be no dilution in the voting rights or economic value of shares in
the Company held.
Furthermore, even after the Stock Acquisition Rights Gratis Allotment Resolution is passed, the Board of
Directors of the Company may cancel the gratis allotment of the Stock Acquisition Rights prior to theeffective date of the gratis allotment while respecting to the maximum extent possible the recommendationof the Independent Committee, or alternatively in accordance with the content of a resolution passed at a
General Meeting to Confirm Shareholders’ Will, or alternatively, after the effective date of the gratis
allotment of the Stock Acquisition Rights, the Company may acquire the Stock Acquisition Rights without
consideration until the day before the first day of the exercise period of the Stock Acquisition Rights. In suchcases, there will be no dilution to the economic value or voting rights per share in the Company held byshareholders or investors, so investors that have conducted transactions based on the assumption that there
will be a dilution in per-share economic value or voting rights may incur losses owing to fluctuations inshare prices.
Note 10: A “specified large-volume holder” refers to a holder of share certificates, etc. issued by theCompany whose ownership ratio of share certificates, etc. relating to these share certificates,etc. is 20% or more, or persons deemed by the Board of Directors of the Company to fall under
this category.
Note 11: A “specified large-volume purchaser” refers to a person that has made a public disclosure to
the extent that he or she will conduct a purchase, etc. (refers to a purchase, etc. as defined in
Article 27-2, Paragraph 1 of the Act) of share certificates, etc. issued by the Company bytender offer, and whose total ownership ratio of share certificates, etc. in relation to sharecertificates, etc. possessed by this person after the purchase, etc. (cases equivalent topossession include those set forth in Article 7, Paragraph 1 of the Order for Enforcement of the
Financial Instruments and Exchange Act) together with the ownership ratio of share certificates,etc. of specially related parties will be 20% or more, or persons deemed by the Board of- 18 -

Directors of the Company to fall under this category.
Note 12: An “affiliated person” of a person refers to one who substantially controls that person or iscontrolled by that person, or one who is under the same control as that person (including
persons deemed by the Board of Directors of the Company to fall under this category), or aperson deemed by the Board of Directors of the Company to act in concert with that person.
Furthermore, “control” means to “control decisions on the financial and business policies” ofanother company, etc. (as defined in Article 3, Paragraph 3 of the Ordinance for Enforcementof the Companies Act). In addition, when determining “affiliated persons” in regard topartnerships and other funds, persons substantially identical to the fund manager and various
other circumstances shall be taken into account.
8. Regarding the Fact that the Plan is in Accordance with the Basic Policy in Relation to the Controlof the Company, is Consistent with the Corporate Value of the Company and Shareholders’Common Interests, and its Objective is not to Maintain the Positions of the Corporate Officers of
the Company(1) Fully Meets the Criteria of the Guidelines Regarding Takeover Defense
The Plan fully meets the three principles set forth in the “Guidelines Regarding Takeover Defense for the
Purpose of Protection and Enhancement of Corporate Value and Shareholder’s Common Interests”
announced by the Ministry of Economy, Trade and Industry and the Ministry of Justice on May 27, 2005 (theprinciple of protecting and enhancing corporate value and the interests of shareholders as a whole, theprinciple of prior disclosure and shareholders’ will, and the principle of ensuring the necessity andreasonableness). In addition, the Plan is reasonable as its contents take into account the main points of the“Takeover Defense Measures in Light of Recent Environmental Changes” report announced on June 30,
2008 by the Corporate Value Study Group.
(2) Values Shareholders’ Will
The effectuation and continuation of the Plan shall be subject to obtaining the consent of shareholders.
In addition, under the Plan, in order to implement countermeasures in cases when a Large-scale Purchaser
complies with the procedure set forth in the Plan, a General Meeting to Confirm Shareholders’ Will must be
held regarding the implementation of countermeasures, excluding cases when the Independent Committee
recognizes that the Large-scale Purchase by the Large-scale Purchaser clearly fulfills any of the conditions(a) to (c) set forth in the above item 5.(2) “Conditions for Countermeasures,” and thus the will of
shareholders will be directly confirmed.
The Plan may be canceled by a resolution of the Board of Directors. The term of office of Directors of theCompany is one year, and thus even during the effective period of the Plan, the will of the Company’s
shareholders shall be reflected in judgments regarding the approval of the continuation, cancellation, oramendment of the Plan, through the election procedure for Directors conducted every year.
(3) Emphasizes the Judgment of Highly Independent Outside Persons and Information Disclosure
The Company will continue to have an Independent Committee as a body to remove arbitrary decisions
by the Board of Directors of the Company, and make substantial judgments objectively on the operations of
the Plan for the shareholders of the Company.
The Independent Committee shall strictly monitor to ensure the Board of Directors of the Company does
not arbitrarily implement the Plan, and shall also disclose information regarding an overview of its
judgments to shareholders, thus ensuring a system whereby the Plan is conducted in a transparent mannerthat is consistent with the corporate value of the Company and shareholders’ common interests.
(4) Sets Reasonable, Objective Implementation Conditions
The Plan is designed such that it will not be implemented unless predefined reasonable, detailed, andobjective conditions are met, and thus it can be said that a system to prevent arbitrary implementation by the
Board of Directors of the Company is ensured.
(5) Obtains Opinions from Third-Party Experts
The Independent Committee may obtain, at the Company’s expense, the advice of third parties
independent from the management team engaged in the business execution of the Company (including
investment banks, securities firms, financial advisers, certified public accountants, attorneys, consultants,
and other experts). As a result, this system more strongly ensures the fairness and objectivity of judgments
by the Independent Committee.

- 19 -

(6) Not Dead-Hand or Slow-Hand Type Anti-Takeover Measures
The Plan may be canceled by a resolution of the Board of Directors, and it is possible for a person thathas purchased large amounts of the Company’s share certificates, etc. to cancel the Plan by nominating
Directors at the General Meeting of Shareholders of the Company and passing a resolution of the Board of
Directors comprising these Directors.
Therefore, the Plan is not a dead-hand type anti-takeover measure (anti-takeover measures whose
implementation cannot be prevented even if the majority of the members of the Board of Directors are
replaced).
In addition, as the Company does not use a staggered term system, the Plan is not a slow-hand typeanti-takeover measure (anti-takeover measures whose implementation requires time to prevent as themembers of the Board of Directors cannot all be replaced at once).
END- 20 -

(Attachment 1)
Status of Major Shareholders of the Company (as of March 31, 2017)

1. Total number of authorized shares

30,000,000 shares

2. Total number of issued shares

11,720,000 shares

3. Number of shareholders

7,160

4. Status of major shareholders
Number of shares
Percentage ofheld (shares)
shares held (%)
BBH (LUX) FOR FIDELITY FUNDS PACIFIC FUND
564,700
4.93
Meiji Yasuda Life Insurance Company
533,500
4.66
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
500,000
4.37
Japan Trustee Services Bank, Ltd. (Trust account)
362,000
3.16
Mitsubishi UFJ Trust and Banking Corporation
322,500
2.81
The Master Trust Bank of Japan, Ltd. (Trust account)
299,000
2.61
Fujibo Kyoueikai
290,100
2.53
THE BANK OF NEW YORK MELLON 140044
252,850
2.21
CBLDN RE FUND 107-CLIENT AC
250,000
2.18
CBNY-GOVERNMENT OF NORWAY
224,077
1.95(Notes) 1. The Company holds 280,654 treasury shares, which are excluded from the major shareholders
above.
2. The percentage of shares held is calculated after deduction of treasury shares.
END
Name

- 21 -

(Attachment 2)
Content of the Plan (Flowchart in the Event of the Initiation of a Large-scale Purchase)

Large-scale Purchaser appears
Request compliance with the procedures of the Plan

If Large-scale Purchase Rules
are complied with

If Large-scale Purchase
Rules are not complied with

Submission of Letter of Intent by
Large-scale Purchaser

Submission of Necessary
Information List by Board of
Directors

If Large-scale Purchase
Rules are not complied with

Submission of Necessary
Information by Large-scale
Purchaser

Recommendation

Comparative examination, evaluation, andopinion forming by Independent Committee
regarding the details of the purchase and any
alternative proposal formulated by the Boardof Directors, etc

Cases that do not fallunder 1) or 2) to the rightcases (cases that the
Independent Committee
does not recognize to meetthe conditions forcountermeasures)

Independent Committee
recommends that the Boardof Directors implement
countermeasures

Recommendation

Resolution by the Board of Directors

Cases that the
Independent Committee
recognizes to clearly fallunder either of the items(a) to (c) in 5.(2)“Conditions forCountermeasures” (2))

Cases that the
Independent Committee
recognizes to fall undereither of the items (a) to(c) in 5.(2) “Conditions
for Countermeasures”(1))

General Meeting to Confirm Shareholders’ Will
Implementation
rejected

Non-implementation of countermeasures

Implementation
approved

Implementation of countermeasures(Note) This chart is created only as reference material to aid understanding of the content of the Plan. Please see the text of this
proposal for details of the Plan.

- 22 -

(Attachment 3)
Overview of the Stock Acquisition Rights
1. Total Number of Stock Acquisition Rights to be Allotted
The total number of Stock Acquisition Rights to be allotted shall be a number separately determinedby the Board of Directors of the Company that is equal to or greater than the final total number ofcommon shares issued by the Company as of the Allotment Date determined in the Stock Acquisition
Rights Gratis Allotment Resolution (however, this excludes the number of the Company’s commonshares held by the Company at that time).
2. Shareholders Eligible for Allotment
The Company shall make a gratis allotment of the Stock Acquisition Rights to shareholders recordedin the final shareholder register on the Allotment Date at a ratio separately determined by the Board of
Directors of the Company of one per common share in the Company held or more (however, thisexcludes the number of the Company’s common shares held by the Company at that time).
3. The effective date of the gratis allotment of the Stock Acquisition Rights shall be a date separately
determined by the Board of Directors of the Company in the Stock Acquisition Rights Gratis Allotment
Resolution.
4. Class and Number of Shares Underlying the Stock Acquisition Rights
The class of shares underlying the Stock Acquisition Rights shall be common shares in the Company,
and the number of shares underlying each Stock Acquisition Right shall be one share (hereinafter the“applicable number of shares”). However, necessary adjustments shall be made if the Company conductsa share split or stock consolidation, etc.
5. Details and Amount of Assets to be Contributed when Exercising the Stock Acquisition Rights
Contributions upon the exercise of the Stock Acquisition Rights shall be in cash, and the amount ofassets to be contributed per common share in the Company upon the exercise of the Stock Acquisition
Rights shall be an amount determined by the Board of Directors of the Company in the Stock Acquisition
Rights Gratis Allotment Resolution of one yen or more.
6. Any transfer of the Stock Acquisition Rights shall require the approval of the Board of Directors of theCompany.
7. Conditions for Exercising the Stock Acquisition Rights
Nonqualified Persons may not exercise the Stock Acquisition Rights. Furthermore, details of theconditions for exercising the Stock Acquisition Rights shall be separately determined in the Stock
Acquisition Rights Gratis Allotment Resolution.
8. Acquisition of the Stock Acquisition Rights by the Company
The Company may acquire the Stock Acquisition Rights held by parties other than Nonqualified
Persons on a date determined by the Board of Directors of the Company, and, as consideration in
exchange for the Stock Acquisition Rights, deliver the Applicable Number of Shares of common sharesin the Company per Stock Acquisition Right on the acquisition date. Furthermore, details of theprovisions for acquisition of the Stock Acquisition Rights shall be separately determined in the Stock
Acquisition Rights Gratis Allotment Resolution.
9. Acquisition without Consideration in Case of Cancellation of the Implementation of Countermeasures,
etc.
The Company may acquire all Stock Acquisition Rights without consideration in the event that theBoard of Directors of the Company resolves to cancel or withdraw from the countermeasures or in othercases separately determined by the Board of Directors of the Company in the Stock Acquisition Rights
Gratis Allotment Resolution.
10. The Company will not issue stock acquisition right certificates in relation to the Stock Acquisition
Rights.
11. The exercise period of the Stock Acquisition Rights and other necessary matters shall be separately
determined by the Board of Directors of the Company in the Stock Acquisition Rights Gratis Allotment
Resolution.
END- 23 -

(Attachment 4)
Overview of the Independent Committee Regulations
Article 1
Article 2

Article 3

Article 4

Article 5

Article 6
Article 7

The Independent Committee shall be established by a resolution of the Board of Directors of theCompany.
The Independent Committee shall comprise three or more members selected by the Board of
Directors from among the Company’s Outside Directors and the Company’s Outside Auditors who
fulfill the criteria for independence set forth by the Company. Furthermore, each member shallconclude a contract with the Company that includes a duty of care of prudent manager provisionand other provisions separately stipulated by the Board of Directors of the Company.
The term of office of the members of the Independent Committee shall be until the conclusion of
the effective period of the Plan. However, this shall not apply in cases separately provided for by aresolution of the Board of Directors of the Company.
The Independent Committee shall make decisions regarding the matters described in the below
items, and shall make a recommendation to the Board of Directors of the Company regarding thecontent of these decisions together with the reasons for the decisions. The Board of Directors of
the Company shall make a final decision, while respecting the recommendation of the Independent
Committee to the maximum extent possible. Furthermore, each member of the Independent
Committee and Director of the Company is required to make these decisions based on theperspective of whether or not it contributes to the corporate value of the Company andshareholders’ common interests, and not with the objective of pursuing his or her own personal
interests or those of the management team of the Company.
(1) The implementation or non-implementation of countermeasures under the Plan, or theconvening of a General Meeting to Confirm Shareholders’ Will
(2) Cancellation or withdrawal from the implementation of countermeasures under the Plan
(3) Extension of the Independent Committee Consideration Period(4) Cancellation of or changes to the Plan
(5) Approval of the introduction of anti-takeover measures other than those in the Plan
(6) Any other matters to be determined by the Board of Directors of the Company, on which theBoard of Directors of the Company has consulted with the Independent Committee
In addition to the matters set forth in the above items (1) to (6), the Independent Committee shallperform the roles described in each of the below items.
(7) Deciding the information that should be submitted by the Large-scale Purchaser and theBoard of Directors of the Company to the Independent Committee(8) Examining and considering the content of the Large-scale Purchaser’s purchase proposal(9) Examining and considering any alternative proposal, in the event that such an alternative
proposal was presented in opposition to the Large-scale Purchaser’s purchase proposal(10) Any other matters that it is stipulated that the Independent Committee can perform under thePlan.
The Independent Committee may obtain, at the Company’s expense, the advice of third parties
independent from the management team engaged in the business execution of the Company(including investment banks, securities firms, financial advisers, certified public accountants,
attorneys, consultants, and other experts).
Any member of the Independent Committee or Representative Director may convene theIndependent Committee at any time, in the event of a Large-scale Purchase, etc.
Resolutions of the Independent Committee shall, in principle, be adopted by a majority of votes atmeetings of the Independent Committee when all members are in attendance. However, if there
are unavoidable reasons, resolutions may be adopted by a majority of votes at meetings of the
Independent Committee when a majority of members are in attendance.
END- 24 -

(Attachment 5)
Past Experience of the Members of the Independent Committee
Masao Nakano(Past experience)

July 1970
June 1999
April 2001
January 2002
April 2003
June 2003
April 2005
April 2006
June 2006
April 2012
June 2013

Taizo Kayata(Past experience)

Naoki Iida
(Past experience)

Joined ALL NIPPON AIRWAYS CO., LTD
General Manager, Beijing Sales Office, General Manager, Tianjin
Sales Office, and China Representative
Corporate Executive Officer and Company President, West Japan
Sales Company
Corporate Executive Officer and Deputy General Manager, Marketing& Sales
Executive Vice President and General Manager, Marketing & Sales
Executive Vice President (jomu torishimariyaku), Corporate
Executive Officer, and General Manager, Marketing & Sales
Executive Vice President (senmu torishimariyaku), Corporate
Executive Officer, and General Manager, Marketing & Sales
Full-time Advisor, ALL NIPPON AIRWAYS TRADING CO., LTD.
CEO and President
Part-time Advisor
Outside Director, the Company (current position)

April 1972
April 1985
June 2001
June 2002

Joined Komatsu Ltd.
General Manager, Beijing Office
President, Komatsu (China) Ltd.
Executive Officer and President, Overseas Marketing, Construction &Mining Equipment Marketing Division, Komatsu Ltd.
April 2007
Senior Executive Officer and President, Overseas Marketing,Construction & Mining Equipment Division
October 2009
Senior Executive Officer and Representative of All China Operations;
President, Komatsu (China) Ltd.
April 2010
Senior Executive Officer and Representative of All China Operations;
President, Komatsu (China) Ltd.
June 2012
Advisor of Komatsu Ltd. (current position)
September 2012 Visiting Professor, Chuo Graduate School of Strategic Management(current position)
June 2015
Outside Director, the Company (current position)

April 1987
April 1999

Joined Marui Company, Limited
Registered as attorney, joined Daiichi Tokyo Bar Association
Joined SEIWA KYODO LAW OFFICE (currently SEIWA
MEITETSU LAW OFFICE)
February 2002
Outside Corporate Auditor, TRADERS SECURITIES CO., LTD.
(currently TRADERS HOLDINGS CO., LTD.)
August 2003
Partner, SEIWA KYODO LAW OFFICE (currently SEIWA
MEITETSU LAW OFFICE) (to the present)
August 2006
Outside Director, VarioSecure Networks Inc.
October 2008
Corporate Auditor, YAMANO MUSIC CO., LTD. (current position)
November 2009 Outside Director, Bunkyodo Group Holdings Co., Ltd. (current
position)
June 2011
Outside Auditor, the Company (current position)
END- 25 -