Note: This is an unofficial translation of the Japanese original version and is provided foryour reference and convenience only. Where there are any discrepancies between theJapanese original and the translated document, the original Japanese document shallprevail.
To Our Shareholders:
Stock Code: 6741
June 2, 2016
Nippon Signal Co., Ltd.
5-1, Marunouchi, 1-Chome,
Chiyoda-ku, Tokyo
President & CEO
Yohei Furuhata
Notice of Convocation of the Ordinary General Meeting of
Shareholders for the 133rd Business Term
We would like to express our sincere condolences to everyone affected by the
Kumamoto Earthquake, and pray for their early recover.
Notice is hereby given that the Ordinary General Meeting of Shareholders for the 133rd
Business Term of Nippon Signal Co., Ltd. (hereinafter referred to as ‘Company’) will beheld as described below.
Your attendance at the meeting is cordially requested.
In the event that you are unable to attend the Meeting, you may exercise your voting
rights in writing or by electronic methods. You are kindly requested to examine theattached Reference Documents for the General Meeting of Shareholders and to
exercise your voting rights no later than 5:05 p.m. on Thursday, June 23, 2016 (Japantime).
1. Date and Time: Friday, June 24, 2016 at 10:00 a.m. (Japan time)
2. Venue:Hall of Otemachi Sankei Plaza 4th Floor, Tokyo Sankei Building
7-2, Otemachi 1-chome, Chiyoda-ku, Tokyo
3. Agenda for the Meeting：：[Matters for Reporting]
1 - Reports on the contents of the Business Report and Consolidated Financial
Statements for the 133rd Business Term (from April 1, 2015 to March 31, 2016),
and reports on the Auditing Results of Accounting Auditor and Audit &Supervisory Board regarding the Consolidated Financial Statements.
2 - Reports on the content of the Financial Statements for the 133rd Business Term(from April 1, 2015 to March 31, 2016).

1

[Matters for Resolution]
1 - Appropriation of Surplus
2 - Election of eight Directors
3 - Election of one Audit & Supervisory Board Member
4 - Election of one Alternate Audit & Supervisory Board Member
5 - Grant of Bonuses to Directors
6 - Renewal of the Countermeasures in Response to Large-scale Acquisition ofCompany’s Shares (Takeover Defense Measure)• Upon attending the Meeting, please present the enclosed Voting Form to thereceptionist of the Meeting.
• When you exercise the voting rights through a proxy, such proxy must be only one
shareholder who is entitled to attend the general meeting of shareholders. In thiscase, please submit a written power of attorney and the enclosed Cards for
Exercise of Voting Rights to the receptionist of the Meeting.
• Any changes in the matters described in Reference Documents for General
Meeting of Shareholders, Business Report, Consolidated Financial Statements
and Financial Statements will be posted on our website.
(http://www.signal.co.jp/ir/index.html)• “Notes to Consolidated Financial Statements” and “Notes to Financial Statements”
are posted on our website (http://www.signal.co.jp/ir/library/meeting.html) in
accordance with the provisions of laws and regulations and Article 17 of the
Articles of Incorporation, and thus they are not included in this Notice ofConvocation.
• Consolidated Financial Statements and Financial Statements audited by Audit &Supervisory Board Members and the Accounting Auditor consist of the documents
included in this Notice of Convocation and the “Notes to Consolidated Financial
Statements” and “Notes to Financial Statements” posted on our website.

2

No.1 - Appropriation of Surplus
The Nippon Signal Group’s basic policy regarding earnings distribution is to seek toestablish a stable earnings structure and management foundation, and strengthen
its financial condition from a long-term perspective. In addition, the Company aims tosustain research and development, manufacturing infrastructure, and humanresources development, and provide investors with stable dividends and returns
commensurate with performance. We have set a target payout ratio of around 25%
on a consolidated basis.
Under this policy, we would like to increase the year-end dividend by 1 yen from theprevious fiscal year, taking it to 15 yen per share, considering the Company’s
performance and payout ratio in a comprehensive manner based on the policy toprovide investors with stable dividends.
Based on this policy, the Company proposes the following.
Matters concerning year-end dividend
1. Type of dividend:Cash
2. Matters concerning allocation of dividend and the total amount:
15.00 yen per one common share of the Company
Total amount of dividend 1,024,178,010 yen
As we have already paid an interim dividend of 7.00 yen per share, the full-year
dividend will be 22.00 yen per share.
3. Effective date of the dividend from surplus:
June 27, 20163

No.2 - Election of eight Directors
The terms of office of all of the eight Directors will expire at the end of this General
Meeting of Shareholders. Accordingly, the Company requests the election of eight
Directors.
The candidates for the Directors are as follows:
Number of the
Biography, status and responsibilities, andName
No.
Company's(Date of birth)
significant concurrent positions
shares held
April 1974
Joined the Company
April 1997
General Manager ofAutomatic Fare Collection
Sales Dept. of Sales andMarketing Head Office
June 2000
Executive Officer
June 2004
Director
Senior Executive Officer
June 2006
Deputy Chief Executive
OfficerJune 2008
President & CEO (topresent)
Chief Operative Officer(COO)
Yohei Furuhata
1
81,100Chief Executive Officer(May 28,1949) June 2012
(CEO) (to present)[Reason for nomination as a candidate for
Director]
Yohei Furuhata has been responsible formanagement as the Company’s President &CEO since 2008, and possesses a wealth ofexperience, achievements and knowledge asa manager. We have determined that he isqualified to lead the Company in promoting
group management and aiming for sustained
improvement of corporate value. Therefore,
we have nominated him as a candidate tocontinue as a Director.

4

No.

Name
(Date of birth)

Biography, status and responsibilities, andsignificant concurrent positions

April 1982
May 2005

2

Hidehiko
Tsukamoto(September
15, 1958)

Joined the Company
General Manager ofAutomatic Fare Collection
Sales Dept. of Automatic
Fare Collection Systems
Division
June 2006
Executive Officer
June 2010
Director
Senior Executive Officer
June 2014
Deputy Chief Executive
Officer
April 2015
Vice President andRepresentative Director (topresent)
Chief Operative Officer(COO) (to present)[Reason for nomination as a candidate for
Director]
Hidehiko Tsukamoto has been responsible for
the Company’s management as Vice
President and Representative Director since2015, and possesses a wealth of experience,achievements and knowledge as a manager.
We have determined that he is qualified tolead the Company in responding
appropriately to environmental changes
around the Company and accelerating theenhancement of our new business creationand global competitiveness. Therefore, wehave nominated him as a candidate tocontinue as a Director.

Number of theCompany's
shares held

552,800No.

Name(Date of birth)

Biography, status and responsibilities, andsignificant concurrent positions

April 1982
July 2006

3

Yoshitaka
Tokubuchi(November
21,1957)

Joined the Company
General Manager of
Production Control Dept. ofKuki Plant
June 2008
Executive Officer
May 2011
Senior Executive Officer
June 2011
Director (to present)
June 2014
Deputy Chief Executive
Officer
April 2016
Deputy Chief Executive
Officer, Assistant to
President, In Charge ofBusiness Administration,
Responsible for Corporate
Strategy Dept., FinanceDept. and Internal Audit
Dept. (to present)[Reason for nomination as a candidate for
Director]
Yoshitaka Tokubuchi has served as amanager of the Company’s Business
Administration Division and Monodukuri
Division, and possesses a wealth ofexperience, achievements and knowledge ofmanagement. We have determined that he isqualified to lead the Company in expanding
its business areas and the operations ofgroup companies. Therefore, we havenominated him as a candidate to continue asa Director.

Number of theCompany's
shares held

6

42,700No.

Name(Date of birth)

Biography, status and responsibilities, andsignificant concurrent positions

April 1983
July 2009

4

TakeshiFujiwara(November 7,
1959)

Joined the Company
General Manager ofPrivate Railways Sales
Dept. of Railway Signal
Systems Division
June 2010
Executive Officer
April 2013
Senior Executive Officer
June 2013
Director (to present)
April 2016
Senior Executive Officer,
Chief General Manager ofSales and Marketing Head
Office(to present)[Reason for nomination as a candidate for
Director]
Takashi Fujiwara has record of leading ourdomestic business, having served as the
manager of the Company’s Business Head
Office, and deep insight based on his broad
experience. We have determined that he isqualified to lead the Company in expanding
its business areas and enhancing its
competitiveness. Therefore, we havenominated him as a candidate to continue asa Director.

Number of theCompany's
shares held

7

28,400No.

Name(Date of birth)

Biography, status and responsibilities, andsignificant concurrent positions

April 1982
July 2006

5

Toshio Takano(June 4,1959)

Joined the Company
General Manager ofRailway Signal Systems
1st Engineering
Deptof Kuki Plant
June 2008
Executive Officer
June 2014
Director (to present)
Senior Executive Officer
April 2016
Senior Executive Officer,
Chief General Manager ofTechnical Development
Head Office, In Charge ofTechnology, Responsible
for VBC, General Manager
of Information &Communication
Technology Solutions
Engineering Division (topresent)

Number of theCompany's
shares held

[Reason for nomination as a candidate for
Director]
Toshio Takano possesses experience having
long been involved in manufacturing in thefield, in addition to serving as a manager of
the Company’s Technology Development
Division. We nominate him as a candidate tocontinue as a Director so that he may
promote development from the perspectiveof commercialization and steadily performconversion of our production structure
centered on design reform.

8

31,100No.

Name(Date of birth)New

6appointment

Hideo Oshima(July 25, 1956)

Biography, status and responsibilities, andsignificant concurrent positions

Number of theCompany's
shares held

April 1979
Joined the Company
September 2004 General Manager of
MEMS Business
Development Dept. of
Visionary Business Center
July 2008
Chief General Manager of
Visionary Business Center
April 2009
General Manager ofOverseas Division
May 2011
Executive Officer
April 2016
Senior Executive Officer,
Responsible for Overseas
Division (to present)[Reason for nomination as a candidate for
Director]
Hideo Oshima possesses experience,achievements and knowledge having served
as a manager of the Company’s Overseas
Division and contributing to the expansion ofoverseas businesses. We have determinedthat he is qualified to lead the Company infurther expanding its business areas andenhancing its international competitiveness.
Therefore, we have nominated him as a new
candidate for Director.

23,600

9

No.

Name
(Date of birth)

Biography, status and responsibilities, andsignificant concurrent positions

July 2002

7

Director of Fukoku MutualLife Insurance Company
July 2005
Managing Director of
Fukoku Mutual Life
Insurance Company
April 2009
Director and Managing
Executive Officer of
Fukoku Mutual Life
Insurance Company
July 2010
President and Chief
Executive Officer of
Fukoku Mutual Life
OutsideInsurance Company (toIndependent
present)
Yoshiteru
June 2014
Outside Director of the
Yoneyama
Company (to present)(June 23,1950)[Reason for nomination as a candidate for
Outside Director]
Yoshiteru Yoneyama possesses a wealth ofexperience, achievements and knowledge asa manager, and we expect him to use thesecapabilities for the benefit of the Company’s
management. Therefore, we have nominatedhim as a candidate to continue as an Outside
Director.
Yoshiteru Yoneyama has served as an
Outside Director for two years at the end of
this General Meeting of Shareholders.

Number of theCompany's
shares held

10

800

No.

Name
(Date of birth)

Biography, status and responsibilities, andsignificant concurrent positions

April 1978

Number of theCompany's
shares held

Registered as Attorney
Joined Yamashita Oshima
Law Office
April 2000
Part-time Lecturer of Seikei
University
February 2001 Member of Independent
Administrative Institution
Evaluation Committee, theMinistry of Economy, Tradeand Industry
April 2007
Part-time Lecturer of Tokyo
OutsideUniversity of the Arts (toIndependent
present)
YasukoJune
2015
OutsideDirector of the300
8MatsumotoCompany (to present)(September 2,[Reason for nomination as a candidate for
1953)
Outside Director]
Yasuko Matsumoto possesses advanced
knowledge and experience as an expert in
the law, and we expect her to use thesecapabilities for the benefit of the Company’s
management. Therefore, we have nominatedher as a candidate to continue as an Outside
Director.
Yasuko Matsumoto has served as an
Outside Director for one year at the end of
this General Meeting of Shareholders.
1. None of the candidates for Directors have any special interest in the Company.
2. Yoshiteru Yoneyama and Yasuko Matsumoto are Outside Directors candidates.
3. Yoshiteru Yoneyama and Yasuko Matsumoto meet the conditions of an
Independent Officer as defined by Tokyo Stock Exchange, Inc.
4. If Yoshiteru Yoneyama and Yasuko Matsumoto are elected as Outside Directors,
the Company plans to form a limited liability agreement with Yoshiteru Yoneyama
and Yasuko Matsumoto that sets the amount of their liability at the minimum
liability amount prescribed in Article 423-1 of the Companies Act.

11

No.3 - Election of one Audit & Supervisory Board Member
Outside Audit & Supervisory Board Member Naoko Sato will retire at the end of this
General Meeting of Shareholders. Accordingly, the Company requests the election of
one Audit & Supervisory Board Member as a substitute.
The term of office of the candidate for Audit & Supervisory Board Member will be theremaining period of the term of office of the retired Audit & Supervisory Board
Member under the provision of Article 31-2 of the Articles of Incorporation.
The Company has obtained the consent of the Audit & Supervisory Board for this
proposal.
The candidate for the Audit & Supervisory Board Member is as follows:
Number of the
Biography, status, andName
Company's(Date of birth)
significant concurrent positions
shares held
April 1998
Tax Manager of IMG JapanTokyo Branch
August 1998
Registered as Tax Accountant
November 2000 Assistant Manager of Finance
Department of Philip Morris
Japan
November 2006 Accounting and FinanceDirector of Sidley Austin
New appointment
Nishikawa Foreign Law Joint
OutsideEnterprise, Inc. (to Present)
Independent0[Reason for nomination as a candidate for Audit &Ikuko Ohama
Supervisory Board Member](May 29 1958)
Ikuko Ohama is a tax expert and possesses many
years of accounting experience. We expect that she
will offer auditing and advice on the Company’s
management by making use of her wealth ofexperience, achievements and knowledge ofinternational finance and accounting. Therefore, wehave nominated her as a candidate for Audit &Supervisory Board Member.
1. Ikuko Ohama has no special interest in the Company.
2. Ikuko Ohama is an Outside Audit & Supervisory Board Member candidate.
3. Ikuko Ohama meets the conditions of an Independent Officer as defined by Tokyo
Stock Exchange, Inc.
4. If Ikuko Ohama is elected as an Outside Audit & Supervisory Board Member, theCompany plans to form a limited liability agreement with Ikuko Ohama that sets
the amount of her liability at the minimum liability amount prescribed in Article
423-1 of the Companies Act.

12

No.4 - Election of one Alternate Audit & Supervisory Board Member
To ensure that the Company will not lack the number of Audit & Supervisory Board
Members stipulated by law, the Company requests the election of one Alternate
Audit & Supervisory Board Member.
The Company has obtained the consent of the Audit & Supervisory Board regarding
this proposal.
The candidate for the Alternate Audit & Supervisory Board Member is as follows:
Number of the
Biography, status, andName
Company's(Date of birth)
significant concurrent positions
shares held
April 1971
Joined The Industrial Bank ofJapan, Limited
September 1981 Director of Tokyo Tatsuno
Corporation
May 1984
Managing Director of Tokyo
Tatsuno Corporation
May 1986
President of Tokyo Tatsuno
Corporation
May 1996
President of Nippon Engineer
OutsideService Co., Ltd.
April 2012
President of Tatsuno
Hiromichi
Corporation (to Present)0
Tatsuno(November 1,[Reason for nomination as a candidate for
1948)
Alternate Audit & Supervisory Board Member]
Hiromichi Tatsuno is the President of one of theworld’s three major gasoline weighing machine
manufacturers and possesses a wealth ofexperience, achievements and knowledge as a
global manager. We expect that he will offer
auditing and advice on the Company’s
management by making use of these capabilities.
Therefore, we have nominated him as a candidate
for Alternate Audit & Supervisory Board Member.
1. Hiromichi Tatsuno has no special interest in the Company.
2. Hiromichi Tatsuno is an Alternate Outside Audit & Supervisory Board Member
candidate.
3. If Hiromichi Tatsuno is elected as an Outside Audit & Supervisory Board Member,the Company plans to form a limited liability agreement with Hiromichi Tatsuno
that sets the amount of his liability at the minimum liability amount prescribed in
Article 423-1 of the Companies Act.

13

No.5 - Grant of Bonuses to Directors
The Company proposes that bonuses be granted to the six Directors excluding
Outside Directors as of the end of this term, which totals 106,000,000 yen,considering the Company’s financial performance for this Business Term.

14

No.6 - Renewal of the Countermeasures in Response to Large-scale Acquisition ofCompany’s Shares (Takeover Defense Measure)
The Company introduced the Countermeasures in Response to Large-scale Acquisitionof Company’s Shares (Takeover Defense Measure), for the purpose of ensuring andenhancing its corporate value and common interests of its shareholders, based on theapproval of shareholders at the 127th Ordinary General Meeting of Shareholders held on
June 24, 2010. Afterwards, renewal of the Takeover Defense Measure involving
necessary amendments thereto was approved by the shareholders at the 130th Ordinary
General Meeting of Shareholders held on June 25, 2013 (the Takeover Defense
Measure after the renewal being referred to hereinafter as “the Old Plan”). The Old Plan
will be effective until the conclusion of this General Meeting of Shareholders.
In view of the expiry of the Old Plan, the Company considered the renewal of the Old
Plan, and the Board of Directors decided to renew the Plan with partial amendments to its
contents (where such amended plan shall be hereinafter referred to as the “Plan”) at its
meeting held on May 10, 2016, based on the trends of actual operations after its
introduction, subject to the approval of shareholders at this General Meeting of
Shareholders. Thus, shareholders are kindly requested to approve the renewal asfollows.
Main amendments to the Old Plan are as follows.
1) Amendments to the wording were made in view of the introduction of Nippon Signal’s
corporate philosophy as of April 1, 2016.
2) Upon the expiry of the term of office of the members of the Independent Committee,
three new members, Hiromichi Tatsuno, Tetsuro Ito, and Hiroko Goto have been
elected.
3) In addition, pro forma amendments including wording revision have been made.
The Board of Directors meeting resolving on the Takeover Defense Measure based on
the Plan was attended by all Audit & Supervisory Board Members of the Company,
including Outside Audit & Supervisory Board Members, who unanimously expressed
their view in support of the Plan, on condition that specific operation of the Plan will be
conducted appropriately.
Status of major shareholders of the Company as of March 31, 2016 is as described in (1)Stock Information, (iv) Major Shareholders (top 10 shareholders), in 2. Current
Conditions of the Company of the Business Report.
In addition, the Company has not received, from any third party, notice or proposal on an
intention of the Large-Scale Acquisition of Company’s Shares at present.
Contents of the Plan are as follows.

15

Countermeasures in Response to Large-scale Acquisition of Company’s Shares(Takeover Defense Measure)
I. Basic Policies on Parties Who Control the Company’s Decisions on Financial andOperational Policies (hereinafter referred to as the “Basic Policies”)
The Company believes that ultimately its shareholders at their own discretion must makethe decision on any proposed acquisition that would involve a transfer of corporate controlof the Company. Also, the Company would not categorically reject a large-scale acquisitionof the shares in the Company if it would contribute to the corporate value of the Group and,in turn, the common interests of its shareholders.
Nonetheless, Japanese capital markets have recently witnessed a trend of sudden hostileacquisitions of large quantities of shares or similar acts without any process of discussion
with the management of the target company or obtaining the approval thereof. There aresome forms of corporate acquisition that benefit neither the corporate value of the target
company nor the common interests of its shareholders including without limitation, thosewith a purpose that would obviously harm the corporate value of the target company andthe common interests of its shareholders, those with the potential to substantially coerce
shareholders into selling their shares, those that do not provide sufficient time orinformation for the target company's board of directors and shareholders to consider thedetails of the large-scale acquisition or for the target company's board of directors to makean alternative proposal and those that require the target company to discuss or negotiatewith the acquirer in order to procure more favorable terms for shareholders than thosepresented by the acquirer.
In this regard, the Company believes that the persons who control decisions on the
Company’s financial and business policies must be persons who fully understand Nippon
Signal’s corporate philosophy of “contribute to society through superior technology thatgenerates safety and reliability, aiming to realize a more comfortable society for all” and thesource of the Company’s corporate value and, in turn, the common interests of its
shareholders in Section 1. (2) below, and who will maintain and enhance the Company’s
corporate value and, in turn, the common interests of its shareholders from the medium tolong-term view, while maintaining relationships of mutual trust with the stakeholders of theCompany such as customers, shareholders, business partners, local communities andemployees, and responding to their expectations.
Therefore, the Company believes that persons who would make a large-scale acquisition of
the shares in the Company in a manner that does not contribute to the corporate value of
the Company or the common interests of its shareholders would be inappropriate to
become persons who control decisions on the Company's financial and business policies.
The Company made it a basic policy to ensure the corporate value of the Group and, in turn,the common interests of its shareholders by taking the necessary and reasonablecountermeasures for the purpose of deterring acquisitions that are detrimental to thecorporate value of the Company and, in turn, the common interests of its shareholders.

16II. Special measures for Realization of Basic Policy
1. Measures for Ensuring and Enhancing Corporate Value of the Company and the Common
Interest of its Shareholders(1) Management Philosophy of the Group and the Basic Concept of its Business Operation
The Company has been constantly engaged in the field of traffic infrastructure since its
operations began in February 1929, and celebrated its 87th anniversary in February
2016, under Nippon Signal’s corporate philosophy of “contribute to society throughsuperior technology that generates safety and reliability, aiming to realize a more
comfortable society for all.”As such, the Company consistently assumes the significant social responsibility andpublic mission as a company that has long continued providing society with products inthe business domains of a highly public nature. Therefore, the Company believes that it
is indispensable for our business operations to be based on a long-term perspectivewith full consideration of the fact that the Company manufactures the products involving
human lives, not to mention product quality management backed by excellent
professional skills and rigorous ethics education, as well as new product developmentthat supports safer and more comfortable traffic infrastructure.
On the other hand, the Company believes that taking boldly on the challenges ofcreation of new businesses, applying the core technologies and know-how accumulated
as a dedicated manufacturer of railway signal and traffic information systems, isprominent in terms of achieving sustainable and constant growth for the Company. In
particular, automatic fare collection (AFC) systems and parking lot management
systems have now grown to become one of the pillars of the earnings of the Company,
representing a good example of new businesses.
The Company is currently working to grow and promote the Visionary Business Center(VBC) business, including Micro Electro Mechanical Systems (MEMS) business, which
manufactures resonant mirror ECO SCAN realized by MEMS technology, and EMS
business, which offers remote and non-contact sensing solutions for unidentified
objects.
Business of the Company is summarized as follows.
· Railway Signal Systems
The Company supports constant and safe railway operations with its core products,
including operational control systems such as centralized traffic control (CTC)
systems, train control systems such as automatic train control (ATC) systems,
automatic train stop (ATS) systems and automatic train operation (ATO) systems, aswell as interlocking systems that control railway switches, and signal lights andguidance transportation information system for railway operators. The Company isalso actively engaged in overseas business development mainly in Asia.

17

· Traffic Information Systems
The Company is striving to reduce the number of traffic accidents and relieving traffic
congestions with its core products, including traffic control systems that controls
traffic lights, traffic information systems that indicate accidents, congestions andother traffic information.
· Automatic Fair Collection (AFC) Systems
The Company has achieved the automation and speeding-up of station operations
through providing the automation equipment for station operations, such as
automatic ticket gates, automatic ticket vending machines, and automatic fee
collection machines, while contributing to achieving seamless transportation systems
by means of IC cards such as Suica and PASMO. The Company has also entered
the airport market and overseas markets, while providing various solutions that apply
the wireless individual identification technology, and is working to enhance the safetyof station platforms by providing platform screen doors.
· Information Systems
The Company is contributing to reducing roadside parking and unauthorized parking
primarily in urban areas, through providing various solution systems related toparking lots and bicycle parking space that meet diversified customer needs, basedon our parking management systems and bicycle parking management systems.
Furthermore, the Company is working on Visionary Business Center (VBC) business
which the Company aims to establish as another core business for the next
generation.
(2) The source of the Company’s corporate value and, in turn, the common interests of its
shareholders
The Company believes that the source of the Company’s corporate value and, in turn,the common interests of its shareholders is found in i) the technological capabilities
and quality strength that supported the safe and comfortable traffic and transportation
infrastructure over many years, ii) human resource capabilities as a manufacturer
who involves in the work of a highly public nature with a strong sense of pride andmission, and iii) the new product development capabilities that apply the coretechnologies and know-how from railway signal systems and traffic information
systems for roadways.
For enhancing the source of corporate value of the Company and the common interestof its shareholders, the Company is engaged in the following specific measures.
· The Company is striving to further enhance its competitiveness as well as customer
satisfaction, through its continuous efforts in reviewing the operation system,
production system and the Group management system, as well as speeding up
management decision-making and improving operational quality through the launch18and application of ERP as management information infrastructure.
· The Company is working to develop and operate a personnel system geared toenhancing motivation and skill-up of employees from the perspective of humanresources development, in addition to striving to recruit superior talents.
· The Company is aiming to further enhance R&D activities by adopting a framework inwhich technological development system and market development system
collaborate with each other for promoting R&D.
(3) Long-term Management Plan “Vision-2020 3E”
The Company aims to survive as a company which provides the society with safety andreliability and heighten the level of satisfaction among all stakeholders into the future.
The Company considers it essential that clear vision, future image and action plans
based on its corporate philosophy be developed as concrete initiatives towards
achieving the objective mentioned above. To this end, it has formulated and is
implementing the long-term management plan “Vision-2020 3E,” as guidelines for theperiod of 12 years from fiscal year 2009 to fiscal year 2020.
To achieve the ultimate goal of this plan, which is to evolve into a company of strong
corporate value with sustainable growth, the Company focuses on the following themes:i) Business Growth, which establishes a cycle of business expansion by investing the
profit from the existing domestic businesses, earned by way of continuous efforts toimprove quality and develop high value-added products, in the growth business fields
such as international markets and new businesses,ii) Quality First, which can be achieved by the structural reform, including establishmentof the business structure capable of promptly responding to environmental changes,
promotion of self-reliance in the Group companies, expediting the decision-making
and improvement of management accuracy.
(4) Views on Shareholder Returns
The Company will establish a stable foundation for profits and management with along-term perspective and strengthen financial standing through fulfilling responsibility
as a company engaged in the development of transportation infrastructure, andmaintain stable dividends and ensure shareholder returns in line with businessperformance.
2. Framework that Serves as the Basis for Enhancing Corporate Value of the Company andthe Common Interest of its Shareholders (Development of Corporate Governance)
The Group’s basic policy on corporate governance emphasizes management that values
all stakeholders, that provides satisfaction for them and that gives back to society. To
engage in initiatives following this basic policy, the Group continues to carry out structuralreforms of management with the goal of reinforcing corporate governance and enhancing

19the management structure to enable response to change in the business environment in a
flexible and prompt manner.
III. Measures to Prevent Control over the Decisions on the Company’s Financial andOperational Policies by Parties Deemed Inappropriate under the Basic Policies
1. Objectives of the Introduction of the Plan
The Plan shall be introduced with the intent of ensuring and enhancing corporate value of
the Company and the common interest of its shareholders, in line with the Basic Policies
describe in I. above.
The Board of Directors of the Company decided that, in the case of receiving a proposal fora Large-Scale Acquisition, it is essential for the Company to retain a framework to ensuresufficient time and information for shareholders to decide whether or not to accept suchproposal, or for the Board of Directors of the Company to make alternative proposals toshareholders, and to allow the Board to discuss and negotiate with the Large-scale
Acquirer on behalf of shareholders, so that the Company can deter the Large-Scale
Acquisition of the Company’s Shares that goes against corporate value of the Company
and the common interest of its shareholders.
Thus, the Board of Directors of the Company decided to introduce the Plan as part of themeasures for preventing a party inappropriate in light of the Basic Policies from exerting
control over the decisions on the Company’s financial and operational policies
2. Details of the Plan
(1) Outline of the Plan(a) Procedures for the Plan
In preparation for the case of the acquisition, other similar acts or such proposals being
made (hereinafter referred to as the “Acquisition, etc.” as defined specifically in (2)(a)“Applicable Acquisitions, etc.” below) with respect to share certificates, etc. of theCompany (as defined specifically in (2)(a) “Applicable Acquisitions, etc.” below), thePlan sets out procedures for presenting shareholders with the Company’s plan and thealternative proposals, etc. prepared by the senior management, or for engaging in
negotiation with the Acquirer (as defined specifically in (2)(a) “Applicable Acquisitions,etc.” below), after requesting the Acquirer to provide information regarding theAcquisition, etc. in advance, and ensuring sufficient time for collecting and consideringsuch information regarding the Acquisition, etc. (Please refer to (2) “Procedures for thePlan” below). The Acquirer shall comply with the procedures for the Plan, and shall notproceed with the Acquisition, etc. during the period from the start of the procedures for
the Plan to the resolution at the Board of Directors on whether or not to implement thegratis allotment of the Stock Acquisition Rights.
(b) Use of Gratis Allotment of Stock Acquisition Rights
If the Purchaser fails to comply with the procedures as prescribed by the Plan andconducts the Purchase or in the event of any Purchase by a Purchaser that may harm20the corporate value of the Company (for details of such criteria, please refer to (3)“Criteria for the gratis allotment of the Stock Acquisition Rights” below) and, in turn, thecommon interests of its shareholders, etc., the Company will conduct a gratis allocation(as prescribed in Article 277 and subsequent Articles of the Companies Act) of newshare acquisition rights (hereinafter referred to as the “Stock Acquisition Rights”; assummarized in (4) “Outline of the Gratis Allotment of the Stock Acquisition Rights”
below) to all shareholders at such time with terms that prohibit the Purchaser and its
specific group of shareholders (hereinafter referred to as the “Acquirer, etc.”; as defined
specifically in (2)(a) “Applicable Acquisitions, etc.” below) from exercising such rights
and with a condition to acquire Share Acquisition Rights in exchange for the Company’s
shares.
(c) Use of the Independent Committee for the Purpose of Excluding Arbitrary Decisions by
Directors
As a rule, the Company shall comply with the decision by the Independent Committee,
made in line with its regulations (for the outline, please refer to the Appendix 1), in orderto prevent the directors from making an arbitrary decision concerning the trigger or
non-trigger of the gratis allocation of the Share Acquisition Rights or other mattersconcerning the acquisition pursuant to the Plan. In addition, the Company shall ensuretransparency by seeking the said decision of the Independent Committee, which will becomprised of members appointed from experts with professional knowledge andexperience in corporate management, etc., who shall be independent from its executive
officers who conduct operations of the Company, as well as by timely disclosure of
relative information to all the shareholders of the Company.
The Independent Committee comprises three highly independent members. Names
and career summary of the Committee members are stated in the Appendix 2 (as forthe standards for electing the members of the Independent Committee, requirements
for resolutions and matters for resolutions, please refer to the Appendix 1).
(d) Exercise of the Stock Acquisition Rights, and the Acquisition of the Stock Acquisition
Rights by the Company
If the Stock Acquisition Rights are exercised by shareholders other than the Acquirer,
etc. following the gratis allotment of the Stock Acquisition Rights under the Plan, or if
shares in the Company are granted to shareholders other than the Acquirer, etc. in
exchange for acquisition of the Stock Acquisition Rights by the Company, percentage
of voting rights of the shares in the Company held by the Acquirer, etc. may be diluted.
(2) Procedures for the Plan(a) Applicable Acquisitions, etc.
The Plan is applicable to the act of acquisition of share certificates, etc. [3] issued by theCompany, by a specific shareholders group [1] resulting in, or aiming at 20% or higher
ownership of voting rights [2], or other similar acts, or proposals of such acts (bywhatever means including inside/outside market transactions and tender offer,21

excluding, however, cases recognized as a friendly act by the Board of Directors of theCompany; hereinafter called the “Acquisition, etc.” under the Plan). Any party who
conducts such Acquisition, etc. (hereinafter referred to as the “Acquirer”) shall follow
the procedures set out in advance under the Plan.
(b) Request for Information from the Acquirer
Prior to the execution of the Acquisition, etc., and unless the Acquisition, etc. isrecognized as a friendly act, etc. by the Board of Directors of the Company, theAcquirer shall be requested to submit to the Board of Directors of the Company, in theform prescribed by the Company, the information as listed below (hereinafter the“Required Information”) and the document containing the representations andwarranties to the effect that the Acquirer is, in the course of the Acquisition, etc. tocomply with the procedures set out under the Plan (hereinafter referred to as the“Statement of Intent for the Acquisition”).
If the procedure starts under the Plan, the Company shall promptly disclose it.
The Board of Directors of the Company shall promptly present the Statement of Intent＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿[1] Referred to as (i) a holder (including a party who falls under the category of a holder prescribed in Article 27-23,
Paragraph 3 of the Financial Instruments and Exchange Act; hereinafter the same shall apply) of the share certificate,etc. (referred to as share certificates, etc. prescribed in Article 27-23, Paragraph 1 of the same Act) of the Company, andits joint-holder (referred to as a joint-holder prescribed in Article 27-23, Paragraph 5 of the same Act, including a party
deemed to be a joint-holder in accordance with Article 27-23, Paragraph 6 of the same Act, hereinafter the same shallapply), and also a party in a certain relationship with such holder or its joint holder, which is similar to the relationshipbetween the holder and its joint-holder (hereinafter “quasi-joint holder”), or (ii) a party conducting a purchase, etc.
(referred to as a purchase, etc. prescribed in Article 27-2, Paragraph 1 of the same Act), of share certificates, etc. of theCompany (referred to as share certificates, etc. prescribed in Article 27-2, Paragraph 1 of the same Act) (hereinafter“Large-scale Acquirer”), and its specially related parties (referred to as a party in a special relationship prescribed in
Article 27-2, Paragraph 7 of the same Act).

[2] (i) In the case of (i) of Note 1 above, referred to as a combined share holding ratio of the holder and its joint-holder(referred to as a combined share holding ratio prescribed in Article 27-23, Paragraph 4 of the Financial Instruments andExchange Act), as well as that of quasi-joint holder (as calculated in accordance with Article 27-23, Paragraph 4 of thesame Act; provided the portion overlapped with the combined share holding ratio of the holder and its joint-holder, if any,
shall be excluded), while (ii) in the case of (ii) of Note 1 above, referred to as a combined ownership ratio of sharecertificates, etc. (referred to as a combined ownership ratio of share certificates, etc. prescribed in Article 27-2,
Paragraph 8 of the same Act) of the Large-scale Acquirer and that of its specially related parties. For the purpose of
calculating holding ratios of share certificates, etc. and ownership ratios of share certificates, etc., securities reports,
quarterly reports and/or other information provided by the Company based on the same Act may be referred as
appropriate.

[3] In the case of (i) of Note 1 above, referred to as the share certificates, etc. prescribed in Article 27-23, Paragraph 1 of
the Financial Instruments and Exchange Act, while in the case of (ii) of Note 1 above, referred to as the sharecertificates, etc. prescribed in Article 27-2, Paragraph 1 of the same Act.

22

for the Acquisition to the Independent Committee upon its receipt. Following the reviewof the Statement, if the contents are found insufficient, the Independent Committee may
request the Acquirer, directly or indirectly, to additionally provide the Required
Information by the time limit set out as appropriate. In such case, the Acquirer shall be
required to duly provide such additional Required Information by such time limit.
Statement of Intent for the Acquisition or such additional Required Information must be
prepared in Japanese.

23

List of the Required Information
1) Details of the Acquirer, etc. (including specific names or titles, capital structure, financial
positions, experiences of past transactions similar in nature to the Acquisition, etc.
proposed by the Acquirer, etc. and its outcome, the impacts of such past transactions on
the corporate value of the targeted companies)
2) Prior and existing business relationship or competition between the Acquirer, etc. and themain business partners of the Company, if any3) Objective, method and other details of the Acquisition, etc. (including information on theprice and type of consideration for the Acquisition, etc., its timing, structure of its relatedtransactions, legitimacy of its method and its feasibility)4) Basis for calculating the price of consideration for the Acquisition, etc. (including facts andassumptions that serve as the basis for calculation, method of calculation, numerical data
used for the calculation, contents of the synergies expected to be created as a result of aseries of transactions related to the Acquisition, etc., contents of such synergies
distributable to minority shareholders)5) Source of the fund that finances the Acquisition, etc. (including specific names of theproviders of the fund (including all indirect providers), funding methods, details of therelated transactions)
6) Management policies, business plans, capital policies, dividend policies, and measuresfor enhancing corporate value of the Company after the Acquisition, etc.
7) Policies after the Acquisition, etc. for dealing with the Company’s stakeholders, including
its employees, business partners and customers8) Arrangements between the Acquirer and third parties regarding the disposal of theshares in the Company held by the Acquirer, and/or exercise of associated voting rights
9) Specific measures for avoiding conflicts of interest with other shareholders of theCompany10) Other information reasonably considered necessary by the Independent Committee
When the Acquirer is considered to have started the Acquisition, etc. without following theprocedures set out under the Plan, the Independent Committee, in principle, makes arecommendation of gratis allotment of the Stock Acquisition Rights to the Board of
Directors of the Company as described in (d) 1) below, unless exceptional circumstancesarise where there is a need for further discussion/negotiation with the Acquirer for thesubmission of Statement of Intent for the Acquisition.
(c) Review of the details of the Acquisition, etc., and of the Negotiation with the Acquirer
and the Draft of Alternative Proposals
1) Request for information to the Board of Directors of the Company
Upon submission from the Acquirer of the Statement of Intent for the Acquisition andthe Required Information additionally requested by the Independent Committee (ifany), the Independent Committee may set a time limit for a reply set out asappropriate (a time frame within 60 days in principle, considered necessary for the24

Board to prepare and present its opinion, evidence that supports such opinion andother information/materials, etc. considered necessary as appropriate by the
Independent Committee according to the result of the study by outside experts;
however, the Board shall conduct such required review as soon as possible) in
consideration of the time period necessary for the Board of Directors of theCompany to collect relevant information and to review the corporate assessment(including review by outside experts, if necessary), for the purpose of comparative
analysis between the details of Statement of Intent for the Acquisition as well as the
additionally submitted Required Information, and the business plan presented by, as
well as the corporate assessment of the Acquirer conducted by the Board of
Directors of the Company, from the perspective of ensuring and enhancing
corporate value of the Company and the common interest of its shareholders, andmay request the Board of Directors of the Company to show its opinion over thedetails of the Acquisition, etc. proposed by the Acquirer (including the Board’s
position to withhold its opinion, hereinafter the same shall apply), evidence that
supports such opinion, alternative proposals (if any) and other information/materials
considered necessary by the Committee as appropriate, etc.
2) Review by the Independent Committee
In the case where the Independent Committee considers that the Acquirer and theBoard of Directors of the Company (if having requested to provide
information/materials as mentioned in 1) above) have provided sufficient
information/materials, the Independent Committee shall establish a review period up
to 60 days in principle (which, however, may be subject to extension/re-extension ofsuch period based on the resolution at the Independent Committee up to 30 days, inthe cases described in (d) 3) below) (hereinafter referred to as the “Independent
Committee Review Period”). The Independent Committee shall conduct review of
the Acquisition, etc. proposed by the Acquirer, collection of information andcomparative analysis regarding the business plans, etc. both by the Acquirer and by
the Board of Directors of the Company, review of the alternative proposals
presented by the Board during the Independent Committee Review Period. The
Independent Committee shall also discuss and negotiate with the Acquirer, directly
or indirectly via the Board of Directors of the Company, or present shareholders withthe alternative proposals submitted by the Board if necessary, for altering theAcquisition, etc. with a view to ensuring and enhancing corporate value of theCompany and the common interest of its shareholders.
To ensure that the decision by the Independent Committee be made with a view toensuring and enhancing corporate value of the Company and the common interestof its shareholders, the Independent Committee may seek advice from independent
third parties (such as financial advisors, certified public accountants, attorneys,
consultants and other experts) at the cost of the Company.
The Acquirer shall be obliged to promptly provide review materials and/or otherinformation, or to discuss and negotiate with the Independent Committee, if it isrequested by the Independent Committee directly or indirectly via the Board of25

Directors of the Company.
3) Information disclosure
Of facts and information including the start of the Independent Committee Review
Period, presentation of an alternative proposal by the Board of Directors of theCompany to the Independent Committee, and the outline of the Required
Information, matters deemed appropriate by the Independent Committee shall be
disclosed at the point in time as considered appropriate by the Committee.
(d) Recommendation by the Independent Committee
Upon the emergence of an acquirer, the Independent Committee shall make thefollowing recommendations to the Board of Directors of the Company. In the casewhere the Independent Committee make resolutions for such matters as therecommendations as described in 1), 2) and 3) below to the Board of Directors, or if
deemed appropriate by the Independent Committee, such recommendations andresolutions made, their outlines, and matters deemed appropriate by the Committee(including the period of extension/re-extension of the Independent Committee Review
Period and the outline of its reasons, if such extension/re-extension is enforced) shallbe promptly disclosed by the Company.
1) In the case of a recommendation for implementation of gratis allotment of the Stock
Acquisition Rights
The Independent Committee shall make a recommendation to the Board of
Directors of the Company for the implementation of gratis allotment of the Stock
Acquisition Rights, regardless of whether the Independent Committee Review
Period is started or terminated, if the Acquirer failed to comply with the procedures
set out under the Plan, or if the Independent Committee decides that the Acquisition,etc. proposed by the Acquirer is deemed to meet any of the criteria as set forth in (3)“Criteria for Gratis Allotment of the Stock Acquisition Rights” below, following thereview of the details of the Acquisition, etc. proposed by the Acquirer as well as thediscussion and negotiation with the Acquirer, and thus the implementation of suchgratis allotment of the Stock Acquisition Rights is deemed appropriate.
However, even after the Independent Committee makes the recommendation for the
implementation of the gratis allotment of the Stock Acquisition Rights, if it
determines that the circumstance falls under any of the following, it may cancel thegratis allotment up to two business days prior to the ex-rights date of the gratis
allotment, and it may make a recommendation for the acquisition of the Stock
Acquisition Rights without compensation, in the period from the effective date ofgratis allotment of the Stock Acquisition Rights up to the day preceding the start dateof exercise period (as defined in (f) of (4) “Outline of Gratis Allotment of the Stock
Acquisition Rights” below).
a) In the case where the Acquisition, etc. is cancelled due to the withdrawal by
the Acquirer or other reasons.
b) In the case where there are changes to the facts on which the decision for therecommendation is based, hence the Acquisition, etc. proposed by the26Acquirer no longer meets any of the criteria set out under (3) ”Criteria for theGratis Allotment of the Stock Acquisition Rights” below, or implementation ofsuch gratis allotment of the Stock Acquisition Rights or authorizing theimplementation are no longer appropriate, even though the Acquisition, etc.
proposed by the Acquirer still meets such criteria.
2) In the case where recommendation for non-implementation of gratis allotment of theStock Acquisition Rights is madeThe Independent Committee shall make a recommendation to the Board of
Directors of the Company for non-implementation of gratis allotment of the Stock
Acquisition Rights, regardless of whether the Independent Committee Review
Period is terminated or not, if the Independent Committee decides that theAcquisition, etc. proposed by the Acquirer is deemed not to meet any of the criteria
as set forth in (3) “Criteria for Gratis Allotment of the Stock Acquisition Rights” below,
following the review of the details of the Acquisition, etc. proposed by the Acquirer
as well as the discussion and negotiation with the Acquirer, or the implementation ofsuch gratis allotment of the Stock Acquisition Rights is not deemed appropriate,
even though the Acquisition, etc. proposed by the Acquirer meets such criteria.
However, even after the Independent Committee makes the recommendation for
non-implementation of the gratis allotment of the Stock Acquisition Rights, if there
are changes to the facts on which the decision for the recommendation is based,
hence it has come to decide that the Acquisition, etc. proposed by the Acquirer isdeemed to meet any of the criteria as set forth in (3) “Criteria for Gratis Allotment of
the Stock Acquisition Rights” below, and thus the implementation of the gratis
allotment of the Stock Acquisition Rights is deemed appropriate, the Independent
Committee may make new decisions including the recommendations for the
implementation of the gratis allotment of the Stock Acquisition Rights, and makesuch a recommendation to the Board of Directors of the Company.
3) In the case where the Independent Committee Review Period is extended
If the Independent Committee failed to make a recommendation for implementation
or non-implementation of the gratis allotment of the Stock Acquisition Rights by the
expiry date of the Independent Committee Review Period, the Independent
Committee shall make resolutions for the extension of the Independent Committee
Review Period, to the extent reasonably deemed necessary for the review of theAcquisition, etc. proposed by the Acquirer, discussion and negotiation with theAcquirer, and the review of the alternative proposal (further extension thereafter
shall follow the same procedure).
If the Independent Committee Review Period is extended based on the
aforementioned resolution, it shall collect information and make reviews, etc. as
intended by such extension, and make its best efforts to make a recommendation
within the extended period, for the implementation or non-implementation of thegratis allotment of the Stock Acquisition Rights.

27

(e) Resolution of the Board of Directors
The Board of Directors of the Company shall promptly make resolutions, in fulfilling its
role as a body under the Companies Act, regarding the implementation or
non-implementation of the gratis allotment of the Stock Acquisition Rights, etc.
(including cancellation of the gratis allotment and acquisition of the issued Stock
Acquisition Rights without consideration) while fully respecting the aforementioned
recommendation by the Independent Committee.
The Acquirer shall not be allowed to proceed with the Acquisition, etc. in the period fromthe start of the procedure for the Plan up to the resolution of the Board of Directors of
the Company on the implementation or non-implementation of the gratis allotment of
the Stock Acquisition Rights.
If the Board of Directors of the Company makes the resolution on the implementation or
non-implementation of the gratis allotment of the Stock Acquisition Rights, it shallpromptly disclose the outline of such resolution and other matters it deems appropriate.
(3) Criteria for Gratis Allotment of the Stock Acquisition Rights
If the Acquisition, etc. proposed by the Acquirer is considered to fall under any of thefollowing, and that the implementation of the gratis allotment of the Stock Acquisition
Rights is deemed appropriate, the Company shall be bound to implement the gratis
allotment of the Stock Acquisition Rights according to the resolution at the Board of
Directors of the Company as described in the aforementioned (e) of (2) “Procedures for
the Plan.” As described in the aforementioned (d) of (2) “Procedures for the Plan,”decision on whether the Acquirer meets the following criteria, and on whether it isappropriate to implement the gratis allotment of the Stock Acquisition Rights shall bemade based on the judgment of the Independent Committee without exception.

28

Criteria for Gratis Allotment of the Stock Acquisition Rights(a) In the case the Acquisition, etc. does not comply with the procedures set out under thePlan listed below, including provision of information and securing of the Independent
Committee Review Period as prescribed in the aforementioned (b) of (2) “Proceduresfor the Plan.”
1) In the case the Acquisition, etc. is carried out, without allowing the Board of
Directors of the Company a time period reasonably necessary for presenting analternative proposal to the Acquisition, etc.
2) In the case the Acquisition, etc. is carried out without allowing the Independent
Committee the Independent Committee Review Period as set out under the Plan.
3) In the case the Acquisition, etc. is carried out without sufficiently providing theRequired Information and other information reasonably necessary for evaluating thedetails of the Acquisition, etc.
(b) In the case the Acquisition, etc. may clearly damage the corporate value of theCompany and the common interest of its shareholders due to the following acts or acts
similar to these.
1) Act to buy out the Company’s share certificates, etc., followed by a demand for
repurchase at an inflated price2) Act by the Acquirer, etc. to temporarily control the Company, enforce management
under which it generates profits at the expense of the Company, such as acquiring
significant assets of the Company at a low price3) Act to appropriate the Company’s assets as collateral for the debt of, or as fund for
repayment
4) Act to temporarily control the Company, for the purpose of enforcing disposal of
expensive assets that are not involved in the Company’s business for theforeseeable future and payment of temporary high dividends based on the proceedsfrom such disposal, and/or enabling the Acquirer, etc. to sell its shares in the
Company at a profit by taking advantage of the soaring share price resulting fromsuch temporary high dividends
5) Act to buy out the Company’s shares, despite no genuine intention to participate in
the Company’s management, with the objective of primarily pulling up theCompany’s share price, and then asking the Company and its related parties
concerned to repurchase its shares at an inflated price.
(c) In the case where the Acquisition, etc. may virtually force shareholders to sell theirshares, such as coercive two-tier purchase (purchase of shares in the forms including
tender offer carried out without inducing purchase of all shares in the first phase, andwith the terms of purchase in the second phase made deliberately less attractive, or
unclear to shareholders).

29

(d) In the case the Acquisition, etc. involves significantly inadequate or inappropriate terms(including the price and type of consideration for the Acquisition, etc., its timing,
structure of the related transactions, legitimacy of its method, and its feasibility) in lightof the intrinsic value that is the source of the common interest of the Company’s
shareholders.
(e) In the case the Acquisition, etc. is deemed to pose threats to damage the corporate
value of the Company and the common interest of its shareholders, through the
impairment of the interest of its stakeholders including shareholders, employees,
customers and business partners, as a result of the acquisition of control over theCompany by the Acquirer, and the policy to treat such stakeholders as well as businessplans, etc.
(4) Outline of Gratis Allotment of the Stock Acquisition Rights
Outline of the gratis allotment of the Stock Acquisition Rights to be implemented under
the Plan is as follows.
(a) Number of the Stock Acquisition Rights
It shall be equivalent to the total number of shares outstanding in the Company, on acertain day (hereinafter referred to as the “Allotment Date”) as separately set out by the
resolution of the Board of Directors regarding the gratis allotment of the Stock
Acquisition Rights (hereinafter referred to as the “Resolution for Gratis Allotment of theStock Acquisition Rights”) (excluding, however, the number of shares held by theCompany as at the Allotment Date).
(b) Entitled Shareholders
One Stock Acquisition Right shall be allotted with no compensation for one share in the
Company held by shareholders other than the Company registered or recorded on thelatest shareholder register of the Company on the Allotment Date. The Company may
conduct such gratis allotment of the Stock Acquisition Rights on more than one
occasion.
(c) Effective Date of the Gratis Allotment of the Stock Acquisition Rights
It shall be the date separately set out by the Resolution for Gratis Allotment of the Stock
Acquisition Rights.
(d) Number of Shares subject to Stock Acquisition Rights
Number of shares [4] subject to one Stock Acquisition Right (hereinafter referred to as
the “Applicable Number of Shares”) shall be one share, unless otherwise adjusted.
(e) The Amount of the Property to be Contributed upon Exercise of each Stock Acquisition
Right
Contributions upon exercise of the Stock Acquisition Rights are to be made in cash, and30

the amount of property to be contributed upon exercise of each Stock Acquisition Right,
shall be the amount as separately set out by the Resolution for Gratis Allotment of theStock Acquisition Rights, within the range between the lower limit of 1 yen and theupper limit of 50% of the market price of one share in the Company. “Market price” shallrefer to the amount equivalent to the average closing price (including trade quote) ofordinary transactions of the Company's common stock on all trading days (excluding
the days on which no trading is reported) at the Tokyo Stock Exchange, during theperiod separately set out by the Board of Directors in the range between 30 days and180 days prior to the Resolution for Gratis Allotment of the Stock Acquisition Rights,
and any fraction of a yen shall be rounded up to one yen.
(f) Exercise Period of the Stock Acquisition Rights
With the start date (hereinafter referred to as the “Start Date of Exercise Period”) as
separately set out by the Resolution for Gratis Allotment of the Stock Acquisition Rights,
the time period shall be separately set out by the Resolution for Gratis Allotment of theStock Acquisition Rights, in the range between one month and three months, provided,
however, that if the Company acquires the Stock Acquisition Rights, the exercise periodof the Stock Acquisition Rights associated with the acquisition in accordance with (i) 2)
below, shall expire on the business day preceding the date of such acquisition, or if thelast day of the exercise period falls on the holiday for the institution that handles thepayment associated with the exercise, it shall expire on the business day prior thereto.
(g) Conditions for Exercising the Stock Acquisition Rights
The Acquirer, etc. may not exercise the Stock Acquisition Rights, in principle. In
addition, non-residents in Japan who are required to comply with certain procedures set
out under foreign laws and regulations for the purpose of exercising the Stock
Acquisition Rights shall not be allowed to exercise the Stock Acquisition Rights inprinciple (provided, however, that certain parties entitled to use exemption provisions
under such applicable foreign laws and regulations may exercise the Stock Acquisition
Rights, while the Stock Acquisition Rights held by non-residents in Japan shall be
subject to the acquisition by the Company in consideration of shares in the Company as
described in (i) below). In addition, anyone who fails to submit a written pledge in theform prescribed by the Company, including provisions of representations andwarranties regarding matters such as the fact that they satisfy the exercise conditions of
the Stock Acquisition Rights, indemnity clauses and other covenants, shall not beallowed to exercise the Stock Acquisition Rights.
＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿[4] If the Company becomes a corporation issuing class shares (in accordance with Article 2, Paragraph 13 of theCompanies Act), both 1) shares in the Company issued in association with the exercise of the Stock Acquisition
Rights, and 2) shares granted in exchange for the acquisition of the Stock Acquisition Rights refer to the same classof shares (i.e. common stock) as have already been issued as of this General Meeting of Shareholders.

31(h) Restriction to the Transfer of the Stock Acquisition Rights
Acquisition of the Stock Acquisition Rights by transfer thereof shall be subject to theapproval of the Board of Directors of the Company.
(i) Acquisition of the Stock Acquisition Rights by the Company
1) Until the day before the Start Date of Exercise Period, based on therecommendation of the Independent Committee in principle, if the Board of
Directors of the Company decides that it is appropriate for the Company to acquire
the Stock Acquisition Rights, the Company may acquire all of the Stock Acquisition
Rights without compensation on the day as separately set out by the Board of
Directors of the Company.
2) On the day as separately set out by the Board of Directors of the Company, theCompany may acquire all of the Stock Acquisition Rights held by parties other thanthe Acquirer, etc. that have not been exercised by the business day preceding suchdate set out by the Board of Directors of the Company, and in exchange for them,
grant the Applicable Number of Shares in the Company for each such Stock
Acquisition Right. The Company may conduct such acquisition of the Stock
Acquisition Rights on several occasions. (This applies to the case where gratis
allotment of the Stock Acquisition Rights is carried out several times, sinceacquisition of the Stock Acquisition Rights are conducted for each of the Stock
Acquisition Rights. If it turns out that, among holders of the Stock Acquisition Rights
excluded from the acquisition, which was made for holders other than the Acquirer,
etc., parties other than the Acquirer, etc. are included, the Company may conduct
additional acquisition targeting such other parties than the Acquirer, etc.)
3) In addition to the cases above, upon the actual Resolution for Gratis Allotment of
the Stock Acquisition Rights, the Company may set out matters related toacquisition of the Stock Acquisition Rights other than those set out in 1) and 2)
above (including the matters related to the acquisition of the Stock Acquisition
Rights from the Acquirer, etc.), if it is deemed reasonably appropriate subject to therecommendation by the Independent Committee; provided, however, that
acquisition of the Stock Acquisition Rights owned by the Acquirer, etc. shall not
involve grant of consideration including payment of cash.
(j) Grant of the Stock Acquisition Rights in the Case of Merger, Absorption-type Company
Split, Incorporation-type Company Split, Share Exchange and Share Transfer
It shall be set out separately by the Resolution for Gratis Allotment of the Stock
Acquisition Rights.
(k) Issuance of Stock Acquisition Right Certificates
Stock acquisition right certificates shall not be issued with respect to the Stock
Acquisition Rights.

32

(5) Procedures for the Renewal of the Plan
The effective period of the Plan shall be renewed subject to the approval ofshareholders after the deliberation of the proposal at this General Meeting of
Shareholders.
(6) Effective Period, Abolition, Amendment and Suspension of the Plan
Effective period of the Plan shall expire at the conclusion of the General Meeting of
Shareholders for the last fiscal year ending within three years after this General
Meeting of Shareholders.
However, even prior to the expiry of the effective period, the Plan and the entrustment
based on the Plan shall be abolished and cancelled at the time when 1) resolution for
the abolition of the Plan is made at this General Meeting of Shareholders, or 2)
resolution for the abolition of the Plan is made by the Board of Directors of theCompany.
Meanwhile, even during the effective period of the Plan, the Board of Directors of theCompany may amend or temporarily suspend the Plan, if such amendment orsuspension does not go against the intention of the approval of (5) “Procedures for the
Renewal of the Plan” above, at this General Meeting of Shareholders (including thecases where establishment, amendments and abolition of the laws, regulations andrules of financial instruments exchanges relevant to the Plan are made, and it isappropriate to reflect such establishment, amendments and abolition on the Plan, or
the cases where it is appropriate to revise the wording of the Plan due to misspelling
and typographical errors, etc. or the cases where such amendment or suspension is
not disadvantageous to the Company’s shareholders) subject to the approval of the
Independent Committee.
In the case where such amendment or temporary suspension of the Plan is enforced,
the Company shall promptly disclose the fact of such amendment or suspension as
appropriate, and the details of the amendment (in the case of amendment) and otherrelevant matters.
(7) Amendment Required by Laws and Regulations
Provisions of laws and regulations referenced in the Plan are based on the provisions
in effect as of May 10, 2016. Thus, if any necessity arises for modifying the provisions
or definitions of terms set out above, due to the establishment, amendment or abolitionof the laws and regulations after such date, the reading of provisions or definitions ofterms set out above shall be changed accordingly as appropriate to a reasonable
extent, taking into consideration the purposes of such establishment, amendment or
abolition.
3. Impact on Shareholders(1) Impact on Shareholders and Investors at the Time of the Introduction of the Plan
Since gratis allotment of the Stock Acquisition Rights is not implemented at the
introduction of the Plan, such introduction shall have no direct and specific impact on

33

shareholders and investors.
(2) Impact on Shareholders and Investors at the Time of the Implementation of the Gratis
Allotment of the Stock Acquisition Rights
Subject to the Resolution for Gratis Allotment of the Stock Acquisition Rights at theBoard of Directors of the Company, one Stock Acquisition Right shall be allotted withno compensation for one share in the Company held by shareholders as of the
Allotment Date as separately set out by such Resolution for Gratis Allotment of theStock Acquisition Rights. If a shareholder does not follow the procedures for the
exercise of the Stock Acquisition Rights as described in detail in (a) of (3) “Procedures
for Shareholders in association with Gratis Allotment of the Stock Acquisition Rights”
below during the exercise period, including the payment of cash, shares in the
Company held by such shareholder will be diluted as a result of the exercise of theStock Acquisition Rights by other shareholders. However, the Company may acquire
the Stock Acquisition Rights from shareholders other than the Acquirer, etc. by theprocedures described in (b) of (3) “Procedures for Shareholders in association with
Gratis Allotment of the Stock Acquisition Rights,” and grant shares in the Company inexchange of the Stock Acquisition Rights. If the Company follows such procedures foracquisition, shareholders other than the Acquirer, etc. will receive shares in the
Company without exercising the Stock Acquisition Rights and paying the amount ofcash equivalent to the exercise price, resulting in the dilution of value per share held by
each shareholder. However, this does not basically cause any economic dilution of thetotal value of the shares in the Company held by each shareholder. Given the
restriction on the transfer of a stock acquisition right itself, however, if shareholders are
granted shares in the Company after the Allotment Date, as a result of exercise of theStock Acquisition Rights or the acquisition by the Company, collection of invested
capital by transfer may be restricted to the extent attributable to the Stock Acquisition
Rights from the value of the shares in the Company held by shareholders, until theshares in the Company are recorded in the transfer accounts of shareholders.
Shareholders are requested to pay attention to this possible restriction.
Even after the Allotment Date or the effective date of the gratis allotment of the Stock
Acquisition Rights, the Company may cancel such gratis allotment of the Stock
Acquisition Rights, due to the withdrawal of the Acquisition, etc. by the Acquirer or otherreasons, up to two business days prior to the ex-rights date of the gratis allotment, or
may acquire the Stock Acquisition Rights with no compensation and without granting
shares in the Company to the holders of the Stock Acquisition Rights, in the period fromthe effective date of the Stock Acquisition Rights up to the day preceding the Start Dateof Exercise Period. Thus the outcome may be the same as the case where no gratis
allotment of the Stock Acquisition Rights took place at all. In such cases, the value pershare is not diluted, and investors who traded the shares in the Company in an
anticipation of gratis allotment of the Stock Acquisition Rights may accordingly suffer
losses due to the share price fluctuations.

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(3) Procedures for Shareholders in association with Gratis Allotment of the Stock
Acquisition Rights(a) Procedures for the Exercise of the Stock Acquisition Rights
The Company shall send documents necessary for exercising the Stock Acquisition
Rights, including, in principle, the instruction form for the exercise of the Stock
Acquisition Rights (in the form prescribed by the Company, specifying the content andnumber of the Stock Acquisition Rights to be exercised, date of such exercise,
information necessary for recording the shares in the Company including the transfer
account detail, a written pledge including provisions of representations and warranties
regarding matters such as the fact that the shareholder is not the Acquirer, etc.,
indemnity clauses and other covenants) to the shareholders registered or recorded on
the latest shareholder register of the Company on the Allotment Date. After the gratis
allotment of the Stock Acquisition Rights, shareholders will be requested to submit the
documents during the exercise period but until the acquisition of the Stock Acquisition
Rights by the Company becomes effective, and pay the amount of consideration, as
determined by the Resolution for Gratis Allotment of the Stock Acquisition Rights at theBoard of Directors of the Company, within the range between the lower limit of 1 yen
and the upper limit of 50% of the market price of one share in the Company for each
Stock Acquisition Right, to the institution that handles the payment associated with theexercise. Subsequently, one share in the Company for each Stock Acquisition Right, inprinciple, will be issued.
Please bear in mind that, subject to the provisions of the laws concerning the transfer ofbonds and shares, when exercising the Stock Acquisition Rights, shareholders need toprovide the Company with information on an account other than a special account,which is to be used as a transfer account for the purpose of recording the shares
granted as a result of the exercise, and that shareholders need to open a transfer
account such as securities account before exercising the Stock Acquisition Rights.
(b) Procedures for the Acquisition of the Stock Acquisition Rights by the Company
When the Board of Directors of the Company makes a decision on the acquisition of
the Stock Acquisition Rights, the Company shall acquire the Stock Acquisition Rights
on the date as separately set out by the Board of Directors of the Company, in
accordance with the statutory procedures. If the Company needs to grant the shares in
the Company to shareholders in exchange for the acquired Stock Acquisition Rights, it
shall promptly grant them. In this case, shareholders may be requested to separately
submit a written pledge in a form prescribed by the Company, including provisions ofrepresentations and warranties regarding matters such as the fact that the shareholder
is not the Acquirer, etc., indemnity clauses and other covenants. Shareholders may
also be requested to provide information on the transfer account for the purpose ofrecording the shares in the Company granted as consideration for the acquisition of theStock Acquisition Rights.
If certain provisions including the acquisition of the Stock Acquisition Rights from theAcquirer, etc. are set out in the Resolution for Gratis Allotment of the Stock Acquisition

35

Rights made based on the recommendation by the Independent Committee, theCompany may take such measures in accordance with such provisions.
In addition to the above, details of the method for the allotment and exercise of theStock Acquisition Rights and method for the acquisition by the Company shall be
disclosed or notified to shareholders after the Resolution for Gratis Allotment of theStock Acquisition Rights is made. Shareholders will be kindly asked to confirm suchdisclosure and notification.
IV. Decisions by the Board of Directors of the Company on the Measures above under thePlan and its Reasons
1. The Plan is in Compliance with the Company’s Basic Policies
The Plan shall be in compliance with Company’s basic policies, as it is a framework forprotecting corporate value of the Company and the common interest of its shareholders,through ensuring sufficient information and time necessary for shareholders to decide
whether or not to accept the Acquisition, etc., or for the Board of Directors of the Company
to make alternative proposals to shareholders, or allowing the Board to discuss andnegotiate with the Large-scale Acquirer on behalf of shareholders in the case of theAcquisition, etc. of the share certificates, etc. of the Company.
2. The Measures Do Not Damage the Common Interest of Shareholders, and Are Not Meant
to Preserve the Status of the Company Officers.
The Company believes that the measures for preventing control by parties deemed
inappropriate under the Basic Policies do not damage the common interest ofshareholders, and are not meant to preserve the status of the company officers for thefollowing reasons.
(1) The measures completely meet the requirements of the Guidelines Regarding
Takeover Defense.
The Plan is completely in compliance with the three principles set out under the“Guidelines Regarding Takeover Defense for the Purposes of Protection andEnhancement of Corporate Value and Shareholders’ Common Interests” published on
May 27, 2005 jointly by the Ministry of Economy, Trade and Industry and the Ministry ofJustice. The Plan is also in conformity to the proposals in “Takeover Defense Measuresin Light of Recent Environmental Changes” published on June 30, 2008, by the
Corporate Value Study Group of the Ministry of Economy, Trade and Industry.
(2) The Plan is Designed to Respect the Intention of Shareholders
As described in III.2. (5) “Procedures for the Renewal of the Plan” above, for the
purpose of reflecting the intent of shareholders, the Company has made proposals at
this General Meeting of Shareholders on the introduction of the Plan. Uponshareholders’ approval on the Plan at this General Meeting of Shareholders, the Plan
shall be renewed to cover the period up to the conclusion of the Ordinary General
Meeting of Shareholders for the last fiscal year ending within three years after this36General Meeting of Shareholders.
In addition, as described in III.2.(6) “Effective Period, Abolition, Amendment andSuspension of the Plan” above, the Plan may be abolished at the time when aresolution for the abolition of the Plan is made at a General Meeting of Shareholders, ora resolution for the abolition of the Plan is made by the Board of Directors comprising
Directors appointed by a General Meeting of Shareholders, even prior to the expiry of
its effective period. Thus, shareholders’ intention will be reflected on the decisions
whether or not to maintain the Plan.
(3) Due Consideration to the Decision by Independent Outside Experts, and Information
Disclosure
At the introduction of the Plan, the Company has established the Independent
Committee as a body for objectively making substantive judgment for shareholders,regarding the implementation and abolition of the Plan while excluding Directors’
arbitrary judgments.
If Acquisition, etc. is actually made, the Independent Committee shall make substantive
judgment on whether such Acquisition, etc. damages corporate value of the Company
and the common interest of its shareholders, in accordance with the Independent
Committee Rules as described in III.2.(2) “Procedures for the Plan” above, while theBoard of Directors of the Company shall make resolutions in fulfilling its role as a bodyunder the Companies Act, while fully respecting such judgment of the Independent
Committee.
Thus, the Independent Committee shall rigorously monitor possible arbitrary actions by
Directors of the Company while outline of any judgment made by the Committee shallbe disclosed to shareholders. Thus the framework for transparent operations of thePlan is ensured to the extent beneficial to corporate value of the Company and thecommon interest of its shareholders.
The Independent Committee presently comprises three members with highindependence. (As for the standards for electing the members of the Independent
Committee, requirements for reaching resolutions and matters to be resolved, pleaserefer to the Appendix 1. Names and career summaries of the Committee members arestated in the Appendix 2.)(4) Establishment of Reasonable and Objective Criteria
As described in III.2.(2)(d) “Recommendation by the Independent Committee” andIII.2.(3) “Criteria for the Gratis Allotment of the Stock Acquisition Rights” above, thePlan is set to be implemented only when reasonable, detailed and objective criteria aremet. Thus the framework is ensured for preventing the Board of Directors of theCompany from arbitrarily implementing the Plan.
(5) Hearing the Opinions of Outside Experts
Upon the emergence of an Acquirer, the Independent Committee shall be able to seek
advice from independent third-party experts (including financial advisors, certified

37

public accountants, attorneys, consultants, and other experts) at the cost of theCompany, thereby further ensuring impartiality and objectivity of the judgment of the
Independent Committee.
(6) Not being a Dead-Hand Takeover Defense Measure
As described in III.2.(6) “Effective Period, Abolition, Amendment and Suspension of thePlan” above, the Plan is designed to allow abolition by the Directors nominated by the
party who conducted the large-scale acquisition of share certificates, etc. of theCompany, and elected by the General Meeting of Shareholders, which, therefore, is nota dead-hand takeover defense measure (a takeover defense measure that cannot be
stopped even after a majority of the members of the Board have been replaced).

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Appendix 1
Outline of the Independent Committee Rules· The Independent Committee shall be established by the resolution of the Board of Directorsof the Company.
· The Independent Committee shall comprise three or more and five or less members,
elected by the Board of Directors of the Company, from among the persons who are
independent from the senior management engaged in executing the business of theCompany and fall into any of the three categories, namely (i) Outside Directors of theCompany, (ii) Outside Audit & Supervisory Board Members of the Company, or (iii) outside
experts. Provided, however, outside experts must be corporate executives with proven trackrecords, ex-government officials, university staff, persons familiar with investment banking
business or the lines of business conducted by the Company, attorneys, certified public
accountants, or researchers specializing in the Companies Act, or other experts with similar
qualifications and/or experiences and must have entered into an agreement with theCompany, which includes provisions of due care of a prudent manager as specified by theCompany.
· Term of office of the Independent Committee members shall expire at the conclusion of theOrdinary General Meeting of Shareholders for the last fiscal year ending within three years
after this General Meeting of Shareholders, unless otherwise specified by the resolution of
the Board of Directors of the Company. When a member of the Independent Committee,
who has been an Outside Director of the Company or an Outside Audit & Supervisory Board
Member of the Company, ceases to be a Director or an Audit & Supervisory Board Member(unless as a result of reappointment), his/her term of office as a member of the Independent
Committee shall automatically terminate at the same time.
· The Independent Committee shall make decisions on the matters as listed below, and suchdecisions along with reasons shall be advised to the Board of Directors of the Company inthe form of recommendations. The Board of Directors of the Company shall makeresolutions regarding the implementation or non-implementation of the gratis allotment of
the Stock Acquisition Rights in fulfilling its role as a body under the Companies Act, while
fully respecting such recommendation by the Independent Committee. Each member of the
Independent Committee and each Director of the Company must participate in suchdecision-making process from the perspective of whether or not it is beneficial to corporate
value of the Company and the common interest of its shareholders, and not solely for the
purpose of achieving personal gain for himself/herself or collectively for the senior
management of the Company.
1) Implementation or non-implementation of the gratis allotment of the Stock Acquisition
Rights2) Cancellation of gratis allotment of the Stock Acquisition Rights, or acquisition of theStock Acquisition Rights with no compensation
3) Other matters which is subject to the decision by the Board of Directors of the Company,
but has been consulted with the Independent Committee

39

· In addition to those mentioned above, the Independent Committee shall carry out thefollowing:1) Decisions on information to be provided to the Independent Committee from theAcquirer as well as the Board of Directors of the Company, and the time limit of suchprovision.
2) Examination and review of the details of the Acquisition, etc. as proposed by the
Acquirer3) Negotiations and discussions with the Acquirer
4) Request for submission of an alternative proposal from the Board of Directors of theCompany, review of the alternative proposal and its presentation to shareholders
5) Establishment of the Independent Committee Review Period and the decision on its
extension6) Approval on the amendment or suspension of the Plan
7) Other matters authorized to be conducted by the Independent Committee under thePlan8) Matters authorized to be conducted by the Independent Committee separately
determined by the Board of Directors of the Company· If the information presented has been found insufficient as the Required Information, theIndependent Committee shall request the Acquirer to additionally provide the Required
Information. Upon submission from the Acquirer of the Statement of Intent for theAcquisition and the Required Information additionally requested by the Committee, theIndependent Committee may also request the Board of Directors of the Company to show
its opinion over the details of the Acquisition, etc. proposed by the Acquirer, evidence that
supports such opinion, alternative proposals (if any) and other information/materials
considered necessary by the Committee as appropriate, etc. within a certain period of time.
· The Independent Committee shall also discuss and negotiate with the Acquirer, directly or
indirectly via the Board of Directors of the Company, or present shareholders with thealternative proposals submitted by the Board if necessary, for altering the Acquisition, etc.
with a view to ensuring and enhancing corporate value of the Company and the common
interest of its shareholders.
· The Independent Committee shall be authorized to request Directors, Audit & Supervisory
Board Members and employees of the Company as well as other persons as considerednecessary by the Committee for attendance to the Committee meeting, and to ask them toexplain the matters as required by the Committee for the purpose of collecting necessary
information.
· The Independent Committee shall be able to seek advice from independent third parties(including financial advisors, certified public accountants, attorneys, consultants, and otherexperts) at the cost of the Company.
· In the case of the Acquisition, etc. or others, each member of the Independent Committee
shall be able to call a Committee meeting at any time.
· In principle, resolution of the Independent Committee shall be made with the attendance of
all members of the Committee and by a majority thereof, provided, however, that if any
member of the Committee is unable to attend due to an accident or other unavoidable40

circumstance, resolution may be made with the attendance of a majority of the members,
and by a majority thereof.

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Appendix 2
Career Summary of the Independent Committee members
The Independent Committee comprises the following three members.
Hiromichi Tatsuno[Career summary]
Date of birth: November 1, 1948
April 1971
Joined The Industrial Bank of Japan, Limited
September 1981 Director of Tokyo Tatsuno Corporation
May 1984
Managing Director of Tokyo Tatsuno Corporation
May 1986
President of Tokyo Tatsuno Corporation
May 1996
President of Nippon Engineer Service Co., Ltd.
April 2012
President of Tatsuno Corporation (to Present)
Tetsuro Ito[Career Summary]
Date of birth: October 9, 1948
April 1972
Joined National Police Agency
January 2004
Chief of Community Safety Bureau of National Police
AgencyJanuary 2006
Superintendent General
May 2008
Deputy Chief Cabinet Secretary for Crisis
Management
April 2014
Visiting Professor of Institute of Industrial Science, theUniversity of Tokyo (to Present)
Hiroko Goto
[Career Summary]
Date of birth: November 1, 1958
April 1994
Assistant Professor of Faculty of Business
Administration of Fuji Junior University
April 2002
Assistant Professor of Faculty of Business
Administration of Tokyo Fuji University
April 2004
Professor of Specialized Law School of Chiba
University (to Present)(Note) Each member has no special interest in the Company.

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