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

Securities code: 5451
May 30, 2023
To our shareholders:Satoshi Nitta, President and Representative Director
Yodogawa Steel Works, Ltd.
4-1-1 Minami-honmachi, Chuo-ku, Osaka

NOTICE OF THE 124TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are hereby notified of the 124th Ordinary General Meeting of Shareholders of Yodogawa Steel Works, Ltd.
(the “Company”), which will be held as described below.
When convening this general meeting of shareholders, the Company takes measures for providing in electronic
format the information that constitutes the content of reference documents for the shareholders meeting, etc. (items
for which measures for providing information in electronic format are to be taken). This information is posted oneach of the following websites, so please access either of those websites to confirm the information.
[The Company’s website]
https://www.yodoko.co.jp/ir/ir-stock/meeting/ (in Japanese)[Website for posted informational materials for the general meeting of shareholders]
https://d.sokai.jp/5451/teiji/ (in Japanese)[TSE website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the Internet address shown above, enter “Yodogawa Steel Works” in “Issue name(company name)” or the Company’s securities code “5451” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information available forpublic inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational
Materials for a General Shareholders Meeting].”)
You may exercise your voting rights either electronically (via the Internet) or by postal mail (voting form). Please
review the “Reference Documents for the General Meeting of Shareholders” attached or included in the items
subject to measures for electronic provision and we request that you exercise your rights no later than 5:35 p.m.,
Tuesday, June 20, 2023 (Japan Standard Time).
1. Date and Time: Wednesday, June 21, 2023 at 10:00 a.m. (Japan Standard Time)
2. Venue:
Banquet Room “Tsuru,” 5th Floor, Hotel Nikko Osaka
1-3-3 Nishi-Shinsaibashi, Chuo-ku, Osaka
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 124th Term (from April 1, 2022 to March
31, 2023), as well as the results of audit of the Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Board.
2. Non-Consolidated Financial Statements for the 124th Term (from April 1, 2022 to March 31, 2023)
Items to be resolved:
Proposal 1:
Election of Seven (7) Directors
Proposal 2:
Election of One (1) Substitute Audit & Supervisory Board Member
Proposal 3:
Continuation of the Company’s Policy for Responding to Large-Scale Acquisitions of
the Company’s Shares, etc. (Takeover Defense Measures)-1-

- If attending the meeting in person, please present the enclosed voting rights form at the reception desk.
- If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items
before and after the revisions will be posted on the websites above.
- Of the items subject to measures for electronic provision, the following items are not included in this notice of convocation inaccordance with laws and regulations and Article 16, Paragraph 2 of the Company’s Articles of Incorporation.
- “Matters Concerning Stock Acquisition Rights” and “Overview of Systems for Ensuring Appropriateness of Business Activities
and Operation Status” of the Business Report- “Consolidated Statement of Change in Net Assets” and “Notes to Consolidated Financial Statements” of the Consolidated
Financial Statements- “Non-consolidated Statement of Change in Net Assets” and “Notes to Non-consolidated Financial Statements” of the Nonconsolidated Financial Statements
The above items are a portion of the consolidated financial statements and non-consolidated financial statements that were auditedby the Accounting Auditor in preparing the accounting audit report, and a portion of the business report, consolidated financial
statements and the non-consolidated financial statements that were audited by the Audit & Supervisory Board Members in
preparing the audit report.

4. Exercise of Voting Rights:
You may exercise your voting rights by one of the following three (3) methods.
1) Exercise of voting rights by attendance at the General Meeting of Shareholders
Please submit the enclosed voting form to the receptionist on the day of the General Meeting of
Shareholders.
Date and time of the General Meeting of Shareholders: Wednesday, June 21, 2023, at 10:00 a.m. (Japan
Standard Time)
2) Exercise of Voting Rights by Postal Mail
Please indicate your approval or disapproval of the proposals on the enclosed voting form and return it bypostal mail to reach us no later than the deadline for exercising voting rights.
Deadline for exercising voting rights: To reach us no later than 5:35 p.m., Tuesday, June 20, 2023 (Japan
Standard Time)
3) Exercise of Voting Rights via the Internet
Kindly peruse the “Guide to the Exercise of Voting Rights via the Internet” on page 3, and please exercise
your voting rights by accessing the “Smart Exercise” or “Exercise of Voting Rights Website”(https://soukai.mizuho-tb.co.jp/) no later than the deadline for exercising voting rights.
Deadline for exercising voting rights: To input no later than 5:35 p.m., Tuesday, June 20, 2023 (Japan
Standard Time)
Handling of Exercising of Voting Rights
1) In cases of duplicate exercise of voting rights both by using the voting form and by using the Internet, theexercise of the voting rights via the Internet shall be treated as valid.
2) In cases in which multiple exercises of voting rights have been made via the Internet, the most recent
exercise of voting rights shall be treated as valid.
3) In the event that there is no indication of approval or disapproval of a proposal on the voting form, thisshall be treated as an intent of approval.

-2-

Guide to the Exercise of Voting Rights via the Internet
1. Exercise of Voting Rights by the “Smart Exercise”(1) Please read the QR code*1 on the right-hand side of the enclosed Voting Form using a smartphone orsimilar device*2, access the “Smart Exercise” website designated by the Company, and indicate yourapproval or disapproval of the proposals in accordance with the guidance on the screen (It is notnecessary to enter the Exercise of Voting Rights Code and the Password).
(2) The exercise of voting rights using “Smart Exercise” can only be performed once. In the event that you
wish to revise the approval or disapproval indicated after exercising voting rights, you must use method 2.
below to exercise your voting rights once again.
*1. QR Code is a registered trademark of DENSO WAVE INCORPORATED.
*2. An application (or a feature) to read QR Codes will be required.

2. Exercise of Voting Rights by the entry of the Exercise of Voting Rights Code and the Password(1) Please access the “Exercise of Voting Rights Website” (refer to the URL below), and enter the Exercise of
Voting Rights Code and the Password printed on the enclosed voting form to log in, then indicate yourapproval or disapproval in accordance with the guidance on the screen. It is necessary for you to change
your password when you log in for the first time.

https://soukai.mizuho-tb.co.jp/
(2)
(3)

(4)

The Exercise of Voting Rights Code and the Password (including the new password selected by yourself
when asked to change it) shall be valid only for this Ordinary General Meeting of Shareholders.
Please be careful how you manage your password, as it is used as a means of confirming the identity ofthe shareholder exercising voting rights. Please be noted that the Company (shareholder registryadministrator) will not contact you to ask for your password.
If you enter your password incorrectly for a certain number of times, the password will be locked andyou will no longer be able to use it. If this occurs, please complete the procedures indicated in theguidance on the screen.

(Notes)- The deadline for exercising voting rights is 5:35 p.m., Tuesday, June 20, 2023 (Japan Standard Time).
Voting rights reaching the Company (shareholder registry administrator) before the deadline are valid, so werequest that you kindly exercise them well in advance.
- In the event that voting rights are exercised both by using the voting form and via the Internet, only the voteperformed via the Internet shall be deemed effective. If you exercise your voting rights more than once via
the Internet, only your final vote shall be deemed effective.
- You shall bear your own expenses for connection to the Internet.
- Although operational checks have been carried out for the exercise of voting rights for common Internet
connection devices, there is a possibility that you may be unable to access the site due to the device you areusing and the situation at the time.
3. For your inquiries
If you have any inquiries, please contact the Securities Agent Dept. of Mizuho Trust & Banking Co., Ltd.,
which is the Company’s shareholder registry administrator, as shown below.
(1) Inquiries regarding the operation of the “Smart Exercise” and “Exercise of Voting Rights Website”
Tel: 0120-768-524 (toll free only from Japan) (Business hours: 9:00 a.m. to 9:00 p.m. except for year-end
and New Year’s holidays)(2) Inquiries regarding share handling matters other than the above
Tel: 0120-288-324 (toll free only from Japan) (Business hours: 9:00 a.m. to 5:00 p.m. on weekdays)-3-

Reference Documents for the General Meeting of Shareholders
Items to be Resolved and Reference Documents
Proposal 1:

Election of Seven (7) Directors

The terms of office of all seven (7) Directors will expire at the conclusion of this General Meeting of Shareholders.
In that regard, the Company proposes the election of seven (7) Directors.
The candidates for Directors are as follows:
No.

Name
(Date of birth)

Career summary, position, responsibilities, and significant
concurrent positions outside the Company
Apr. 1980
Nov. 2009
Sept. 2010

1

Number of theCompany’s shares
ownedJoined the Company
Was seconded to Sheng Yu Steel Co., Ltd.
Was treated as General Manager of Sheng Yu
Steel Co., Ltd.
Apr. 2012
Senior Executive Officer, Senior General
Manager Corporate Planning Division, General
Manager of Overseas Business Planning Dept.,
and Supervisor of Steel Coil & Sheet Plants of
the Company
Satoshi Nitta
Apr. 2014
Senior Executive Officer of the Company(March 26, 1956)
24,245President of YODOGAWA-SHENGYU
Reappointment(HEFEI) HIGH-TECH STEEL CO., LTD.
June 2017
Director, Managing Executive Officer of theCompany
President of YODOGAWA-SHENGYU(HEFEI) HIGH-TECH STEEL CO., LTD.
June 2018
President and Representative Director of theCompany (Current Position)[Significant concurrent position outside the Company]
President and Representative Director of Keiyo Tekko Futo Co.,Ltd.
Reasons for selection as a candidate for Director
Satoshi Nitta has worked mainly in the production and corporate planning department of steel-coil and sheet-related
operations. Since he also has considerable operational experience relating to the management of overseas subsidiarycompanies, we request that he continue to be appointed as a Director to utilize his extensive experience and knowledge
as a member of the Board of Directors of the Company.

-4-

No.

Name
(Date of birth)

Career summary, position, responsibilities, and significant
concurrent positions outside the Company
Apr. 1986
June 2011
Sept. 2012

Apr. 2014

June 2016

June 2017

June 2018

Toshio Kumamoto(March 13, 1963)
Reappointment
2

Apr. 2019

June 2019

Apr. 2022

Apr. 2023

Joined the Company
General Manager of General Affairs Dept. of
the Company
General Manager of General Affairs Dept. andGeneral Manager of General Affairs Dept. ofTokyo Branch of the Company
Executive Officer, General Manager Kure Plant
and General Manager of General Affairs Dept.
Kure Plant of the Company
Senior Executive Officer, General Manager
Administration Division, General Manager ofGeneral Affairs Dept. and General Manager ofGeneral Affairs Dept. of Tokyo Branch of theCompany
Senior Executive Officer, Senior General
Manager Administration Division, General
Manager of General Affairs Dept., General
Manager of General Affairs Dept. of Tokyo
Branch, in charge of affiliated companies of theCompany
Director, Managing Executive Officer, Senior
General Manager Administration Division,
General Manager of General Affairs Dept.,
General Manager of General Affairs Dept. ofTokyo Branch, in charge of affiliatedcompanies of the Company
Director, Managing Executive Officer, Senior
General Manager Administration Division,
General Manager of General Affairs Dept.,
General Manager of General Affairs Dept. ofTokyo Branch, Senior General Manager
Corporate Planning Division, General Managerof Overseas Business Planning Dept., in chargeof affiliated companies of the Company
Director, Managing Executive Officer, Senior
General Manager Administration Division,
General Manager of General Affairs Dept.,
General Manager of General Affairs Dept. ofTokyo Branch, in charge of affiliatedcompanies of the Company
Director, Managing Executive Officer, Senior
General Manager Administration Division, incharge of domestic affiliated companies of theCompany
Director, Senior Managing Executive Officer,
Senior General Manager Administration
Division, General Manager of Legal Affairs
Dept., in charge of domestic affiliatedcompanies of the Company (Current Position)

Number of theCompany’s shares
owned

11,606

Reasons for selection as a candidate for Director
Toshio Kumamoto has worked mainly in the general affairs department. Since he also has considerable operational
experience as a leader of main plants, we request that he continue to be appointed as a Director to utilize his extensive
experience and knowledge as a member of the Board of Directors of the Company.

-5-

No.

Name
(Date of birth)

Career summary, position, responsibilities, and significant
concurrent positions outside the Company
Apr. 1982
June 2011
Apr. 2012

Apr. 2015

June 2016

June 2019
Tadashi Hattori(July 16, 1958)
Reappointment

Apr. 20203
Oct. 2020

Apr. 2021

Apr. 2023

Joined the Company
General Manager of Sales Dept. - 1 of Sales
Division of the Company
Executive Officer, General Manager Sales
Division, General Manager of Sales Dept. - 1,
and Branch Manager of Tokyo of the Company
Executive Officer, General Manager Sales
Division, and General Manager of Sales Dept. 1 of the Company
Senior Executive Officer of the Company
President and Representative Director of
YODOKO SHOJI CO., LTD.
Director, Managing Executive Officer, Senior
General Manager of the Sales Division, General
Manager of Sales Dept. - 1 and Sales Dept. - 2,
and Branch Manager of Tokyo of the Company
Director, Managing Executive Officer, Senior
General Manager of the Sales Division, General
Manager of Sales Dept. - 1, and BranchManager of Tokyo of the Company
Director, Managing Executive Officer, Senior
General Manager of the Sales Division, andBranch Manager of Tokyo of the Company
Director, Managing Executive Officer, Senior
General Manager of the Sales Division, and in
charge of Development Division of theCompany
Director, Senior Managing Executive Officer,
Senior General Manager of the Sales Division,and in charge of Development Division of theCompany (Current Position)

Number of theCompany’s shares
owned

14,607

Reasons for selection as a candidate for Director
Tadashi Hattori has worked mainly in the sales department of steel-coil and sheet-related operations. Since he also has
considerable operational experience relating to the management of subsidiary companies, we request that he continue tobe appointed as a Director to utilize his extensive experience and knowledge as a member of the Board of Directors of
the Company.

-6-

No.

Name
(Date of birth)

Career summary, position, responsibilities, and significant
concurrent positions outside the Company
Apr. 1985
Feb. 2014

4

Eiichi Tanaka(August 19, 1962)
Reappointment

Joined the Company
Was seconded to PCM PROCESSING(THAILAND) LTD.
Managing Director
June 2017
Corporate Officer, General Manager Corporate
Planning Division, General Manager ofOverseas Business Planning Dept. of theCompany
June 2018
Executive Officer, Senior General Manager
Corporate Planning Division, General Managerof Overseas Business Planning Dept. of theCompany
Apr. 2019
Executive Officer of the Company
Director of YODOGAWA-SHENGYU(HEFEI) HIGH-TECH STEEL CO., LTD.
June 2019
Executive Officer of the Company
President of YODOGAWA-SHENGYU(HEFEI) HIGH-TECH STEEL CO., LTD.
June 2020
Executive Officer of the Company
Chairman of the Board, YODOGAWASHENGYU (HEFEI) HIGH-TECH STEEL
CO., LTD.
June 2021
Senior Executive Officer of the Company
Chairman of the Board, YODOGAWASHENGYU (HEFEI) HIGH-TECH STEEL
CO., LTD.
Apr. 2022
Managing Executive Officer, Senior General
Manager Corporate Planning Division, andGeneral Manager of Overseas Business
Planning Dept. of the Company, Chairman of
the Board of YODOGAWA-SHENGYU(HEFEI) HIGH-TECH STEEL CO., LTD., incharge of overseas affiliated companies of theCompany
June 2022
Director, Managing Executive Officer, Senior
General Manager Corporate Planning Division,and General Manager of Overseas Business
Planning Dept. of the Company, Chairman of
the Board of YODOGAWA-SHENGYU(HEFEI) HIGH-TECH STEEL CO., LTD., incharge of overseas affiliated companies of theCompany
Apr. 2023
Director, Senior Managing Executive Officer,
Senior General Manager Corporate Planning
Division, and in charge of plants of theCompany, Chairman of the Board of
YODOGAWA-SHENGYU (HEFEI) HIGHTECH STEEL CO., LTD., in charge of overseas
affiliated companies of the Company (Current
Position)[Significant concurrent position outside the Company]
Chairman of the Board, YODOGAWA-SHENGYU (HEFEI)HIGH-TECH STEEL CO., LTD.

Number of theCompany’s shares
owned

-7-

8,457

No.

5

6

Name
(Date of birth)

Career summary, position, responsibilities, and significant
concurrent positions outside the Company

Number of theCompany’s shares
owned

Reasons for selection as a candidate for Director
Eiichi Tanaka has worked mainly in the sales department of steel-coil and sheet-related operations. Since he also has
considerable operational experience relating to the management of overseas subsidiary companies, we request that hecontinue to be appointed as a Director to utilize his extensive experience and knowledge as a member of the Board of
Directors of the Company.
Sept. 1973
Registered as Certified Public Accountant
June 2006
Retired from KPMG AZSA & Co. (currently
KPMG AZSA LLC)
July 2006
Opened Mitsuaki Yuasa CPA Office (Current
Position)
June 2008
Outside Audit & Supervisory Board Member of
the Company
Mitsuaki Yuasa
0(June 30, 1946)
Nov. 2008
Outside Member of the Board of WORLD Co.,
Reappointment
Ltd.
June 2009
Outside Audit & Supervisory Board Member ofSojitz Corporation
June 2016Retired from Outside Audit & Supervisory
Board Member of the Company
June 2018
Outside Director of the Company (Current
Position)
Reasons for selection as a candidate for Outside Director and overview of expected role
Mitsuaki Yuasa has experience as an outside officer at listed companies in addition to considerable knowledge offinance and accounting and a wide range of insight from his many years of experience as a Certified Public Accountant.
We request that he continue to be appointed as an Outside Director so that such experience and knowledge can bereflected in the management of the Company. He has not been directly involved with the management of a company
other than serving as an outside officer. However, he has considerable expertise involving finance, and accounting
matters as a Certified Public Accountant. Since he has sufficient knowledge to deal with these matters, the Company
believes that he will be able to properly perform the duties of an Outside Director. After his appointment, we expect him
to fulfill the above role.
Apr. 1974
Joined Mitsubishi Plastics, Inc. (currently
Mitsubishi Chemical Corporation)
Apr. 2010
Executive Officer, General Manager ofNagahama Plant and General Manager of Santo
Plant of Mitsubishi Plastics, Inc.
Apr. 2011
Director of the Board and Managing Executive
Officer of Mitsubishi Plastics, Inc., andManaging Executive Officer of Mitsubishi
Sadao Kobayashi
Chemical Holdings Corporation
0(December 11, 1951)
Apr. 2015
Representative Director and Senior Managing
Reappointment
Executive Officer of Mitsubishi Plastics, Inc.
Apr. 2017
Advisor to Mitsubishi Chemical Corporation
June 2019
Advisor to Japan Excel-Management
Consulting Co., Ltd. (JEMCO) (Current
Position)
June 2021
Outside Director of the Company (Current
Position)
Reasons for selection as a candidate for Outside Director and overview of expected role
Sadao Kobayashi has extensive experience as a manager of a listed company, including leadership of overseas groupcompanies, and a wide range of insight based on his many years of experience in the manufacturing and production
technology sectors. The Company proposes that he be reappointed as an Outside Director so that his independent
viewpoints from outside the Company can continue to be applied to the management of the Company for contributing
to its further development. After his appointment, we expect him to fulfill the above role.

-8-

No.

Name
(Date of birth)

Career summary, position, responsibilities, and significant
concurrent positions outside the Company

Number of theCompany’s shares
owned

Apr. 1991

7

Notes:

Registered as Attorney Joined KANSAI LAW& PATENT OFFICE
Aug. 1993
Joined Kudawara & Kuse Law Offices, Partner
June 2009
Member of Committee on Intellectual Property
Rights of Japan Federation of Bar Associations
Katsuyuki Kuse
(Current Position)0
Sept. 2010
Representative Attorney of Kudawara & Kuse
(March 12, 1963)
Law Offices (Current Position)
Reappointment
June 2013
Japan Intellectual Property Association Lecturer
Apr. 2019
Osaka Bar Association, Intellectual Property
Committee Chair
June 2021
Outside Director of the Company (Current
Position)
Reasons for selection as a candidate for Outside Director and overview of expected role
Katsuyuki Kuse has tremendous experience as an attorney at law and insight into a wide range of corporate legal
matters, particularly intellectual property rights. The Company proposes that he be re-elected as an Outside Director sothat his independent viewpoints from outside the Company can continue to be applied to the management of theCompany for contributing to further enhancement of the Company’s corporate governance and the further revitalizationof the Board of Directors. He has not been directly involved with the management of a company other than serving asan outside officer. However, he has considerable expertise involving legal matters as an attorney at law. Since he has
sufficient knowledge to deal with these matters, the Company believes that he will be able to properly perform theduties of an Outside Director. After his appointment, we expect him to fulfill the above role.
1. There is no particular business or other relationship between any of the candidates and the Company.
2. Number of Years since the Candidates for Outside Directors were appointed as Outside Directors of the Company
As of the date of the conclusion of this General Meeting of Shareholders, Mitsuaki Yuasa will have served as Outside
Directors of the Company for a period of five (5) years and Sadao Kobayashi and Katsuyuki Kuse both will have served
for a period of two (2) years.
3. Director candidates Mitsuaki Yuasa, Sadao Kobayashi and Katsuyuki Kuse are candidates for election as Outside
Directors. A notice has been submitted to the Tokyo Stock Exchange that these three candidates are designated as
Independent Officers in accordance with the regulations of this exchange.
4. The Company has agreements with Mitsuaki Yuasa, Sadao Kobayashi and Katsuyuki Kuse respectively that limit their
liability as prescribed in Article 423, Paragraph 1 of the Companies Act, in accordance with Article 427, Paragraph 1 of
the Companies Act and the Company’s Articles of Incorporation. The liability limit in these agreements is the higher of
8 million yen or the minimum limit on liability in Article 425, Paragraph 1 of the Companies Act, and in case they are
re-elected, the Company plans to continue such agreements with them.
5. The Company shall enter into a liability insurance agreement with an insurance company for Directors, Officers, andothers, as provided for in Article 430-3, Paragraph 1 of the Companies Act, and the insurance policy covers damages andlitigation expenses incurred by the insured due to claims for damages arising from the insured’s acts (including
omissions) committed by the insured in the course of their duties as Director and Officers of the Company. If eachcandidate is elected, the candidate will be included as an insured person under this insurance policy. The Company plansto renew this insurance policy with the same terms and conditions during the term of office.

-9-

(Reference) Structure of the Board of Directors (projected makeup from June 21, 2023)
1. Expertise and experience expected of Directors
Areas of particular expertise
Experience
BusinessinIndependent
Production,
Committee management
Human
managing
outsideESG and
Foreign
Finance andSales and technology,
member
ICT and DX
Legal affairs
resourcesand
other
officersustainability
operations
accounting
marketingandand labor
managementcompanies
development
strategy

Name

Years in
officeSatoshi Nitta

6

ToshioKumamoto

5

●

4

●

●

●

●

1

●

●

●

●

Tadashi
Hattori
Eiichi Tanaka
Mitsuaki

○

5

○

Sadao
Kobayashi

2○

Katsuyuki
Kuse

2

○

Yuasa

○

●

○

●

○

●

●

●
●

●

●

●

●
●

●

●

●
●

○

●
●

●

2. Description of expertise and experience expected of above Directors
Satoshi Nitta

Toshio Kumamoto
Tadashi Hattori
Eiichi Tanaka

Mitsuaki Yuasa

Sadao Kobayashi
Katsuyuki Kuse

In addition to the fields of Production and technology and Foreign operations, in which he has longexperience, he is expected to provide top management leadership in ICT and DX and in ESG andsustainability, areas in which strategic initiatives will be necessary for the Company.
In addition to the field of Human resources and labor, in which he has long experience, he is expected toprovide expertise in the fields of Finance and accounting, Legal affairs, and ESG and sustainability as
Senior General Manager of Administration Division.
In addition to the field of Sales and marketing, in which he has long experience, he is expected to provide
expertise in product development and Foreign operations, leveraging his marketing perspective.
In addition to the fields of Sales and marketing and Foreign operations, in which he has long experience,
he is expected to provide expertise in ICT and DX, ESG and sustainability, and Production, technology,
and development as Senior General Manager Corporate Planning Division and in charge of plants.
In addition to his considerable experience and expertise in Finance and accounting and in M&A, he isexpected to provide general management advice based on his extensive experience as an outside director
and outside corporate auditor at other companies.
He is expected to provide general management advice based on his extensive experience in the
Production and Technology sector, including leadership of overseas group companies, as well as his
knowledge as a manager in a listed company.
He is expected to contribute to corporate governance by utilizing his knowledge as an attorney withexperience in corporate legal affairs.

- 10 -

Proposal 2:

Election of One (1) Substitute Audit & Supervisory Board Member

The Company proposes that one (1) substitute Audit & Supervisory Board Member be elected to prepare for a casewhere the number of the members of Audit & Supervisory Board falls below the number stipulated by laws andregulations.
The Audit & Supervisory Board has given its consent to this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and significant concurrent position outside the Company

Number of theCompany’s shares
owned

Oct. 1998
Apr. 2002
Apr. 2008
Sept. 2012

Joined Asahi & Co. (currently KPMG AZSA LLC)
Registered as Certified Public Accountant
Joined GYOSEI & CO.
Tomoko Matano
Registered as Certified Public Tax Accountant
0(October 18, 1975)
Opened Matano Certified Public Accountant Office(Current Position)
Sept. 2014
Appointed as a Partner in GYOSEI & CO. (Current
Position)
Reasons for selection as a candidate for substitute Outside Audit & Supervisory Board Member
Tomoko Matano has considerable knowledge of finance and accounting from her many years of experience as a Certified Public
Accountant. She was asked to become a substitute Outside Audit & Supervisory Board Member candidate in order to utilize thisknowledge in the Company’s auditing activities. She has not been directly involved with the management of a company. However,she has considerable expertise involving finance, and accounting matters as a Certified Public Accountant. Since she has sufficientknowledge to deal with these matters, the Company believes that she will be able to properly perform the duties of an Outside Audit& Supervisory Board Member.
Notes:

1. There is no particular business or other relationship between the candidate as above and the Company.
2. Tomoko Matano is a candidate for election as a substitute Outside Audit & Supervisory Board Member.
3. Tomoko Matano fulfills the requirements as an Outside Audit & Supervisory Board Member.
4. If Tomoko Matano is elected as Outside Audit & Supervisory Board Member, the Company plans to submit notification
to Tokyo Stock Exchange, Inc. that she is designated as an Independent Officer in accordance with the regulations of thisexchange.
5. If Tomoko Matano is elected as Outside Audit & Supervisory Board Member, in accordance with the Company’s
Articles of Incorporation and Article 427, Paragraph 1 of the Companies Act, the Company plans to establish an
agreement with this individual that limits her liability as prescribed in Article 423, Paragraph 1 of the Companies Act.
The liability limit in this agreement will be the higher of 8 million yen or the minimum limit on liability in Article 425,
Paragraph 1 of the Companies Act.
6. The Company shall enter into a liability insurance agreement with an insurance company for Directors, Officers, andothers, as provided for in Article 430-3, Paragraph 1 of the Companies Act, and the insurance policy covers damages andlitigation expenses incurred by the insured due to claims for damages arising from the insured’s acts (including
omissions) committed by the insured in the course of their duties as Director and Officers of the Company. If Tomoko
Matano is appointed as Outside Audit & Supervisory Board Member, she will be included as an insured person under
this insurance policy. The Company plans to renew this insurance policy with the same terms and conditions during theterm of office.

- 11 -

Proposal 3:

Continuation of the Company’s Policy for Responding to Large-Scale Acquisitions of theCompany’s Shares, etc. (Takeover Defense Measures)

The Company introduced “The Company’s Policy for Responding to Large-Scale Acquisitions of the Company’s
Shares, etc.” (Takeover Defense Measures) at the Board of Directors meeting held on May 23, 2006. Recently, atthe 121st Ordinary General Meeting of Shareholders held on June 23, 2020, the Company’s shareholders approved
the continuation of the Plan (hereinafter referred to as the “Current Plan”). The Current Plan will expire at theconclusion of this Ordinary General Meeting of Shareholders.
Even after the approval of the continuation of the Current Plan in 2020, we still consider the policy as one of theinitiatives to protect and increase the Company’s corporate value and the common interests of shareholders,
including whether or not to continue the Current Plan and its form if it were to continue, based on social andeconomic changes, various developments surrounding takeover defense measures, the unfolding of various
discussions and the Corporate Governance Code, and so on.
As a result, at the Company’s Board of Directors meeting held on May 10, 2023, all seven of our directors,
including three outside directors, attended and unanimously resolved to continue “The Company’s Policy for
Responding to Large-Scale Acquisitions of the Company’s Shares, etc.” (Takeover Defense Measures) (hereinafter,
the Takeover Defense Measures after continuation will be referred to as the “Plan”) upon a partial amendment of
the Current Plan subject to the approval of shareholders at the Ordinary General Meeting of Shareholders.
Accordingly, the shareholders’ approval of the Plan shareholders is requested.
The main points of alteration of the Plan from the Current Plan from the perspective of protection and enhancementof our corporate value and the common interest of shareholders, in addition to revision of words and phrases andparaphrase, are as follows:
(1)
(2)

1.

Persons who act or intend to act jointly or in cooperation with other persons have been included in thescope of Large-scale Buyer (defined in 2. below).
The details to be described in the Letter of Intent (defined in 4. (1) below) and Necessary Information(defined in 4. (2) below) have been added.

Purpose of the Plan
The environment surrounding the Company’s primary business, the manufacture, and sale of surface-treatedsteel sheet, has become increasingly severe, with intense changes. Under such circumstances, the Company
group has made efforts to expand businesses that take advantage of our strengths, such as management that
focuses on flexibility only available to companies that are independent with respect to their management
policies, raw material procurement, and so on, an optimal balance of geographical locations in Asia, ourcustomer base and reputation which we have built up through over 80 years of operations, and our strong
financial structure. In conjunction with this, we are also taking measures to improve corporate value, such asenhancement of fundamental earning power primarily in sheet steel segment, and reforms to our corporate
management structure. In terms of the Company’s management, we believe that, in order to have a proper
appreciation of corporate value, it is indispensable to understand not only our technology and experience inrelation to surface finishing for steel sheet, casting rolls, etc., which we have accumulated over many years,
and the relationships of trust which we have built not only with stakeholders such as the Company’s trade
partners and employees, but also with business partners and their employees in countries and regions where
the Company group conducts business. Further, we believe that, for manufacturing businesses in particular,
which require a considerable amount of time in order to research and develop new base technologies andcommercialize them, management that takes initiatives to improve medium to long-term growth in corporate
value rather than short-term profit would contribute to the interests of the shareholders overall.
On the other hand, due to the current state of Japan’s capital markets and legal system, we cannot deny thepossibility that there will be a Large-Scale Acquisition that damages such strength of the Company group andclearly harms corporate value of the Company group and eventually the common interests of shareholders.
Under the Financial Instruments and Exchange Act, while tender offers are mandatory for certain large-scaleacquisitions, and rules pertaining to disclosure and procedures are prescribed, in principle, it is only
applicable to off-market transactions, not to market transactions. Further, in the event of a sudden hostile- 12 -

large-scale acquisition, it is considered that there is a risk that shareholders may not be able to securenecessary information and sufficient time for considerations, since the buyer may refuse to answer thequestions of the target company as long as it provides a clear reason and it is highly possible that the actual
maximum tender offer period becomes 30 business days.
Having considered the points above, believing that securing necessary information and time for shareholders’appropriate decision making, and securing negotiations with buyers to be made in accordance with certain
reasonable rules would lead to enhancement of our corporate value and the common interests of shareholders,the Company’s Board of Directors has set forth certain rules below in relation to securing of information
provision and consideration time in case of a large-scale acquisition (hereinafter referred to as the “LargeScale Acquisition Rules”). And the Board of Directors has decided to keep a takeover defense measures upon
partial amendment of the Current Plan, subject to the approval of the shareholders at the general shareholders
meeting, that includes the countermeasures in the event of a large-scale acquisition by an unsuitable buyer, in
accordance with “The Company’s Basic Policy in Relation to Those Who Controls its Finances and Business
Policy Decisions.”
Please refer to Appendix 1 for the outline of the flow of the Plan.
2.

The Targets of the Plan
The Plan is applied to an acquisition or other transaction involving the purchase of the Company’s shares, etc.
(note 3), for the purpose of making the ratio of voting rights (note 2) of the specific shareholder group (note1) 20% or more, or any acquisition or other transaction involving the purchase or act similar thereto (note 4)of the Company’s shares, etc., where as a result the ratio of voting rights of a specific shareholder group
becomes 20% or more (with respect to both cases, acquisitions where the Company’s Board of Directors has
given its consent in advance are excluded and the method of acquisition, market transaction or tender offer,does not matter. Hereinafter, such transaction is referred to as a “Large-Scale Acquisition” and the person
performing or intending to perform such act itself or jointly or in cooperation with another person is referred
to as the “Large-Scale Buyer”).
Note 1:

Specific Shareholder Group means:(i)
A holder (including a person included in a holder pursuant to Article 27-23, Paragraph 3 of the Financial
Instruments and Exchange Act, and hereinafter the same applies) of the Company’s shares, etc., (meaning
securities, etc., as defined in Article 27-23, Paragraph 1 of the Financial Instruments and Exchange Act) or a
joint holder (meaning a joint holder as defined by Article 27-23, Paragraph 5 of the Financial Instruments andExchange Act; including those considered to be joint holders pursuant to Article 27-23, Paragraph 6) of theCompany’s shares, etc.;
and(ii) A person engaged in purchase, etc., (meaning purchase, etc., as defined by Article 27-2, Paragraph 1 of the
Financial Instruments and Exchange Act, including acts taken on financial instruments exchange markets) of
the Company’s shares, etc., (meaning securities, etc., as defined by Article 27.2, Paragraph 1 of the Financial
Instruments and Exchange Act) and persons in special relationships with such person (meaning persons in
special relationships as defined by Article 27-2, Paragraph 7 of the Financial Instruments and Exchange Act;
hereinafter the same applies).

Note 2:

Ratio of voting rights means(i)
In the case of a specific shareholder group noted in (i) of note 1, the combined ratio of the holding ratio of suchholder (meaning the holding ratio of shares, etc., as defined by Article 27-23, Paragraph 4 of the Financial
Instruments and Exchange Act; in such case, the number of shares, etc., held by the joint holders of such holder(meaning the number of shares, etc., held as defined in the same Paragraph; hereinafter the same applies) shallalso be included);or(ii) In the case of a specific shareholder group noted in (ii) of note 1, the total of the ratio of shares, etc., held
(meaning the ratio of shares held as defined in Article 27-2, Paragraph 8 of the Financial Instruments andExchange Act) by the large-scale buyer and the persons in a special relationship with it. For the calculation of
the holding ratio of shares, etc., the most recently calculated figures in securities reports, quarterly financial
statements, and share buyback reports may be referred to in terms of the total number of voting rights (asdefined by Article 27-2, Paragraph 8 of the Financial Instruments and Exchange Act) and the total number ofissued shares (as defined in Article 27-23, Paragraph 4 of the Financial Instruments and Exchange Act).

- 13 -

Note 3:

Shares, etc. means securities, etc., as defined in Article 27-23, Paragraph 1 and 27-2, Paragraph 1 of the Financial
Instruments and Exchange Act.

Note 4:

Regardless of whether conducting an acquisition or an act of purchase of shares, etc., the act includes (i) acts by aspecified shareholder group conducted with other shareholders of the Company (including the case of multiple
shareholders; hereinafter the same applies in this note 4) and agreement or other acts so as to have the othershareholders fall under joint holders of the specified shareholder group as a result of such acts or any acts (*2) toestablish a relationship of substantial control of one party of the other party between the specified shareholder groupand the other shareholders or conducting jointly or in cooperation by such persons (*1) (ii) where the total of theholding ratio of shares, etc. of the specified shareholder group and the other shareholders become 20% or more forshares, etc. where the Company is the issuer.
*1 :The determination of whether or not a “relationship of substantial control of one party of the other party
between the specified shareholder group and the other shareholders or conducting jointly or in cooperation
by such persons” has been established will be based on the formation of a substantial interest concerning theCompany’s shares, etc. and the direct or indirect impact on the Company caused by the specified
shareholder group and the other shareholder through a new capital contribution relationship, businessalliance relationship, transactional or contract relationship, concurrent officer relationships, funding
relationship, credit relationship, derivatives, shares for loan, etc.
*2:
The determination as to whether or not any act prescribed in note 4 has been conducted will be reasonably
determined by the Company’s Board of Directors with respect to the recommendations of the Independent
Committee to the fullest extent. The Board of Directors of the Company may request the shareholders of theCompany to provide necessary information to the extent necessary for determining whether or not fallingunder prescribed requirements in note 4.

3.

Establishment of an Independent Committee and Confirmation of the Intention of the Shareholders
The Company’s Board of Directors will, under the Plan, just like under the Current Plan, establish an
independent committee composed of persons independent of the Company (hereinafter referred to as the“Independent Committee”) in order to preclude arbitrary decision-making by the Company’s Board of
Directors.
The Independent Committee will be composed of three members or more to be elected by the Board of
Directors from among the Company’s outside directors, outside auditors, or other outside experts (the names
and career summaries of Independent Committee members are attached as Appendix 1).
Prior to taking countermeasures, the Company’s Board of Directors will consult with the Independent
Committee on the pros and cons of taking countermeasures, and pursuant to the Necessary Information
provided, the Independent Committee will conduct evaluations and considerations of the Large-Scale
Acquisition and based on that result, it will make recommendations to the Board of Directors whether or not
the countermeasures should be taken with the reasons for the recommendation. The Company’s Board of
Directors will determine whether countermeasures should be conducted with respect of the recommendationsof the Independent Committee to the fullest extent. The details of the recommendations of the Independent
Committee will be disclosed in a timely and appropriate manner.
In addition, the Company’s Board of Directors will, in principle, convene a General Meeting of Shareholders(hereinafter referred to as the “General Meeting of Shareholders for Confirmation of Shareholders’Intention”) to confirm the intention of shareholders in connection with the decision to conduct
countermeasures. Further, an outline of the Independent Committee is attached as Appendix 2.

4. Details of Large-Scale Acquisition Rules(1) Submission of Letter of Intent to the Company
When a prospective Large-Scale Buyer intends to carry out a Large-Scale Acquisition, prior to theLarge-Scale Acquisition or proposal of the Large-Scale Acquisition, it is firstly requested that such
Large-Scale Buyer shall submit to the Company’s Board of Directors a letter of intent stating, inJapanese, the following including a legally binding undertaking comply with the Large-Scale
Acquisition Rules (to be signed or affixed with the name and seal of the representative(s) of the Large- 14 -

Scale Buyer) (hereinafter referred to as the “Letter of Intent”).
(a)
(b)
(c)
(d)
(e)
(f)
(g)

(h)

(i)

The name and address or location of the Large-scale Buyer
The law governing the incorporation of the Large-scale Buyer
Title and name of representative of the Large-scale Buyer
The domestic contact of the Large-scale Buyer
Description of the objects and business of the Company, etc. of the Large-scale Buyer
Outline of the Large-scale Buyer’s direct or indirect major shareholders or major investors (topten for shareholding ratio or investment ratio) and beneficial shareholders (investors)
Number of shares, etc. of the Company currently held by the Large-scale Buyer and the situationof transactions of the Company’s shares, etc. of the Large-scale Buyer during the 60-day periodprior to the submission of the Letter of Intent
Outline, etc. of the Large-Scale Acquisition proposed by the Large-scale Buyer (including thetype and number of shares, etc. of the Company to be acquired by the Large-scale Buyer throughthe Large-Scale Acquisition, and the purpose of the Large-scale Acquisition (if there is a purpose
including the acquisition of control or participation in management, net investment or long-term
investment, transfer of shares, etc. of the Company to a third party after the Large-Scale
Acquisition, etc., or Important Proposed Acts, etc. (note 5), a statement to such effect and thedetails, and if there are multiple purposes, a description of all of them.))
Undertaking to comply with the Large-Scale Acquisition Rules set forth in the Plan

In the event the Company receives a letter of intent from the prospective Large-Scale Buyer, we willpromptly make public announcement of such fact and, if necessary, the details of the letter of intent.
Note 5: Important Proposed Acts means the Important Proposed Acts prescribed in Article 27-26, Paragraph 1 of the
Financial Instruments and Exchange Act, Article 14-8-2, Paragraph 1 of the Order for Enforcement of the
Financial Instruments and Exchange Act, and Article 16 of the Cabinet Office Ordinance on Disclosure of
Large Volume Share Certificate, etc. Holding Status.

(2)

Request to the Large-Scale Buyer to Provide Information
The Company’s Board of Directors will, within ten business days reckoned from the day following thedate on which the Letter of Intent in (1) above is received, submit a list of necessary and sufficient
information (hereinafter referred to as the “Necessary Information”) that should be submitted by theLarge-Scale Buyer to the Company’s Board of Directors in order to allow the Company’s shareholders
to make a decision and the Company’s Board of Directors to form an opinion. The Large-Scale Buyer
shall provide the Necessary Information in writing and in Japanese to the Company’s Board of
Directors in accordance with the list of Necessary Information. Matters that will generally be part of theNecessary Information are as per the below. Although their specific contents will differ depending on
the type of Large-Scale Buyer and the details of the Large-Scale Acquisition, in any case, the scope of
the Necessary Information will be limited to the extent which is necessary and sufficient to allow
shareholders to make a decision and the Company’s Board of Directors to form an opinion.
(a)

(b)

Details (including name, address, business details, domestic contact, capital composition,
financial details, and career or company history, names and career history of officers, details of
past transactions similar to the Large-Scale Acquisition, the result and the impact on the corporate
value of the target company of such past transaction; and information relating to their experience,
etc., with regard to the Company’s business or similar businesses) of the Large-Scale Buyer andspecified shareholder group (including joint holders, persons in special relationships with it, andother constituent members. Where a person included in the specified shareholder group is anatural person, including the principal career history (including the business and address of acorporation or other organization where the person has been engaged in work or duties, the timeof commencement and termination of each work duty), including age and nationality.).
The details of the shares, etc. of the Company held by each of the persons included in thespecified shareholder group, all transactions (including the nature of transactions, prices, places
and methods of transactions, and counterparties to transactions) relating to the shares, etc. of theCompany made by each of the persons included in the specified shareholder group during the past
- 15 -

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

(k)
(l)

180 days, and all contracts, arrangements, and agreements (including oral agreements or whether
or not there is a possibility of performance) respectively concluded with respect to the shares, etc.
of the Company.
The purpose and details of the Large-Scale Acquisition (including the amount and type of
consideration for the Large-Scale Acquisition, purchase period, related transaction mechanisms,
legality of purchase method, and feasibility of such Large-Scale Acquisition and relatedtransactions).
If the purpose of the transaction is transferring to a third party after acquisition of the shares, etc.
of the Company, the outline of the third party (contents in accordance with (a) above) and therelationship with the specified shareholder group, as well as the purpose of the third party
receiving the transfer of shares, etc. of the Company and the matters corresponding to (e) and (f)below after receipt of transfer of the shares.
The basis for the calculations of the purchase price for the Company’s shares and substantiation of
the purchasing funds with respect to the Large-Scale Acquisition (including facts assumed in thecalculations, calculation method, numerical information used in the calculation, the amount ofsynergy that is expected to be generated from the series of transactions pertaining to the LargeScale Acquisition and the basis for the calculation, the amount of synergy that is to be distributed
to the minority shareholders and the basis for the calculation, etc., the specific name of the fundprovider (including the actual provider), funding method, and details of related transactions).
Composition of directors (including name and career summaries of candidates, whether or not
informal consents of appointment are obtained from such candidates, and information relating totheir experience, etc., in the Company’s industry and similar industries), management policy,
business plan, finance plan, capital policy, dividend policy, capital utilization policy, etc.,
envisioned after they become involved in the Company’s management.
The expected Company’s stakeholders after the completion of the Large-Scale Acquisition(customers, trade partners, employees, regional companies, etc.), and whether or not there will be
any changes regarding the Company’s relationships with them and the details thereof.
The possibility of maintaining required permits and licenses and the possibility of compliancewith various laws and regulations in the Company’s business operations after the completion of
the Large-Scale Acquisition
Regulatory matters pursuant to laws and regulations, etc. which are likely to be applicableconcerning the Large-Scale Acquisition and the possibility of otherwise obtaining approvals or
permits and licenses, etc. pursuant to laws and regulations, etc.
Whether or not there is an association with an antisocial organization or terrorism-relatedorganization (whether direct or indirect) and the nature of the association, if there is any
association
The policy to recover capital invested for the Large-Scale Acquisition
Other information reasonably deemed to be necessary by the Company’s Board of Directors.

The Company’s Board of Directors may set a time limit for the Large-Scale Buyer to provide
information, if necessary, in light of prompt management of the Large-Scale Acquisition Rules.
However, in the case that the Large-Scale Buyer makes an application for an extension based onreasonable grounds, the time limit may be extended.
Further, in the event that, as a result of careful examination of the Necessary Information that is initiallyprovided, the Company’s Board of Directors finds that the Necessary Information is insufficient forevaluating or considering the Large-scale Acquisition, the Company’s Board of Directors may request
the Large-Scale Buyer to provide with additional information, setting an appropriate time limit (within
60 days calculated from the date when a list of Necessary Information is first submitted). In the event
the Company’s Board of Directors determines that the provision of Necessary Information by theLarge-Scale Buyer has been completed, it will send the Large-Scale Buyer a notification to such effectand make a public announcement.
Further, in the event part of the corresponding information is not provided by the Large-Scale Buyer,
despite the request of additional information by the Company’s Board of Directors, there may be- 16 -

instances where our negotiations, etc., with the Large-Scale Buyer pertaining to information provision
are concluded without obtaining all of the Necessary Information requested by the Company’s Board of
Directors and a public announcement is made to such effect along with the commencement of theevaluation and consideration by the Company’s Board of Directors in (3) below, as long as reasonable
explanation is given by the Large-Scale Buyer regarding the reason why such information has not been
provided.
The Necessary Information provided to the Company’s Board of Directors will be submitted to the
Independent Committee and, if it is deemed to be necessary for the shareholders to make a decision, it
will be publicly announced in whole or in part at the point in time determined to be appropriate by theCompany’s Board of Directors.
(3)

Evaluation and Consideration by the Board of Directors
After the Large-Scale Buyer has completed providing the Necessary Information, the Company’s Boardof Directors will set a period for the evaluation, consideration, negotiation, formation of opinions andalternate proposals by the Board of Directors (hereinafter referred to as “Board of Directors Evaluation
Period”), which will be a maximum of 60 days in the case where all of the shares of the Company are
acquired through a tender offer using cash only remuneration (yen), and a maximum of 90 days in caseof any other Large-Scale Acquisition. The Large-Scale Acquisition may only commence after the Boardof Directors Evaluation Period.
During the Board of Directors Evaluation Period, the Company’s Board of Directors will, taking advice
from external experts (financial advisers, lawyers, CPAs, etc.) as necessary, thoroughly evaluate andconsider the Necessary Information provided, to prudently form an opinion as the Company’s Board of
Directors, respecting the recommendations of the Independent Committee to the fullest extent, from thepoint of view of whether or not it contributes to the Company’s corporate value and the common
interests of shareholders, and then publicly announce the outcome. Also, as necessary, the Company’s
Board of Directors may negotiate with the Large-Scale Buyer to improve the details of the Large-Scale
Acquisition and offer alternative proposals.
Further, in the event there are unavoidable circumstances where the Board of Directors cannot reach adecision as to whether or not the countermeasures are to be taken or a decision to hold a General
Meeting of Shareholders for Confirmation of Shareholders’ Intention during the Board of Directors
Evaluation Period due to the Independent Committee not being able to recommend whether or not thecountermeasures are to be taken during the Board of Directors Evaluation Period, the Company’s Boardof Directors may, pursuant to the recommendations of the Independent Committee, extend the Board of
Directors Evaluation Period within the scope necessary by up to 30 days. In the event the Company’s
Board of Directors resolves to extend the Board of Directors Evaluation Period, the specific period ofextension and the reason for such specific extension is required will be publicly announced.

5.

Response Policy in the Event of a Large-Scale Acquisition(1) In the Event the Large-Scale Buyer Has Complied with the Large-Scale Acquisition Rules
In the event the Large-Scale Buyer has complied with the Large-Scale Acquisition Rules, even if theCompany’s Board of Directors has an opinion against the Large-Scale Acquisition, it will not, inprinciple, take the countermeasures against the Large-Scale Acquisition, but will only try persuading
the Company’s shareholders by providing dissenting opinions against the Large-Scale Acquisition or
making alternate proposals. As for whether or not to accept the offer of the Large-Scale Acquisition, theshareholders will make decision upon consideration of the acquisition proposal, etc., and the opinion of
the Company regarding such acquisition proposal and alternate proposals of the Company.
Even in the event the Large-Scale Acquisition Rules are complied with, however, if it is decided by theCompany’s Board of Directors that the Company’s corporate value and the common interests ofshareholders will be significantly harmed by the Large-Scale Acquisition, the Company’s Board of
Directors may take the countermeasures by allotment of share acquisition rights without contribution(as described in Appendix 3) against the Large-Scale Acquisition in order to protect and enhance thecommon interests of the Company’s shareholders in the medium to long term.
- 17 -

The Company’s Board of Directors determines that in case of execution of the countermeasures in theevent the Large-Scale Buyer has complied with the Large-Scale Acquisition Rules, the Company willhold a shareholders meeting for confirmation of the shareholders’ intention, in principle, to confirm theintention of shareholders. However, the countermeasures may be executed without holding ashareholders meeting for confirmation of the shareholders’ intention, in the case that the Large-Scale
Acquisition falls in any of (a) through (e) below where it is clearly foreseeable that irreparable harm
will be done to the Company and execution of countermeasures are found appropriate, or theCompany’s Board of Directors does not have enough time to hold a shareholders meeting for
confirmation of the shareholders’ intention. In such case, the Company’s Board of Directors will
respect the recommendations of the Independent Committee to the fullest extent to assure objectivity
and reasonableness of the judgment whether or not to execute the countermeasures against the LargeScale Buyer.
The countermeasures will be implemented only when it can be judged on reasonable grounds that theLarge-scale Acquisition will significantly impair the corporate value of the Company and therefore thecommon interests of shareholders. The countermeasures will not be implemented solely due to formallyfalling under any of (a) to (e) below.
(a)

(2)

In case that, despite having no real intention to participate in the Company’s management, theLarge-Scale Buyer is acquiring the shares only for the purpose increasing the share price andcausing the Company’s related parties to purchase the shares at an overstated price (so-calledgreenmail case);(b) In case that the Large-Scale Buyer is acquiring the shares for the purpose of conducting so-calledscorched earth management, such as temporarily taking control of the Company’s management inorder to cause the transfer of intellectual property, know-how, trade secrets, key trading partners
or key customers, etc., that are necessary for the management of the Company’s business to thebuyer or its group company, etc.;(c) In case that the Large-Scale Buyer is acquiring the shares with a plan to use the assets as collateralfor or source of funds for repayment of the debts of the buyer or its group company after it takes
control of the company’s management;(d) In case that it is acquiring the shares for the purpose of temporarily taking control of theCompany’s management in order to dispose of, such as by selling, the high value assets of theCompany which are not directly related to the Company’s business for the time being, such as realestate and marketable securities, and, with the profits from such disposal, temporarily distributing
high dividends or aiming to cause the share price to suddenly increase through high dividends inorder to sell the shares at higher price;(e) In case that the method of acquisition of the Company’s shares proposed by the Large-Scale
Buyer may restrain the shareholder’s opportunities or freedom to make a decision, having a risk toforce the shareholders to sell the Company’s shares, such as in the cases of so-called “coercive
two-tiered tender offers” (meaning conducting a tender offer, setting more unfavorable acquisition
conditions for the second stage than the first stage, or not setting clear conditions for the second
stage).
In the Event the Large-Scale Buyer Does Not Comply with the Large-Scale Acquisition Rules
In the event the Large-Scale Buyer has not complied with the Large-Scale Acquisition Rules, regardlessof the specific acquisition method for the purpose of protecting the Company’s corporate value and thecommon interests of shareholders, to improve or secure the common interests of the Company’s
shareholders in the medium to long term, the Company’s Board of Directors may take thecountermeasures described in (1) above. If the Large-Scale Buyer does not comply with the Large-Scale
Acquisition Rules, the Company’s Board of Directors will, in principle, hold a General Meeting of
Shareholders for Confirmation of Shareholders’ Intention and confirm the intention of the shareholders.
However, if there is not enough time to hold a General Meeting of Shareholders for Confirmation of
Shareholders’ Intention, countermeasures may be taken without holding a General Meeting of
Shareholders for Confirmation of Shareholders’ Intention.
Further, in case of judging whether or not the Large-Scale Buyer has complied with the Large-Scale
Acquisition Rules, the context of the Large-Scale Buyer shall be fully taken into account to a reasonable- 18 -

extent. At least, the Large-Scale Buyer shall not be judged to have not complied with the Large-Scale
Acquisition Rules only for the reason that some of the Necessary Information has not been submitted.
(3)

Procedures for Taking the Countermeasures
In the event the countermeasures against a Large-Scale Buyer in cases of (1) or (2) above are executed,
in regard to what measures will be taken in particular, the Company’s Board of Directors will select themeasure, which it deems to be the most appropriate at the time, from the measures authorized by theCompanies Act, other laws and the Company’s articles of incorporation. As for the specificcountermeasures taken by the Company’s Board of Directors, an overview of the allotment of shareacquisition rights without contribution is as per Appendix 3, while, in the event of an actual allotment ofshare acquisition rights without contribution, some conditions may be added in light of the effectivenessof the countermeasure, such as a condition that shareholder shall not belong to a specific shareholder
group having certain ratio or more of voting rights for exercise of the share acquisition rights, or adding
the condition to share acquisition right that the Company shall be entitled to acquire such shareacquisition right in exchange for the Company’s shares.
Further, in case a shareholders meeting for confirmation of the shareholders’ intention is to be held, theLarge-Scale Acquisition shall not be commenced until the closure of such shareholders meeting.
Besides, in case the general shareholders meeting has resolved to execute the countermeasures, theLarge-Scale Acquisition shall not be commenced until the closure of the Company’s Board of Directors
meeting to resolve to execute the countermeasures according to the resolution of the shareholders
meeting.
In the event the Company’s Board of Directors and general shareholders meeting have decided to takethe specific countermeasures, such will be appropriately disclosed at a proper time in accordance withlaws and listing regulations of financial instruments exchanges.

(4)

Suspension, etc., of the Countermeasures
Even in the event the Company’s Board of Directors has decided to take the specific countermeasuresin case of (1) or (2) above, the countermeasures may be suspended or changed in the cases below,
respecting the opinions and recommendations of the Independent Committee to the fullest extent. For
example, in the event share acquisition rights without contribution are allotted as a countermeasure,even if the Company’s Board of Directors has passed a resolution for allotment of share acquisitionrights without contribution or even after an allotment of share acquisition rights without contribution
has taken place, in the event the Company’s Board of Directors decides that taking suchcountermeasures is not appropriate due to the withdrawal or amendment of the Large-Scale Acquisitionby the Large-Scale Buyer, the countermeasures may be suspended by revoking the allotment of theshare acquisition rights without contribution on or prior to the day immediately before the effective dateof the share acquisition rights, or, after the share acquisition rights have been allotted without
contribution, by having the Company acquire the share acquisition rights without consideration on or
prior to the date immediately before the commencement date of the exercise period.
(a)

In case that the Large-Scale Buyer changes the acquisition proposal and the Company’s Board of
Directors has determined that such alternate proposal is reasonable and appropriate;(b) In case that the Company’s Board of Directors and the Large-Scale Buyer reaches an agreement
not to take the countermeasures or suspend the countermeasures;(c) In case that the Large-Scale Buyer has withdrawn from the acquisition or the acquisition nolonger exists for some other reason;(d) In case that there are changes in the facts on which the taking of the countermeasures is premised
and the acquisition by the Large-Scale Buyer no longer fulfills the requirements for suchcountermeasures, or in the event the Company’s Board of Directors reaches a decision that the
taking of such countermeasures is not appropriate despite the fact that the requirements for suchcountermeasures are fulfilled.
In such cases of suspensions, etc., of the countermeasures, such will be appropriately disclosed at aproper time in accordance with laws and listing regulations of financial instruments exchanges.

- 19 -

6.

Effective Period, Abolition, and Amendment of the Plan
The Plan shall become effective on the same day of and subject to the resolution at this annual general
meeting of shareholders, and its effective period ends upon conclusion of the regular shareholders meeting of
the final business in the business year concluding within three years of the effective date (the annual general
meeting of shareholders scheduled to be held in June 2026).
However, even prior to the expiration of the effective period of the Plan, in the event the Company’s
shareholders pass a resolution to abolish the Plan or the Company’s Board of Directors passes a resolution toabolish the Plan (the period of appointment of the Company’s directors is one year and it is possible that theintention of the shareholders will be manifested through the election of directors each year), the Plan shall beabolished at such time.
Further, it is possible that the Company’s Board of Directors may change the Plan, upon obtaining consent of
the Independent Committee, to the extent it is reasonably deemed to be necessary due to changes to theCompanies Act, Financial Instruments and Exchange Act, or other laws or changes to the rules of financial
instruments exchanges, or changes to their interpretation or application, or changes to the taxation system,judicial precedent, etc.
In the event the Company’s Board of Directors abolishes or changes the Plan, prompt disclosure will be madewith respect to such abolition or change, and the details of the change (in the event of change), and othermatters recognized to be appropriate by the Company’s Board of Directors.
<For Your Reference>
While the details of the Plan are as described in 1. to 6. above, the impact on shareholders and investors andthe reasonableness of the Plan are as follows.
1.

Impact, etc., on Shareholders and Investors(1) The Impact, etc., of the Plan on Shareholders and Investors
The purpose of the Plan is to secure an opportunity for the Company’s shareholders to determine
whether or not to accept a Large-Scale Acquisition, by providing necessary information and theviews of the Board of Directors in charge of the management of the Company at the time, and,further, an opportunity for the Company’s shareholders to have alternative proposals. This makes
it possible for the Company’s shareholders to appropriately determine whether or not to accept theLarge-Scale Acquisition based on appropriate information, which we believe will contribute to theprotection of the overall interests of the Company’s shareholders. The establishment of the Plan,
therefore, is a prerequisite for the Company’s shareholders and investors to make appropriate
investment decisions, and we believe that it will contribute to the interests of the Company’shareholders and investors.
Further, as the way the Company handles Large-Scale Acquisitions may vary, depending onwhether or not the Large-Scale Buyer complies with the Large-Scale Acquisition Rules, we would
like to advise shareholders and investors to pay closer attention to actions and movements of theLarge-Scale Buyer.
(2)

The Impact, etc., of Execution of the Countermeasures on Shareholders and Investors
In the event a Large-Scale Buyer does not comply with the Plan or the acquisition proposal of a
Large-Scale Buyer is recognized to be harmful to the Company’s corporate value and the common
interests of shareholders, there may be instances where the Company may take thecountermeasures described in 5. above against the Large-Scale Buyer. We do not envision,
however, that execution of such countermeasures will bring any direct specific effects and losses
to the Company’s shareholders (excluding a specified shareholder group including the LargeScale Buyer) in terms of the legal rights or economic aspects.
Further, in the event that the allotment of share acquisition right without contribution is executed
as one of the countermeasures, allotment will be made for shareholders who are registered on theshareholder registry on the date of allotment of share acquisition right. Shareholders will beallotted share acquisition rights without any application procedure for subscriptions and, in case- 20 -

that the Company takes procedures to acquire share acquisition rights, shareholders do not need totake any procedures such as applications or payments, since shareholders will receive shares of
the Company consideration for the Company’s acquisition of the share acquisition rights without
paying an amount equivalent to the exercise price of the share acquisition rights. In such cases,
however, it is possible that the Company may request shareholders to submit prescribed forms,
including representations and warranties, supplementary terms, and other undertakings withrespect to the shareholder itself not being a Large-Scale Buyer. The details of relevant procedures
will be appropriately disclosed at a proper time in accordance with laws and listing regulations offinancial instruments exchanges.
Further, the Company’s Board of Directors, upon recommendations of the Independent
Committee, may suspend the allotment of share acquisition rights or cause the Company toacquire the share acquisition rights without consideration, even after the date of allotment of shareacquisition rights or after the share acquisition rights have come into effect, due to circumstancessuch as withdrawal of the Large-Scale Acquisition by the Large-Scale Buyer. In such cases, there
may be a possibility that shareholders or investors who have conducted sales, etc., assuming that
there will be dilution of per share price will suffer unexpected losses due to fluctuations in theshare price.
If a specific shareholder group including the Large-Scale Buyer does not comply with the LargeScale Acquisition Rules stipulated in the Plan, or even if it does comply with the Large-Scale
Acquisition Rules stipulated in the Plan, if it is determined that the Company’s corporate value
and the common interests of shareholders will be significantly impaired, such as causing damage
that will be difficult for the Company to recover from, there is the possibility of disadvantage inrespect of legal rights or in financial terms resulting due to taking the countermeasures. The publicannouncement of the Plan is to call attention in advance so that the Large-Scale Buyer does not
violate the Large-Scale Acquisition Rules stipulated in the Plan.
2.

Regarding the Reasonableness of the Plan
For the reasons below, we believe that the Plan is in line with the “Company’s Basic Policy in Relation
to Those who Controls its Finances and Business Policy Decisions” and contributing to the Company’s
corporate value and the common interests of shareholders, and does not have the purpose ofmaintaining the positions of the Board members of the Company.
(1)

Satisfying the Requirements of the Guideline regarding Takeover Defense Measures
The Plan satisfies the three principles prescribed by the “Guideline regarding Takeover Defense
Measures in Order to Protect and Improve Corporate Value and the Common Interests ofShareholders” published by the Ministry of Economy, Trade and Industry and the Ministry ofJustice on May 27, 2005 ( (1) the principle of protecting and improving corporate value and thecommon interests of shareholders; (2) the principle of disclosure in advance and respect forshareholders’ intention; and (3) the principle of securing necessity and reasonableness). Further, italso takes into consideration the contents of the report, “Takeover Defense Measures in Light ofRecent Environmental Changes,” published by the Corporate Value Research Group establishedwithin the Ministry of Economy, Trade and Industry, on June 30, 2008, and “Principle 1-5. SoCalled Takeover Defense Measures” in the “Corporate Governance Code” published by the
Tokyo Stock Exchange on June 1, 2015 (final revision on June 11, 2021).

(2)

Continued with the Purpose of Securing and Improving the Common Interests ofShareholders
The Plan makes it possible, when a Large-Scale Acquisition is being conducted for theCompany’s shares, to secure the necessary time and information for shareholders to decide
whether or not they should agree to the Large-Scale Acquisition as well as an opportunity forshareholders to have alternative proposals from the Company’s Board of Directors, etc., and will
be continued with the purpose of securing and improving the Company’s corporate value and thecommon interests of shareholders.

- 21 -

(3)Reflecting the Intention of Shareholders
The Company will confirm the intention of the shareholders in relation to the continuation of thePlan at this annual general meeting of shareholders.
The Company’s Board of Directors will also confirm the intention of the shareholders as towhether or not to execute the countermeasures in the event the Large-Scale Buyer has compliedwith the Large-Scale Acquisition Rules, by holding a General Meeting of Shareholders for
Confirmation of Shareholders’ Intention, in principle, as described in 5(3). above.
Further, even during the effective period of the Plan, in the event a resolution is passed to abolishthe Plan in a Board of Directors composed of directors elected by the Company’s generalshareholders meeting, the Plan will be abolished at the time, which duly reflects the intention of
the shareholders.

(4)

Exclusion of Arbitrary Decision-Making by the Board of Directors
Under the Plan, an Independent Committee is established as a separate organization independentof the Company’s Board of Directors and, in case the Company’s Board of Directors decides
whether or not to take the countermeasures, it must respect the recommendations of the
Independent Committee to the fullest extent, in order to assure the transparency, objectivity,
fairness, and reasonableness of its decisions and to preclude arbitrary decision-making by theCompany’s Board of Directors. It is stipulated that an overview of the decision of the Independent
Committee shall be disclosed to shareholders, in order to ensure establishment of a structure fortransparent operation of the Plan that conforms to the Company’s corporate value and thecommon interests of shareholders.

(5)

Setting Reasonable and Objective Requirements for the Execution of the Plan
The countermeasures in the Plan are designed in the way that they cannot be executed without
fulfilling reasonable and objective requirements in order to ensure that there is a structure thatprevents arbitrary execution of the countermeasures by the Company’s Board of Directors.

(6)

No Dead-Hand or Slow-Hand Takeover Defense Measure
The Plan may be abolished by a Board of Directors composed of directors elected by theCompany’s general shareholders meeting. Accordingly, the Plan is not a dead-hand takeover
defense measure (a takeover defense measure the taking of which cannot be prevented even if amajority of the members of the Board of Directors are replaced).
Further, as the period of appointment of the directors at the Company is one year with nostaggered terms, the Plan is not a slow-hand takeover defense measure (a takeover defense
measure the prevention of which requires a period of time due to the members of the Board of
Directors not being capable of being replaced all at once).
Further, there is no additional requirement for resolution, such as special resolution, regarding
dismissal of directors.
End- 22 -

Appendix 1
Names and Career Summaries of Independent Committee Members
The seven persons below are planned to be members of the Independent Committee after the Plan is implemented.
1. Mitsuaki Yuasa
Career Summary
Sept. 1973
June 2006
July 2006
June 2008
Nov. 2008
June 2009
June 2016
June 2018
June 2018

Registered as a Certified Public Accountant
Resigned KPMG AZSA & Co. (currently KPMG Azusa LLC)
Opened Mitsuaki Yuasa CPA office (Current Position)
Outside Audit & Supervisory Board Member of the Company
Outside Member of the Board of WORLD Co., Ltd.
Outside Audit & Supervisory Board Member of Sojitz Corporation
Retired from Outside Audit & Supervisory Board Member of the Company
Outside Member of the Board of the Company (Current Position)
Member of the Company’s Independent Committee (Current Position)* Mitsuaki Yuasa is an outside director as provided by Article 2.15 of the Companies Act.
2. Sadao Kobayashi
Career Summary
Apr. 1974
Apr. 2010
Apr. 2011
Apr. 2015
Apr. 2017
June 2019
June 2021
June 2021

Joined Mitsubishi Plastics, Inc. (currently Mitsubishi Chemical Corporation)
Executive Officer, General Manager of Nagahama Plant and General Manager of Santo Plant
of Mitsubishi Plastics, Inc.
Director of the Board and Managing Executive Officer of Mitsubishi Plastics, Inc., andManaging Executive Officer of Mitsubishi Chemical Holdings Corporation
Representative Director and Senior Managing Executive Officer of Mitsubishi Plastics, Inc.
Advisor to Mitsubishi Chemical Corporation
Advisor to Japan Excel-Management Consulting Co., Ltd. (JEMCO) (Current Position)
Outside Director of the Company (Current Position)
Member of the Company’s Independent Committee (Current Position)* Sadao Kobayashi is an outside director as provided by Article 2.15 of the Companies Act.
3. Katsuyuki Kuse
Career Summary
Apr. 1991
Aug. 1993
June 2009
Sept. 2010
June 2013
Apr. 2019
June 2021
June 2021

Registered as Attorney Joined KANSAI LAW & PATENT OFFICE
Joined Kudawara & Kuse Law Offices, Partner
Member of Committee on Intellectual Property Rights of Japan Federation of Bar
Associations (Current Position)
Representative Attorney of Kudawara & Kuse Law Offices (Current Position)
Japan Intellectual Property Association Lecturer
Osaka Bar Association, Intellectual Property Committee Chair
Outside Director of the Company (Current Position)
Member of the Company’s Independent Committee (Current Position)* Katsuyuki Kuse is an outside director as provided by Article 2.15 of the Companies Act.

- 23 -

4. Miho Ishihara
Career Summary
Oct. 1996
Jan. 2002
Feb. 2006
Apr. 2009
May 2010
May 2010
Dec. 2010
June 2019
June 2019
June 2022

Joined Asahi & Co. (currently KPMG Azusa LLC)
Registered as a Certified Public Accountant
Joined Protiviti Japan (currently Protiviti LLC)
Joined EY Advisory Co., Ltd. (currently EY Advisory & Consulting Co., Ltd.)
Opened Ishihara Certified Public Accountant Office (currently Ishihara Certified Public
Accountant & Certified Public Tax Accountant Office) (Current Position)
Joined Hibiki Audit Corporation (Current Position)
Registered as a Certified Public Tax Accountant
Outside Audit & Supervisory Board Member of the Company (Current Position)
Member of the Company’s Independent Committee (Current Position)
Outside Member of the Board of NICHIA STEEL WORKS, LTD. (Current Position)* Miho Ishihara is an outside Audit & Supervisory Board Member as prescribed by Article 2.16 of the Companies
Act.
5. Ritsuko Watanabe
Career Summary
Sept. 2007
June 2020
June 2020

Registered as an Attorney, Joined Hommachi Chuo Law Office (Current Position)
Outside Audit & Supervisory Board Member of the Company (Current Position)
Member of the Company’s Independent Committee (Current Position)* Ritsuko Watanabe is an outside Audit & Supervisory Board Member as prescribed by Article 2.16 of theCompanies Act.
6. Yasuhiro Kawaguchi
Career Summary
Apr. 1999
Apr. 2000
Apr. 2009
June 2017

Professor of the Faculty of Law, Kobe Gakuin University
Professor of the Faculty of Law, Doshisha University (Current Position)
Dean of the Faculty of Law, Doshisha University
Member of the Company’s Independent Committee (Current Position)

7. Masami Fukushima
Career Summary
Oct. 1974
Oct. 1981
Aug. 1993
Apr. 2004
Sept. 2019

Joined Yamato Accounting & CO (currently KPMG Azusa LLC)
Registered as Certified Public Accountant
Fukushima Certified Public Accountant Office director (Current Position)
ASKA&CO. Representative Partner (Current Position)
ICS TAX&CO. Representative Partner (Current Position)End- 24 -

Appendix 2
Overview of the Independent Committee
1. The Independent Committee is established by the resolution of the Company’s Board of Directors.
2. The Independent Committee shall have three or more members and, in order to make it possible for their decisionmaking to be fair and neutral, they are to be elected by the Board of Directors from among the outside directors,
outside auditors, and other outside qualified experts who are independent from the management team that engages inthe execution of the company’s operations.
3. Even before the expiry of the effective period of the Plan, the Company’s Board of Directors may change the Plan,
upon consent of the Independent Committee, to the extent it is reasonably recognized to be necessary due to changes
to the Companies Act, Financial Instruments and Exchange Act, or other acts or changes to the regulations offinancial instruments exchanges, or changes to their interpretation or application, or changes to the taxation system, or
judicial precedent, etc.
4. With regard to the resolutions of the Independent Committee, a quorum shall be established by a majority of themembers being present and resolutions shall be passed by a majority vote of attending members.
5. In the event the Independent Committee have been consulted by the Board of Directors, it shall decide on the mattersbelow and make recommendations of the contents of such decision with reasons and grounds to the Board of
Directors.
(1) Whether to take or not to take the countermeasures authorized by the Companies Act, other laws or the articles ofincorporation, such as the issuance of share acquisition rights in order to resist a Large-Scale Buyer;(2) Whether to suspend the acquisition of share acquisition rights without consideration, issuance of share acquisitionrights, and other countermeasures based on the withdrawal, etc., of the Large-Scale Acquisition by the LargeScale Buyer;(3) Any other matters that should be decided by the Board of Directors, and that the Board of Directors consulted theIndependent Committee among.
6. The Independent Committee will perform the following matters and will make recommendations of the contents withreasons and grounds to the Board of Directors.
(1) Judging whether or not the Large-Scale Buyer has complied with the Large-Scale Acquisition Rules(2) Deciding the Necessary Information that should be provided by the Large-Scale Buyer to the Board of Directors;(3) Judging whether the Necessary Information provided has sufficient detail and whether the submission of theNecessary Information is complete;(4) Examining and considering the details of the Large-Scale Acquisition of the Large-Scale Buyer;(5) Judging whether or not the Large-Scale Acquisition leads to doing significant harm to corporate value and thecommon interests of shareholders;(6) Deciding whether to extend the Board of Directors Evaluation Period;(7) Other matters, prescribed by the Board of Directors, that the Independent Committee may be entitled to do.
7. The Independent Committee may obtain advice from investment banks, securities companies, lawyers, and otherexternal experts at the cost of the Company.
End- 25 -

Appendix 3
Overview of the Allotment of Share Acquisition Rights Without Contribution
1. Shareholders to be Allotted Share Acquisition Rights Without Contribution
Share acquisition rights will be allotted without payment to shareholders registered on the final shareholder registry asof the record date determined by the Company’s Board of Directors and at a ratio of one right per one ordinary shareof the Company (excluding ordinary shares of the Company held by the Company).
2. Class and Number of Shares Subject to Share Acquisition Rights
The class of shares that is subject to share acquisition rights is the ordinary share of the Company, and the total
number of shares subject to share acquisition rights shall be limited to the total number of issuable shares of theCompany as of the record date determined by the Board of Directors less the number of outstanding ordinary sharesof the Company (excluding ordinary shares of the Company held by the Company). The number of shares to beacquired upon exercise of a share acquisition right shall be separately determined by the Company’s Board of
Directors; provided, however, that necessary adjustments shall be made in case of share split or share consolidation by
the Company.
3. Total Number of Share Acquisition Rights to Be Issued
The total number of share acquisition rights to be issued shall be a number that is separately determined by theCompany’s Board of Directors. The Company’s Board of Directors may make allotment of the share acquisitionrights without contribution over multiple times.
4. Contents and Value of Property to be Contributed Upon Exercise of Each Share Acquisition Right (Price to be Paid)
The property to be contributed upon exercise of each share acquisition right shall be cash and the value thereof (Price
to be Paid) shall be an amount of one yen or more determined by the Company’s Board of Directors.
5. Restrictions on Transfer of Share Acquisition Rights
Any acquisition of share acquisition rights by transfer shall be subject to approval of the Company’s Board of
Directors.
6. Conditions for Exercise of Share Acquisition Rights
Conditions for exercise of share acquisition rights is that shareholder shall not belong to a specific shareholder group
including the Large-Scale Buyer having 20% or more of the voting rights, excluding the case that the Company’s
Board of Directors has given prior consent. The details shall be separately determined by the Company’s Board of
Directors.
7. Exercise Period, etc., of Share Acquisition Rights
The Company’s Board of Directors shall separately determine the effective date of allotment of share acquisitionrights without contribution, exercise period, terms of acquisition, and other necessary matters. Further, terms ofacquisition may be set forth in a way that the Company may acquire the share acquisition rights from shareholders
except those who are not allowed to exercise share acquisition rights due to the conditions for exercise provided in 6.
above, and may deliver ordinary shares of the Company at certain ratio per each share acquisition right as separately
determined by the Company’s Board of Directors.
End- 26 -