This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damage
arising from the translation.
Securities code: 5408
June 9, 2023
(Date of commencement of measures for electronic provision: June 6, 2023)

To Shareholders with Voting Rights:
Kazuaki Hakomori
Representative Director and President
NAKAYAMA STEEL WORKS, LTD.
1-1-66 Funamachi, Taisho-ku,
Osaka-shi, Osaka, JapanNOTICE OF
THE 129TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 129th Annual General Meeting of Shareholders of NAKAYAMA STEELWORKS, LTD. (the “Company”) will be held as described below.
In convening this Annual General Meeting of Shareholders, the Company has taken measures for electronic
provision of materials for the general meeting of shareholders and posted the matters to be provided
electronically as the “Notice of the 129th Annual General Meeting of Shareholders” on the website on theinternet indicated below.
[The Company’s website]
https://www.nakayama-steel.co.jp/menu/investment/shareholders_meeting.html (in Japanese)
The matters to be provided electronically are also posted on the website on the internet indicated below.
Please access the Tokyo Stock Exchange website (TSE Listed Company Search) indicated below, enter“Nakayama Steel Works” in the “Issue name (company name)” field or the Company’s securities code “5408”
in the “Code” field and click “Search,” select “Basic information,” then “Documents for public inspection/PR
information,” and click “Click here for access” below [Notice of General Shareholders Meeting /Informational
Materials for a General Shareholders Meeting] to review the materials.
[Tokyo Stock Exchange website (TSE Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are unable to attend the meeting, you may exercise your voting rights in writing (voting rights exerciseform) or via electromagnetic means (the internet, etc.). Please review the Reference Materials for the General
Meeting of Shareholders, and exercise your voting rights by no later than 5:00 p.m. Japan time on Tuesday, June27, 2023, in accordance with the “Guide for exercising voting rights” on pages 3 and 4 (in Japanese only).

-1-1. Date and Time:

Wednesday, June 28, 2023 at 10:00 a.m. Japan time
(Reception starts at 9:00 a.m.)

2. Place:

Headquarters of the Company
1-1-66 Funamachi, Taisho-ku, Osaka-shi, Osaka, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements for theCompany’s 129th Fiscal Year (April 1, 2022 - March 31, 2023) and resultsof audits by the Accounting Auditor and the Audit and Supervisory
Committee of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 129th Fiscal Year
(April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Election of Ten (10) Directors (excluding Directors who are Audit andSupervisory Committee Members)
Proposal 3: Election of One (1) Director who is a Substitute Audit and Supervisory
Committee Member
Proposal 4: Determination of Remuneration for Granting Shares with Restrictions on
Transfer to Directors (excluding Directors who are Audit and Supervisory
Committee Members and Outside Directors)
Proposal 5: Continuation of the Appropriate Rules Concerning Large-Scale Purchases of theCompany’s Shares (Takeover Defense Measures)
End
Notice: For this General Meeting of Shareholders, regardless of whether a shareholder requested a paper copy ornot, the paper copy of the materials for the general meeting of shareholders has been sent to shareholders.
However, “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial
Statements” in the Consolidated Financial Statements and “Non-consolidated Statement of Changes in
Equity” and “Notes to Non-consolidated Financial Statements” in the Non-consolidated Financial
Statements are posted on the Company’s website (https://www.nakayama-steel.co.jp/)(in Japanese only)
on the internet, in accordance with provisions of laws and regulations as well as Article 15 of the Articles
of Incorporation of the Company, and therefore are not included in this Notice. Accordingly, theConsolidated Financial Statements and Non-consolidated Financial Statements included in this Notice arepart of the Consolidated Financial Statements and Non-consolidated Financial Statements audited by the
Audit and Supervisory Committee and the Accounting Auditor in preparing the Auditor’s Report and theIndependent Auditor’s Report, respectively.
 Any revisions to the matters provided electronically will be posted on each website on which the mattersto be provided electronically are posted(in Japanese only).

-2-

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

Appropriation of Surplus

The Company’s basic policy for appropriation of surplus is to realize stable dividends, while securing internal
reserves necessary to enhance its management base and financial position as well as to prepare for futurebusiness development.
Accordingly, the Company proposes a year-end dividend for the fiscal year under review as follows.
Matters concerning year-end dividend(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and the total amount thereof
22 yen per share of common stock of the Company
Total amount: 1,190,999,018 yen(3) Effective date of distribution of surplus
June 29, 2023

-3-

Proposal 2:

Election of Ten (10) Directors (excluding Directors who are Audit and Supervisory
Committee Members)

The terms of office of all seven (7) Directors (excluding Directors who are Audit and Supervisory
Committee Members) will expire at the conclusion of this Annual General Meeting of Shareholders.
Accordingly, the election of ten (10) Directors (excluding Directors who are Audit and Supervisory
Committee Members), including three (3) Outside Directors, is proposed, by increasing the number of
Directors by three (3) in order to further strengthen the management structure.
In submitting this proposal, the candidates for Directors (excluding Directors who are Audit andSupervisory Committee Members) have been determined after deliberation by the Remuneration and
Nomination Advisory Committee, an advisory body to the Board of Directors of the Company.
The candidates for Directors (excluding Directors who are Audit and Supervisory Committee Members)
are as follows.

No.

Name

Age

Gender1

Kazuaki Hakomori[Reappointment]

70

Male

2

Sachio Nakamura[Reappointment]

66

Male

3

Nobuhiko Naito[Reappointment]

64

Male

4

Masahiro Morikawa[Reappointment]

63

Male

5

Yasuharu Kadono[Reappointment]

63

Male

6

Mitsuaki Sakaguchi[New appointment]

54

Male

7

Yoshinobu Shibahara[New appointment]

57

Male

Current positions andresponsibilities at the Company
Representative Director andPresident;
Chairperson, the Board of
Directors;
Chairperson, the Remuneration and
Nomination Advisory Committee
Senior Managing Director;
Supervising Corporate Management
Division and General Affairs andHuman Resources Department
Senior Managing Director;
Supervising Sales, ProductDevelopment Division, Purchasing
Department, and Tokyo BranchManaging Director;
Supervising General Production
Administration, Steel
Manufacturing, and Rolling
DivisionManaging Director;
Senior General Manager, Building
Materials Division;
Supervising Engineering Division
Managing Executive Officer;
Senior General Manager, Corporate
Management Division
Executive Officer;
Senior General Manager, Sales
Division;
General Manager, Tokyo Sales
Department;
Deputy Senior General Manager,
Product Development Division
Outside Director;
Member, the Remuneration and
Nomination Advisory Committee
Outside Director;
Member, the Remuneration and
Nomination Advisory Committee

Attendanceat the Boardof Directors
meetings

17/17(100%)

17/17(100%)

17/17(100%)

17/17(100%)

13/13(100%)－/－－/－[Reappointment]
17/17[Outside]58
Male(100%)[Independent][Reappointment]
16/17
9[Outside]69
Male
Noboru Kitazawa(94%)[Independent][New appointment]
10[Outside]
61
FemaleSayuri Murakami－/－[Independent]
Notes: 1. The age of each candidate is as of this Annual General Meeting of Shareholders.
2. The number of Board of Directors meetings indicated for Mr. Yasuharu Kadono is the number of Board of Directors
meetings held after his assumption of office on June 28, 2022.
8

Masahiro Nakatsukasa

-4-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1980
Sep. 1999
Jun. 2005

1

Number ofshares of theCompany held

Joined the Company
General Manager, Rolling Department No. 2
Director; General Manager, Production Technology
Department; in charge of Business Strategy
Apr. 2009
Director; in charge of Business Strategy, Quality
Kazuaki Hakomori
Management, Product Development, and Steel(February 8, 1953)
Bars and Wire Rods
(Age 70)
Feb. 2011
Director; Senior General Manager, Sales Division;in charge of Product Development[Reappointment]
Nov. 2012
Director; in charge of Sales and Amorphous
7,600
Jun. 2013
Senior Managing Director; supervising Sales,[Attendance at thePurchasing, Manufacturing, Safety and Disaster
Board of Directors
Prevention Environment Department, andmeetings]
Engineering; General Manager, Management
17/17 (100%)
Support OfficeJun. 2016
Senior Managing Director; supervising Sales,
Purchasing, Manufacturing, and Engineering
Division
Jun. 2017
Representative Director and President (to thepresent)[Reason for nomination as a candidate for Director (excluding Director who is an Audit and Supervisory
Committee Member)]After joining the Company, Mr. Kazuaki Hakomori was involved mainly in the rolling department, and is wellversed in such area. Since his appointment as a Director of the Company, he has been responsible for major
departments, such as manufacturing, sales, and purchasing. Therefore, we believe that he will be able to continue
to reflect his wealth of knowledge and experience regarding the Company’s business as a whole as well as his
insight in corporate management in the Company’s management.

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1979

2

Number ofshares of theCompany held

Joined The Sanwa Bank, Ltd. (currently MUFG
Bank, Ltd.)
Apr. 2001
Branch Manager, Tanimachi Branch, MUFG Bank,
Ltd.
Mar. 2003
General Manager, Public Relations Division, UFJ
Holdings (currently Mitsubishi UFJ Financial
Group, Inc.); General Manager, Public Relations
Division, UFJ Bank Limited (currently MUFG
Bank, Ltd.)
Oct. 2004
General Manager, Tokyo Corporate Banking
Division No. 2, UFJ Bank Limited (currently
MUFG Bank, Ltd.)
Jan. 2006
General Manager, Corporate Banking Division No.
4, Corporate Banking Group No. 1, The Bank ofTokyo-Mitsubishi, Ltd. (currently MUFG Bank,
Sachio Nakamura
Ltd.)(February 22, 1957) Feb. 2007
General Manager, Public Corporate Division, The(Age 66)
Bank of Tokyo-Mitsubishi, Ltd.
Jun. 2009
Representative Director and Vice President,[Reappointment]
Mitsubishi UFJ Staff Service Co., Ltd. (currently
3,600
Mitsubishi UFJ Jinji Service Co., Ltd.)[Attendance at theJul. 2011
Representative Director and President, MUT
Board of Directors
Business Outsourcing Co., Ltd.
meetings]
Jun. 2013
Managing Director; supervising Administration
17/17 (100%)
Department, the Company
Jun. 2016
Senior Managing Director; supervising General
Affairs, Corporate Planning, and Accounting
Division
Apr. 2020
Senior Managing Director; supervising Safety andDisaster Prevention Environment Department,
General Affairs and Human Resources Department,
Systems Department, and Corporate Management
Division
Apr. 2021
Senior Managing Director; supervising Corporate
Management Division, General Affairs and Human
Resources Department, and Systems Department
Apr. 2023
Senior Managing Director; supervising Corporate
Management Division, General Affairs and Human
Resources Department, and Systems Department(to the present)[Reason for nomination as a candidate for Director (excluding Director who is an Audit and Supervisory
Committee Member)]Mr. Sachio Nakamura has a wide range of experience and deep insight accumulated over many years mainly atfinancial institutions. Since his appointment as a Director of the Company, he has been responsible foradministration departments, including general affairs, corporate planning, and accounting. Therefore, we believethat he will be able to reflect his wealth of experience and deep insight in the Company’s management.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1982
Dec. 2007

3

Number ofshares of theCompany held

Joined the Company
General Manager, Steel Bars and Wire Rods Sales
Department, Sales DivisionJun. 2013
Executive Officer; Senior General Manager,
Purchasing Division; General Manager, Iron
Source Procurement Department
Jun. 2014
Executive Officer; Senior General Manager,
Purchasing DivisionNobuhiko Naito
May 2015
Executive Officer; Senior General Manager, Sales(July 7, 1958)
Division(Age 64)
Jun. 2017
Director; supervising Sales, Purchasing Division,and Tokyo Branch; Senior General Manager, Sales[Reappointment]
2,800
Division
May 2018
Director; supervising Sales, Purchasing Division,[Attendance at theand Tokyo Branch
Board of Directors
Apr. 2020
Director; supervising Sales Division, Purchasing
meetings]
Department, and Tokyo Branch
17/17 (100%)
Jun. 2020
Managing Director; supervising Sales Division,
Purchasing Department, and Tokyo Branch
Apr. 2022
Managing Director; supervising Sales, ProductDevelopment Division, Purchasing Department,
and Tokyo Branch
Jun. 2022
Senior Managing Director; supervising Sales,
Product Development Division, Purchasing
Department, and Tokyo Branch (to the present)[Reason for nomination as a candidate for Director (excluding Director who is an Audit and Supervisory
Committee Member)]After joining the Company, Mr. Nobuhiko Naito was involved mainly in sales and purchasing departments, andis well versed in such areas. Since his appointment as a Director of the Company, he has been responsible forsales, purchasing, and product development departments. Therefore, we believe that he will be able to continue
to reflect his wealth of experience and achievements in the Company’s management.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1983
Apr. 2007
Jun. 2013

4

Number ofshares of theCompany held

Joined the Company
General Manager, Steel Manufacturing Factory
General Manager, Production Technology
Department, General Production Administration
Division
May 2015
Senior General Manager, General Production
Administration Division; General Manager,
Production Technology Department
Masahiro Morikawa Jun. 2016
Executive Officer; Senior General Manager,(June 17, 1960)
General Production Administration Division(Age 63)
May 2018
Executive Officer; supervising General Production
Administration, Manufacturing, and Engineering[Reappointment]
Division
5,000
Jun. 2018
Director; supervising General Production[Attendance at theAdministration, Manufacturing, and Engineering
Board of Directors
Division
meetings]
Jun. 2021
Managing Director; supervising General
17/17 (100%)
Production Administration, Manufacturing, andEngineering DivisionFeb. 2022
Managing Director; supervising General
Administration, Manufacturing, Engineering
Division, and Steel Manufacturing Process Reform
Review Group
Apr. 2023
Managing Director; supervising General
Production Administration, Steel Manufacturing,and Rolling Division (to the present)[Reason for nomination as a candidate for Director (excluding Director who is an Audit and Supervisory
Committee Member)]After joining the Company, Mr. Masahiro Morikawa was involved mainly in steel manufacturing and production
technology departments, and is well versed in such areas. Since his appointment as a Director of the Company,
he has been responsible for the production technology, manufacturing, environmental energy, and engineering
departments. Therefore, we believe that he will be able to continue to reflect his wealth of experience andachievements in the Company’s management.

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1982
Oct. 2002
Jun. 2005

5

6

Number ofshares of theCompany held

Joined the Company
General Manager, Hot Rolling Factory
General Manager, Galvanizing Plant and Steel
Plates FactoryDec. 2006
General Manager, Hot Rolling FactoryJun. 2013
Executive Officer; Senior General Manager,
Manufacturing DivisionJun. 2017
Director; supervising Manufacturing andYasuharu Kadono
Engineering Division; Senior General Manager,(February 9, 1960)
Manufacturing Division(Age 63)
Jun. 2018
Director, Senior General Manager, Manufacturing
Division, NAKAYAMA MITSUBOSHI STEEL[Reappointment]
PRODUCTS. LTD. (currently NAKAYAMA
2,200
STEEL WORKS, LTD.)[Attendance at theJun. 2020
Managing Director; Senior General Manager,
Board of Directors
Manufacturing Division, NAKAYAMA
meetings]
MITSUBOSHI STEEL PRODUCTS. LTD.
13/13 (100%)
Apr. 2022
Managing Executive Officer; Senior General
Manager, Building Materials Division,
NAKAYAMA STEEL WORKS, LTD.
Jun. 2022
Managing Director; Senior General Manager,
Building Materials Division, the Company
Apr. 2023
Managing Director; Senior General Manager,
Building Materials Division; supervising
Engineering Division, the Company (to thepresent)[Reason for nomination as a candidate for Director (excluding Director who is an Audit and Supervisory
Committee Member)]After joining the Company, Mr. Yasuharu Kadono was involved mainly in the rolling department, and is wellversed in such area. Since his appointment as a Director of the Company, he has been responsible for the Building
Materials Division as a chief of business execution of the manufacturing department in the secondary processing
field. Therefore, we believe that he will be able to continue to reflect his wealth of experience and achievementsin the Company’s management.
Apr. 1991
Joined the Company
Nov. 2012
General Manager, Accounting Department
Jun. 2013
Senior General Manager, Corporate Management
Mitsuaki Sakaguchi
Division(October 20, 1968)
Jun. 2016
Senior General Manager, Accounting Division(Age 54)
Jun. 2018
Executive Officer; Senior General Manager,
200
Accounting Division[New appointment]
Apr. 2020
Executive Officer; Senior General Manager,
Corporate Management Division
Apr. 2022
Managing Executive Officer; Senior General
Manager, Corporate Management Division (to thepresent)[Reason for nomination as a candidate for Director (excluding Director who is an Audit and Supervisory
Committee Member)]After joining the Company, Mr. Mitsuaki Sakaguchi was involved mainly in planning, accounting, and generalaffairs departments, and is well versed in such areas. Since his appointment as an Executive Officer of theCompany, he has been responsible for planning and accounting departments. Therefore, we believe that he will
be able to continue to reflect his wealth of experience and achievements in the Company’s management.

-9-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1989
May 2015
May 2018

7

Number ofshares of theCompany held

Joined the Company
General Manager, Sales Department
Senior General Manager, Sales Division; General
Manager, Sales Department
Yoshinobu Shibahara Apr. 2020
Executive Officer; Senior General Manager, Sales(December 20, 1965)
Division; General Manager, Sales Department(Age 57)
Apr. 2022
Executive Officer; Senior General Manager, Sales
200
Division; General Manager, Sales Planning[New appointment]
Department; Deputy Senior General Manager,
Product Development Division
Apr. 2023
Executive Officer; Senior General Manager, Sales
Division; General Manager, Tokyo Sales
Department; Deputy Senior General Manager,
Product Development Division[Reason for nomination as a candidate for Director (excluding Director who is an Audit and Supervisory
Committee Member)]After joining the Company, Mr. Yoshinobu Shibahara was involved mainly in the sales department, and is wellversed in such area. Since his appointment as an Executive Officer of the Company, he has been responsible forsales and product development departments. Therefore, we believe that he will be able to continue to reflect his
wealth of experience and achievements in the Company’s management.

- 10 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1994

Aug. 2005
Apr. 2006
Jun. 2006
Jul. 2012
Apr. 2015
Jun. 2015
Masahiro Nakatsukasa Jun. 2015
(January 17, 1965)(Age 58)
Jun. 2016[Reappointment][Outside][Independent]

8[Attendance at theBoard of Directors
meetings]
17/17 (100%)

Jun. 2016

Jun. 2016
Jun. 2018
Jun. 2022

Admitted to the Bar; Member of Osaka Bar
Association;
Joined Chuo Sogo Law Office (currently Chuo
Sogo Law Office, P. C.)
Served at Kirkland & Ellis LLP, U.S.A
Admitted to the New York State Bar, U.S.A.
Outside Audit & Supervisory Board Member,
Asaka Industrial Co., Ltd.
Representative Partner, Chuo Sogo Law Office, P.
C. (to the present)
Vice Chairman, Osaka Bar Association
Outside Audit & Supervisory Board Member,
ARAKAWA CHEMICAL INDUSTRIES, LTD.
Outside Audit & Supervisory Board Member,
NIPPON DENTSU Co., Ltd.
Outside Director who is an Audit and Supervisory
Committee Member, Asaka Industrial Co., Ltd. (tothe present)
Outside Director who is an Audit and Supervisory
Committee Member, ARAKAWA CHEMICALINDUSTRIES, LTD. (to the present)
Outside Director, the Company (to the present)
Outside Audit & Supervisory Board Member, JSH
Co., Ltd. (to the present)
Outside Director, Osaka Mazda Motor Corporation(to the present)

Number ofshares of theCompany held

0

[Significant concurrent positions]Representative Partner, Chuo Sogo Law Office, P.
C.
Outside Director who is an Audit and Supervisory
Committee Member, Asaka Industrial Co., Ltd.
Outside Director who is an Audit and Supervisory
Committee Member, ARAKAWA CHEMICALINDUSTRIES, LTD.
Outside Audit & Supervisory Board Member, JSH
Co., Ltd.
Outside Director, Osaka Mazda Motor Corporation[Reason for nomination as a candidate for Outside Director (excluding Director who is an Audit and Supervisory
Committee Member) and overview of expected roles]
Mr. Masahiro Nakatsukasa has a wide range of experience and insight as an attorney specializing in corporate
legal affairs. Although he has never been involved in corporate management other than as an outside officer, he
has served as an Outside Director of the Company for seven (7) years and has provided opinions on the nature ofcompany-wide risk management by leveraging his wealth of experience and deep insight. In addition, he has
provided advice and recommendations to the Company’s management from an independent standpoint, such as
by actively expressing his opinions as a member of the Company’s voluntary Remuneration and Nomination
Advisory Committee, thereby playing an appropriate role in enhancing the supervisory functions of the Board of
Directors. Based on these achievements, in addition to executing his duties as an Outside Director, we believethat he will be able to ensure fair management that is in compliance with laws and regulations and social norms,
and further enhance the Company’s governance.

- 11 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1976
Jun. 2003

Noboru Kitazawa(January 19, 1954)(Age 69)[Reappointment][Outside][Independent]

Jun. 2005
Jun. 2008
Jun. 2010
Jun. 20149[Attendance at theBoard of Directors
meetings]
16/17 (94%)

Jun. 2018
Jun. 2019

Joined Mitsui O.S.K. Lines, Ltd.
General Manager, Liner Business Division; Group
Leader, Strategy Planning Group, Liner Business
Division, Mitsui O.S.K. Lines, Ltd.
Executive Officer, Mitsui O.S.K. Lines, Ltd.
Managing Executive Officer, Mitsui O.S.K. Lines,
Ltd.
Representative Director and President, Executive
Officer, MOL Kosan Co., Ltd.
Representative Director and President, Utoc
Corporation
Adviser, Utoc Corporation
Outside Director, the Company (to the present)

Number ofshares of theCompany held

0

[Significant concurrent positions]Not applicable[Reason for nomination as a candidate for Outside Director (excluding Director who is an Audit and Supervisory
Committee Member) and overview of expected roles]
Mr. Noboru Kitazawa has a wealth of experience and deep insight in all aspects of management accumulated at
Mitsui O.S.K. Lines, Ltd. and Utoc Corporation. He has served as an Outside Director of the Company for four(4) years and has provided opinions on important decisions of the Company’s management by leveraging his
experience and insight. In addition, he has provided advice and recommendations to the Company’s managementfrom an independent standpoint, such as by actively expressing his opinions as a member of the Company’s
voluntary Remuneration and Nomination Advisory Committee, thereby playing an appropriate role in enhancing
the supervisory functions of the Board of Directors. Based on these achievements, we believe that he will beable to provide appropriate advice and recommendations on the Company’s management and governance asan Outside Director.

- 12 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1984
Mar. 2009
Mar. 2013
Mar. 2015
Mar. 2017
Mar. 2019

Sayuri Murakami(August 2, 1961)(Age 61)

Mar. 2022
Jun. 2022[New appointment][Outside][Independent]
10

Apr. 2023

Number ofshares of theCompany held

Joined The Kobe Shimbun
General Manager, Economics Department,
Editorial Bureau, The Kobe Shimbun
Deputy General Manager, Regional ResearchInstitute, The Kobe Shimbun
Vice Chairman, Editorial Board, The Kobe
ShimbunGeneral Manager, Tokyo Branch Office
Executive Officer and Representative, Himeji Head
Office, The Kobe Shimbun
Advisor to the Editorial Bureau, The Kobe
ShimbunCoordinator, Public Relations and Endowment
Division, Strategic Planning Office; Regional
Partnership Advisory Fellow (faculty member),
Office for Promoting Regional Partnership, Kobe
University (to the present)
Member of the Management Council, University of
Hyogo (to the present)

0[Significant concurrent positions]
Coordinator, Public Relations and Endowment
Division, Strategic Planning Office; Regional
Partnership Advisory Fellow (faculty member),
Office for Promoting Regional Partnership, Kobe
University
Member of the Management Council, University of
Hyogo[Reason for nomination as a candidate for Outside Director (excluding Director who is an Audit and Supervisory
Committee Member) and overview of expected roles]
Ms. Sayuri Murakami has a wealth of experience and insight in journalism accumulated at The Kobe Shimbun.
She also has experience and insight in corporate management accumulated as an Executive Officer of The Kobe
Shimbun. Based on these achievements, we believe that she will be able to provide appropriate advice andrecommendations on the Company’s management and governance from an independent standpoint as an
Outside Director.
Notes:

1. There are no special interests between each candidate and the Company.
2. Messrs. Kazuaki Hakomori, Sachio Nakamura, Nobuhiko Naito, Masahiro Morikawa, Yasuharu Kadono,
Mitsuaki Sakaguchi, and Yoshinobu Shibahara satisfy the criteria for selecting Directors (excluding
Directors who are Audit and Supervisory Committee Members) established by the Company (see page
39 in Japanese version).
3. Messrs. Masahiro Nakatsukasa and Noboru Kitazawa and Ms. Sayuri Murakami satisfy the criteria for
selecting Outside Directors (excluding Audit and Supervisory Committee Members) established by theCompany (see page 40 in Japanese version) and the criteria for independence of Outside Officers (seepage 40 in Japanese version).
4. Messrs. Masahiro Nakatsukasa and Noboru Kitazawa and Ms. Sayuri Murakami are candidates for
Outside Directors. The Company has registered Messrs. Masahiro Nakatsukasa and Noboru Kitazawa as
independent officers with the Tokyo Stock Exchange (TSE) and will continue to designate them as such
if their reappointment is approved. If election of Ms. Sayuri Murakami is approved, the Company intends
to designate her as an independent officer.
5. The term of office of Mr. Masahiro Nakatsukasa as an Outside Director of the Company will be seven (7)years at the conclusion of this Annual General Meeting of Shareholders.
The term of office of Mr. Noboru Kitazawa as an Outside Director of the Company will be four (4) years
at the conclusion of this Annual General Meeting of Shareholders.
6. The Company has entered into an advisory agreement with Chuo Sogo Law Office, P. C. where Mr.
Masahiro Nakatsukasa serves as a representative partner. However, the Company’s payment of fees to- 13 -

the said law office is negligible and the Company has no other special relationship with the said law
office.
7. Pursuant to provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into
agreements with Messrs. Masahiro Nakatsukasa and Noboru Kitazawa to limit their liability for damage
under Article 423, Paragraph 1 of the said Act to the amount stipulated by laws and regulations. If
appointment of Messrs. Masahiro Nakatsukasa and Noboru Kitazawa and of Ms. Sayuri Murakami(reappointment in the case of Messrs. Masahiro Nakatsukasa and Noboru Kitazawa) is approved, theCompany intends to continue the agreements with the same content as above with them.
8. The Company has entered into a directors and officers liability insurance contract with an insurancecompany as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The said insurance contract
covers damage that may arise when the insureds assume liability for the execution of their duties or
receive a claim for the pursuit of such liability. Each candidate will be insured under the said insurance
contract. The Company intends to renew the contract with the same content at the next renewal.
9. Regarding Ms. Sayuri Murakami, Sayuri Murakami is her professional name and her name in the family
register is Sayuri Ozaki.

- 14 -

[Reference] Expertise and experience of the candidates for Directors

Name

Remuneration
Expertise and ExperienceandSustainability
Outside Nomination
Committee
Legal
Advisory
Corporate
ESG
Manufacturing Human Resources
Finance
Sales
Risk
Purchasing
Committee
Management Sustainability Technology
Labor
Accounting Marketing
Management

Kazuaki
Hakomori●●●

SachioNakamura●●●

Nobuhiko
Naito

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MasahiroMorikawa

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Yasuharu
Kadono●●●●Mitsuaki
Sakaguchi●●●

Yoshinobu
Shibahara

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Masahiro
Nakatsukasa

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NoboruKitazawa

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Sayuri
Murakami

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- 15 -●

Proposal 3:

Election of One (1) Director who is a Substitute Audit and Supervisory Committee Member

To prepare for cases where the number of Directors who are Audit and Supervisory Committee Members
falls below the number stipulated by laws and regulations, the election of one (1) Director who is a
substitute Audit and Supervisory Committee Member is proposed.
The consent of the Audit and Supervisory Committee has been obtained for the submission of this
proposal, following deliberations by the Remuneration and Nomination Advisory Committee, an advisory
body to the Board of Directors of the Company.
The candidate for Director who is a substitute Audit and Supervisory Committee Member is as follows.
Name(Date of birth)

Kazuto Takahashi(October 8, 1963)(Age 59)[Outside][Independent]

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1997
Aug. 2016
Apr. 1987
Jul. 1988
Oct. 1993
Aug. 2007
Jul. 2016
Jun. 2017

Registered as a certified public accountant
Registered as a certified tax accountant
Joined Hachioji Sogo Co., Ltd.
Joined Hachioji City Hall
Joined Chuo Audit Corporation
Joined KPMG AZSA LLC
Established Kazuto Takahashi CPA Office (to thepresent)
Outside Audit & Supervisory Board Member, The
Sumitomo Warehouse Co., Ltd. (to the present)

Number ofshares of theCompany held

0

[Significant concurrent positions]Representative, Kazuto Takahashi CPA OfficeOutside Audit & Supervisory Board Member, The
Sumitomo Warehouse Co., Ltd.
[Reason for nomination as a candidate for Outside Director who is a substitute Audit and Supervisory Committee
Member and overview of expected roles]
Mr. Kazuto Takahashi has been engaged in corporate auditing services as a certified public accountant and tax
accountant over many years, and has a wealth of experience and insight as an Outside Audit & Supervisory Board
Member at audit corporations and companies. Based on the above, he is expected to provide us with useful
opinions and guidance on the Company’s management from an objective and professional perspective. Therefore,
as an Outside Director who is an Audit and Supervisory Committee Member, we believe that he is an appropriate
person to audit the business execution of the Company that aims to sustainably enhance its corporate value.
Notes:

1. There are no special interests between the candidate and the Company.
2. Mr. Kazuto Takahashi satisfies the criteria for selecting Outside Audit and Supervisory Committee
Members established by the Company (see page 40 in Japanese version) and the criteria for independenceof Outside Officers (see page 40 in Japanese version).
3. If Mr. Kazuto Takahashi assumes office as an Outside Director who is an Audit and Supervisory
Committee Member, the Company will designate him as an independent officer in accordance with therules of the Tokyo Stock Exchange (TSE) and register him as such with the TSE.
4. If Mr. Kazuto Takahashi assumes office as an Outside Director who is an Audit and Supervisory
Committee Member, pursuant to provisions of Article 427, Paragraph 1 of the Companies Act, theCompany will enter into an agreement with him to limit his liability for damage under Articles 423,
Paragraph 1 of the said Act to the amount stipulated by laws and regulations.
5. If Mr. Kazuto Takahashi assumes office as an Outside Director who is an Audit and Supervisory
Committee Member, the Company will enter into a directors and officers liability insurance contract withan insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The said
insurance contract covers damage that may arise when the insured assumes liability for the execution of
his duties or receive a claim for the pursuit of such liability. The candidate will be insured under the said
insurance contract.

- 16 -

Proposal 4:

Determination of Remuneration for Granting Shares with Restrictions on Transfer to
Directors (excluding Directors who are Audit and Supervisory Committee Members andOutside Directors)

With regard to the amount of remuneration for the Company’s Directors (excluding Directors who are
Audit and Supervisory Committee Members), approval was secured at the 128th Annual General Meetingof Shareholders held on June 28, 2022 for the amount of remuneration to be no more than 300 million yen
annually (no more than 50 million yen annually for Outside Directors; excluding employee salaries of
Directors who also serve as employees).
As part of a review of its executive remuneration system, for the purpose of providing the Company’s
Directors (excluding Directors who are Audit and Supervisory Committee Members and Outside Directors;
hereinafter “Eligible Directors”) with incentives for achieving sustainable enhancement of the Company’s
corporate value, as well as promoting further sharing of the value with shareholders, the Company proposes
to provide the Eligible Directors with remuneration for granting shares with restrictions on transfer,separately from the above-mentioned remuneration.
The remuneration to be provided to the Eligible Directors for granting shares with restrictions on transfer
under this proposal shall be monetary claims, the total amount of which shall not exceed 45 million yen
per year (excluding, however, the employee salaries of Directors who also serve as employees). The Boardof Directors shall determine the specific timing and allocation of payments to each Eligible Director.
The current number of Directors (excluding Directors who are Audit and Supervisory Committee
Members) is seven (7) (including two (2) Outside Directors). If Proposal 2: Election of Ten (10) Directors(excluding Directors who are Audit and Supervisory Committee Members), is approved as proposed, thenumber of Directors (excluding Directors who are Audit and Supervisory Committee Members) will beten (10) (including three (3) Outside Directors).
The Eligible Directors will pay in the whole amount of the monetary claims to be provided under this
proposal, based on a resolution of the Company’s Board of Directors, as property contributed in kind andreceive shares of common stock of the Company to be issued or disposed of by the Company. The total
number of shares of common stock of the Company issued or disposed of by the Company in this way will
be up to 150,000 shares per year (provided, however, if shares of the common stock of the Company
undergo share split (including gratis allotment of shares of common stock of the Company), shareconsolidation, or other cause necessitating adjustment to the total number of shares of common stock of
the Company to be issued or disposed of as shares with restrictions on transfer, on or after the date of theapproval and passing of this proposal, the total number shall be adjusted within a reasonable range).
The amount to be paid in per share will be determined by the Board of Directors, based on the closing
price of the shares of common stock of the Company on the Tokyo Stock Exchange on the last business
day before the date of the resolution of the Board of Directors (if there is no trading on that date, the closing
price on the last trading day of the Company’s shares preceding that date) within a range that is notparticularly favorable to the Eligible Directors receiving such shares of common stock. Moreover, theissuance or disposal of shares of common stock of the Company and the provision of monetary claims as
property contributed in kind through this transaction shall be subject to the execution of an agreement forallotment of shares with restrictions on transfer (hereinafter the “Allotment Agreement”) between the
Company and each Eligible Director, which shall include the following details. Furthermore, the maximum
amount of remuneration, the total number of shares of common stock of the Company to be issued or
disposed of, and other terms and conditions for the granting of shares with restrictions on transfer to
Eligible Directors under this proposal shall be determined in accordance with the aforementioned purposes,
the Company's business conditions, the Company’s Policy for Determination of the Details of Individual
Directors’ Remuneration, etc. (if this proposal is approved, the Company plans to change the policy
described on pages 56-57 (in Japanese version) to the contents described in [Reference] so that it will beconsistent with the contents to be approved by the shareholders.), and various other circumstances and theCompany believes that this proposal is therefore appropriate.

- 17 -

[Summary of the Allotment Agreement](1) Transfer restriction period
Eligible Directors shall not transfer, pledge, or otherwise dispose of (hereinafter “Transfer Restrictions”)
shares of common stock of the Company allotted to them under the Allotment Agreement (hereinafter“Allotted Shares”) for the period from the date on which the shares were allotted to the date they resign orretire from the positions predetermined by the Company’s Board of Directors among the positions ofofficers and employees of the Company (hereinafter the “Transfer Restriction Period”).
(2) Treatment at the time of resignation or retirement
In the event that an Eligible Director resigns or retires from the positions predetermined by the Company’s
Board of Directors among the positions of officers and employees of the Company prior to the expirationof the period predetermined by the Company’s Board of Directors (hereinafter the “Service Period”), theCompany shall naturally acquire the Allotted Shares without consideration, unless there is a justifiablereason for such resignation or retirement, including but not limited to the expiration of his/her term ofoffice and death.
(3) Lifting of the restrictions on transfer
The Company shall lift the restrictions on transfer of all of the Allotted Shares upon the expiration of the
Restriction Period, provided that the Eligible Director has continuously held the positions predeterminedby the Company’s Board of Directors among the positions of officers and employees of the Company
during the Service Period. However, in the event that (i) an Eligible Director resigns or retires from thepositions predetermined by the Company’s Board of Directors among the positions of officers andemployees of the Company prior to the expiration of the Service Period for justifiable reasons, or (ii) an
Eligible Director resigns or retires from the positions predetermined by the Company’s Board of Directors
among the positions of officers and employees of the Company prior to the expiration of the Transfer
Restriction Period for reasons other than justifiable reasons after the expiration of the Service Period, thenumber of the Allotted Shares for which the Transfer Restrictions shall be lifted and the timing of thelifting of the Transfer Restrictions shall be reasonably adjusted as necessary. Moreover, the Company shallnaturally acquire the Allotted Shares for which the Transfer Restrictions have not yet been lifted without
consideration immediately after the Transfer Restrictions are lifted in accordance with the above provisions.
(4) Treatment in the case of reorganization, etc.
Notwithstanding the provisions of (1) above, if, during the Transfer Restriction Period, a merger agreement
under which the Company is a disappearing company, a share exchange agreement or share transfer planor any other matters related to reorganization, etc. under which the Company becomes a wholly owned
subsidiary, is approved at a General Meeting of Shareholders of the Company (however, by the Board of
Directors of the Company, if such reorganization, etc. does not require approval at a General Meeting of
Shareholders of the Company), the Company shall, by a resolution of the Company’s Board of Directors,
lift the Transfer Restrictions on the Allotted Shares for a number of such shares that is reasonably
determined based on the period from the commencement date of the Restriction Period to the date of
approval of such reorganization, etc., prior to the effective date of such reorganization, etc. Moreover, inthe cases set forth above, the Company shall naturally acquire the Allotted Shares for which the Transfer
Restrictions have not yet been lifted without consideration immediately after the Transfer Restrictions arelifted.
(5) Other matters
Other matters concerning the Allotment Agreement shall be determined by the Company’s Board of
Directors.

- 18 -

[Reference] Policy for Determination of the Details of Individual Directors’ Remuneration, etc.
The Company’s Policy for Determination of the Details of Individual Directors’ Remuneration, etc., whichis to replace the current policy if this proposal is approved, is as follows:(1) Basic principles
In determining the Company’s officer remuneration, the Company resolved the Policy for Determinationof the Details of Individual Directors’ Remuneration, etc. at the Board of Directors meeting held on March
31, 2017, with the following (i) through (iii) below as its basic principles.
(i)
Clarify the roles and responsibilities of each officer from a medium- to long-term perspective,and ensure that the level of remuneration is appropriate for the fulfilment of such roles andresponsibilities.
(ii)
Maximize the earnings of the Group as a whole in consolidated management.
(iii) Ensure objectivity and transparency through deliberations by the Remuneration and Nomination
Advisory Committee, the majority of which are Outside Directors.
Remuneration for Directors (excluding Audit and Supervisory Committee Members and Outside
Directors) consists of fixed remuneration and performance-linked variable remuneration.
(2) Policy for determination of the amount of monetary remuneration for individual Directors (excluding
Directors who are Audit and Supervisory Committee Members and Outside Directors), the timing ofprovision, and the terms and conditions thereofRemuneration for Directors (excluding Audit and Supervisory Committee Members and Outside Directors)
consists of fixed remuneration and performance-linked variable remuneration.
Variable remuneration consists of remuneration linked to officer evaluations based on individual officer
evaluations using management by objective sheets and Group performance-linked remuneration based on
the degree of achievement of the consolidated management plan, with a composition ratio of 50% for each.
The evaluation items for the officer evaluation-linked remuneration consist of common items for all
Directors (excluding Directors who are Audit and Supervisory Committee Members and Outside Directors)
and individual items (special assignments + responsibilities) according to the responsibilities of individual
Directors (excluding Directors who are Audit and Supervisory Committee Members and Outside Directors).
The common items for Directors are the degree of achievement of consolidated ordinary profit against theannual plan, the degree of achievement against the financial targets of the medium-term management plan(consolidated ordinary profit, consolidated capital expenditures, consolidated net D/E ratio, consolidated
ROE, and dividend payout ratio), and the level of stock price (in relation to TOPIX). Special assignments
and responsibilities are determined at the beginning of each fiscal year by individual Directors (excluding
Directors who are Audit and Supervisory Committee Members and Outside Directors) in consultation with
the President. For the special assignments, key measures for the medium-term management plan and froma medium- to long-term perspective are selected. The responsibilities are selected from among the key
measures of the PDCA cycles of the divisions of which the Directors are in charge.
The selection of performance indicators is based on the degree of achievement of the medium-term andshort-term management plans and key measures, and the selection of the special assignments and the
responsibilities is for the purpose of linking remuneration with business performance.
The specific timing of provision to and the amount of monetary remuneration for Directors (excluding
Directors who are Audit and Supervisory Committee Members and Outside Directors) are determined byresolution of the Board of Directors after deliberation by the Remuneration and Nomination Advisory
Committee and reporting to the Board of Directors.
(3) Policy for determination of the details of non-monetary remuneration for individual Directors(excluding Directors who are Audit and Supervisory Committee Members and Outside Directors), theamount, and the method for calculating the number of such remuneration, the timing of provision ofsuch remuneration, and the terms and conditions thereof
Of remuneration, etc. for Directors (excluding Directors who are Audit and Supervisory Committee
Members), non-monetary remuneration shall be shares with Transfer Restrictions. The total amount ofmonetary claims to be provided to Directors (excluding Directors who are Audit and Supervisory- 19 -

Committee Members and Outside Directors) for granting shares with Transfer Restrictions shall not exceed
45 million yen annually (excluding employee salaries of Directors who are also employees) and the total
number of shares of common stock to be newly issued or disposed of by the Company shall not exceed
150,000 shares annually (provided, however, if shares of common stock undergo share split (including
gratis allotment) or share consolidation, or other cause necessitating adjustment to the total number ofshares of common stock of the Company to be issued or disposed of as shares with Transfer Restrictions,the total number shall be adjusted within a reasonable range). The specific timing of granting to Directors(excluding Directors who are Audit and Supervisory Committee Members and Outside Directors) andallocation are determined by resolution of the Board of Directors after deliberation by the Remuneration
and Nomination Advisory Committee and reporting to the Board of Directors.
(4) Policy for determination of the ratio of the amount of monetary remuneration or the amount of nonmonetary remuneration to the amount of remuneration, etc. of individual Directors (excluding Directors
who are Audit and Supervisory Committee Members and Outside Directors)
The ratios of monetary remuneration and non-monetary remuneration are determined by resolution of theBoard of Directors after deliberation by the Remuneration and Nomination Advisory Committee andreporting to the Board of Directors.
(5) Method of determining the amount of remuneration for individual Directors (excluding Directors who
are Audit and Supervisory Committee Members and Outside Directors)
The amount of remuneration for and the allocation of non-monetary remuneration to individual Directors(excluding Directors who are Audit and Supervisory Committee Members and Outside Directors) aredetermined by resolution of the Board of Directors after deliberation by the Remuneration and Nomination
Advisory Committee and reporting to the Board of Directors.
End- 20 -

Proposal 5:

Continuation of the Appropriate Rules Concerning Large-Scale Purchases of theCompany’s Shares (Takeover Defense Measures)

At the Company’s 114th Annual General Meeting of Shareholders held on June 27, 2008, the Company
secured approval of shareholders for the “Introduction of Appropriate Rules Concerning Large-Scale
Purchases of the Company’s Shares (Takeover Defense Measures)” in accordance with provisions ofArticle 17 of the Company’s Articles of Incorporation by a majority vote, and decided to introduce suchrules.
At the Company’s 117th Annual General Meeting of Shareholders held on June 29, 2011, the Company
secured approval for the continuation of the rules with partial amendments but with substantially the samecontents. Moreover, at the Company’s 120th Annual General Meeting of Shareholders held on June 26,
2014, the Company secured the continuation of the rules with the same contents.
Furthermore, at the 123rd Annual General Meeting of Shareholders held on June 27, 2017, the Company
secured approval for the continuation of the rules with partial amendments, namely, (1) to add Outside
Directors as members of the Independent Committee in addition to Outside Audit & Supervisory Board
Members and outside experts, (2) to disclose the names of members of the Independent Committee, and(3) to introduce a mechanism to confirm shareholders’ intentions concerning whether to trigger thecountermeasures.
Subsequently, at the 126th Annual General Meeting of Shareholders held on June 26, 2020, the Company
secured approval for the continuation of the rules with substantially the same content, although the namesof the members of the Independent Committee were changed (the rules currently applied are hereinafterreferred to as the “Current Plan”).
The Company has been reviewing the Current Plan, including whether to continue it or not, from theperspective of enhancing corporate value and enhancing the common interests of shareholders, while also
taking into account subsequent changes in circumstances.
As a result of such review, the Company’s Board of Directors, at a meeting held on May 25, 2023,
resolved, with the unanimous approval of all Directors, to continue the Current Plan with partial
amendments, subject to approval by a majority of the voting rights of the Company’s shareholders at thisAnnual General Meeting of Shareholders. (The applicable rules after the amendments are hereinafterreferred to as the “Plan.”)
The main revisions are as follows:
1) Revision of the description of the Audit & Supervisory Board or Audit & Supervisory Board Membersin the Current Plan due to the Company’s transition to a company with an Audit and Supervisory
Committee in June 2022.
2) Change in the names of members of the Independent Committee
All three Directors who are Audit and Supervisory Committee Members attended the meeting of theCompany’s Board of Directors at which the Plan was decided, and all of the Directors who are Audit andSupervisory Committee Members expressed their opinion in favor of the Plan, provided that the concrete
operation of the Plan is properly carried out.
As the effective period of the Current Plan will expire at the conclusion of this Annual General Meetingof Shareholders, the Company requests the approval of its shareholders for the continuation of the Plan.
1. Necessity of the Plan
The Company’s Board of Directors recognizes that the final decision as to whether or not to accept a largescale purchase (defined in 2. below) by a large-scale purchaser (defined in 2. below) should be made by
the shareholders of the Company. Accordingly, it is necessary that a large-scale purchaser disclose
sufficient information in advance regarding the details of its intended management policy and businessplan, the impact of the large-scale purchase on shareholders and the management of the Group, and theimpact of the large-scale purchase on many parties involved in the Group. In addition, in order to ensurethat the Company’s Board of Directors has opportunities to ask questions to the large-scale purchaser,
demand the large-scale purchaser to improve the terms and conditions of the acquisition, or present a
reasonable alternative proposal that will benefit shareholders, a reasonable amount of time for- 21 -

consideration and opportunities for negotiation must also be secured. The Company believes that these willallow its shareholders to receive appropriate and sufficient information from both the large-scale purchaser
and the Company’s Board of Directors, and to have sufficient time to consider the information provided,
and to make an appropriate decision as to whether or not to accept the large-scale purchase.
Based on this approach, the Company has judged that the continuation of the Plan is necessary to enable
the Company to take necessary and appropriate measures to ensure and enhance the Company’s corporate
value and the common interests of its shareholders.
The status of the Company’s major shareholders as of March 31, 2023 is as shown in (Reference) “Statusof Major Shareholders of the Company (as of March 31, 2023),” and the Company has not received any
notice or proposal, etc. to conduct a large-scale purchase of the Company’s shares, etc. from any specificthird party, including shareholders of the Company at this point in time.
2. Requirements for application of the Plan
The Plan is intended to be applied to large-scale purchases of the Company’s share certificates, etc. (Note3) intended to increase the ratio of voting rights (Note 2) of a specific shareholder group (Note 1) to 20%
or more, or large-scale purchases of the Company’s share certificates, etc. resulting in the ratio of voting
rights of a specific shareholder group to 20% or more (hereinafter a “Large-Scale Purchase,” and a person
conducting such a purchase is referred to as a “Large-Scale Purchaser”).
Note 1:A specific shareholder group refers to (i) holders of share certificates, etc. (share certificates, etc. provided for in Article 27-23, Paragraph 1 of
the Financial Instruments and Exchange Act) of the Company (including those who are included in the holders pursuant to Article 27-23,
Paragraph 3 of the Act) and their joint holders (joint holders provided for in Article 27-23, Paragraph 5 of the Act, including those deemed to be
joint holders pursuant to Article 27-23, Paragraph 6 of the Act) or (ii)) persons that conduct purchase, etc. (purchase, etc. provided for in Article
27-2, Paragraph 1 of the Act, including purchase, etc. conducted in a financial instruments exchange market) of share certificates, etc. (including
share certificates, etc. provided for in Article 27-2, Paragraph 1 of the Act and their specially related parties (specially related parties provided
for in Article 27-2, Paragraph 7 of the Act).
Note 2:The ratio of voting rights refers to the ratio of share certificates, etc. held by the relevant holder (the ownership ratio of share certificates, etc.
provided for in Article 27-23, Paragraph 4 of the Act) if the specific shareholder group comes under (i) and the total of the ownership ratios ofshare certificates, etc. (the ownership ratio of share certificates, etc. provided for in Article 27-2, Paragraph 8 of the Act) held by the relevantpurchaser and its relevant specially related parties .
The total number of voting rights used as the denominator in the calculation of the percentage of voting rights shall be the number of voting
rights represented by the shares excluding the number of treasury shares held by the Company as stated in the most recently filed annual securities
report, quarterly securities report or report on repurchases from the total number of issued shares at that point in time.
Note 3:Share certificates, etc. refers to either share certificates, etc. provided for in Article 27-23, Paragraph 1 of the Financial Instruments and Exchange
Act or share certificates, etc. provided for in Article 27-2, Paragraph 1 of the Act.

3. Outline of the Plan
The Plan requires Large-Scale Purchasers to comply with the rules set forth below (hereinafter the “LargeScale Purchase Rules”). Specifically, the Plan requires the following: (i) a Large-Scale Purchaser shallprovide the Company’s Board of Directors with necessary and sufficient information in advance; (ii) a
certain period time shall be set for review and assessment by the Company’s Board of Directors; and upon
expiration of such period, (iii) if a general meeting to confirm the intent of the shareholders (hereinafter
the “Shareholders’ Intent Confirmation Meeting”) is convened as to whether the countermeasures shouldbe triggered or not, the Large-Scale Purchase shall be commenced only after a resolution is passed at theGeneral Meeting of Shareholders to confirm their intent regarding triggering of the countermeasures, etc.
The outline is described below. For your reference, a flowchart in the event of the commencement of a
Large-Scale Purchase is attached as Appendix 1.
(1) Submission of a letter of intent
In the event that a Large-Scale Purchaser intends to conduct a Large-Scale Purchase, the Large-Scale
Purchaser shall first submit to the Company a letter of intent in Japanese stating that the Large-Scale
Purchaser will comply with the Large-Scale Purchase Rules. In the letter of intention, the Large-Scale
Purchaser’s name, address, governing law of incorporation, name of representative, domestic contact
information, and outline of the proposed Large-Scale Purchase shall be clearly indicated. In the event thata Large-Scale Purchase is proposed, the Company will disclose such information in accordance with laws
and regulations and the rules of the financial instruments exchange concerning timely disclosure.

- 22 -

(2) Provision of information
A Large-Scale Purchaser shall provide the Company’s Board of Directors with sufficient information in
Japanese for the Company’s shareholders to make judgment and for the Company’s Board of Directors toform its opinion (hereinafter “Large-Scale Purchase Information”). Its general items are as follows.
(i) Outline of the Large-Scale Purchaser and its group (including specific names, capital structure,etc. )(ii) Purpose, method and details of the Large-Scale Purchase (including the amount, details and basisof calculation of the purchase consideration, backing of purchase funds, timing and structure of
the transaction, etc.)(iii) Outline of the parties financing the Large-Scale Purchaser (including specific name, capital
structure, etc. )(iv) Management policy, business plan, financial plan, capital policy, dividend policy, asset utilization
policy, etc. of the Group envisaged for the next three years after the Large-Scale Purchase(v) Basis for assuming that the management policy, etc. after the Large-Scale Purchase will enhance
the corporate value of the Group(vi) Other information that the Board of Directors and the Independent Committee reasonably deem
necessary to make appropriate judgments and opinions.
Within 10 business days after receipt of the letter of intent in (1) above, the Company will deliver to theLarge-Scale Purchaser a list of the Large-Scale Purchase information to be initially provided, which theLarge-Scale Purchaser is required to submit to the Company in Japanese within 60 days from the date ofreceipt.
If the information initially provided is reasonably considered insufficient as Large-Scale Purchase
Information, the Large-Scale Purchaser may be requested to provide additional information until sufficient
Large-Scale Purchase Information is available. The Company will disclose in a timely and appropriatemanner the fact that a Large-Scale Purchaser has appeared and proposed a Large-Scale Purchase and all orpart of the Large-Scale Purchase Information provided to the Company’s Board of Directors.
If the Company’s Board of Directors judges that the Large-Scale Purchaser has submitted sufficient
Large-Scale Purchase Information necessary to assess and examine the Large-Scale Purchase, the Boardof Directors will send a notice to that effect (hereinafter the “Notice of Completion of Provision ofInformation”) to the Large-Scale Purchaser and disclose such fact.
(3) Examination of Large-Scale Purchase Information, negotiation with the Large-Scale Purchaser, andpresentation of an alternative proposal
The Company believes that, after having issued a Notice of Completion of Provision of Information, theCompany’s Board of Directors should have a period for assessment, examination, negotiation, forming an
opinion, and preparing an alternative proposal (hereinafter the “Board of Directors Assessment Period”)
of 60 days (in the case of the purchase of all the Company’s shares by a tender offer with cash-only (yen)consideration) or 90 days (in the case of other Large-Scale Purchases), depending on the degree ofdifficulty of assessment, etc. of the Large-Scale Purchase. Accordingly, a Large-Scale Purchase shall be
initiated only after the Board of Directors Assessment Period has elapsed. If the Board of Directors
Assessment Period begins, this fact will be disclosed.
During the Board of Directors Assessment Period, the Company’s Board of Directors shall fully assessand examine the provided Large-Scale Purchase Information, receiving advice from external experts, suchas financial advisors, certified public accountants, and lawyers, as necessary, and hearing the opinions of
the Independent Committee, and shall carefully formulate its opinion and disclose it. If necessary, theCompany’s Board of Directors may negotiate with the Large-Scale Purchaser to improve the terms andconditions of the Large-Scale Purchase and present an alternative proposal to the shareholders.
(4) Procedures for confirming the intent of shareholders
If the Independent Committee makes a recommendation for triggering of countermeasures and demands
procedures to confirm the intent of shareholders regarding the resolution for triggering of countermeasures,
the Company’s Board of Directors shall respect such recommendation to the maximum extent possible and,- 23 -

if deemed appropriate, implement the procedures for convening a Shareholders’ Intent Confirmation
Meeting or implement the procedures for a written ballot to confirm the intent of shareholders as to whether
the countermeasures should be triggered or not.
4. Plan in the event of a Large-Scale Purchase(1) If it is judged that the Large-Scale Purchaser has complied with the Large-Scale Purchase Rules
If it is judged that the Large-Scale Purchaser has complied with the Large-Scale Purchase Rules, theCompany’s Board of Directors will not, in principle, trigger specific countermeasures even if the Board of
Directors is opposed to such Large-Scale Purchase.
However, the Company’s Board of Directors may take action to persuade the Company’s shareholders,such as expressing its opinion against such Large-Scale Purchase or by presenting an alternative proposal.
Whether or not to accept the Large-Scale Purchaser’s purchase proposal shall be determined by theCompany’s shareholders, taking into consideration the purchase proposal and the opinion, an alternative
proposal, etc. presented by the Company in response to such purchase proposal.
However, even if it is judged that the Large-Scale Purchase Rules are complied with, if the Large-Scale
Purchase is deemed to significantly damage the Company’s corporate value and/or the common interestsof the Company’s shareholders (hereinafter an “Abusive Takeover”), the Company’s Board of Directors
may take measures deemed appropriate to protect the interests of the Company’s shareholders. In order toensure objectivity and reasonableness in the examination and judgment as to whether such Large-Scale
Purchase constitutes an Abusive Takeover or not, the Company’s Board of Directors shall, based on thenecessary information provided by the Large-Scale Purchaser, including the management policy, etc. after
the purchase, consider the specific details of the Large-Scale Purchaser and the Large-Scale Purchase(purpose, method, subject matter, type and amount of consideration for acquisition, etc.) and the impact ofsuch Large-Scale Purchase on the common interests of the Company’s shareholders while respecting therecommendation of the Independent Committee consisting of Outside Directors who are Audit andSupervisory Committee Members, independent outside experts, etc. to the maximum extent possible, andshall determine whether such Large-Scale Purchase constitutes an Abusive Takeover or not upon obtaining
the approval of the Audit and Supervisory Committee.
Furthermore, if the Independent Committee makes a recommendation for triggering of countermeasuresand demands procedures to confirm the intent of shareholders regarding the resolution for triggering ofcountermeasures, the Company’s Board of Directors shall respect such recommendation to the maximum
extent and, if deemed appropriate, implement the procedures for convening a Shareholders’ Intent
Confirmation Meeting or implement the procedures for a written ballot to confirm the intent ofshareholders as to whether the countermeasures should be triggered or not.
(2) If it is judged that the Large-Scale Purchaser has not complied with the Large-Scale Purchase Rules
If it is judged that the Large-Scale Purchaser has not complied with the Large-Scale Purchase Rules,
regardless of the specific purchase method, the Company’s Board of Directors may implement
countermeasures permitted under the Companies Act, other laws, and the Company’s Articles ofIncorporation, such as gratis allotment of share acquisition rights, for the purpose of protecting the common
interests of the Company and its shareholders, to oppose the initiation of a Large-Scale Purchase. With
respect to the specific countermeasures to be implemented, the Company’s Board of Directors shall selectthose it deems most appropriate at that point in time, while respecting the recommendation of the
Independent Committee to the maximum extent possible. Appendix 2 shows an outline of gratis allotmentof share acquisition rights, as an example of a specific countermeasures. However, in the case of actual
gratis allotment of share acquisition rights, the Company may set an exercise period and conditions, etc.,
taking into consideration the effect as a countermeasure, such as making it a condition for exercising shareacquisition rights that a shareholder must not belong to a specific shareholder group that holds a certain
percentage or more of the Company’s share certificates, etc.
If the Company’s Board of Directors decides to implement or not to implement countermeasures or to
trigger a specific countermeasure, the Company’s Board of Directors shall promptly disclose the details ofsuch resolution.
5. Measures to ensure objectivity and reasonableness of judgment of the Company’s Board of Directors- 24 -

(1) Establishment of guidelines
In order to prevent arbitrary judgment and processing in the operation of the Plan and to ensuretransparency of the procedures, the Company has established guidelines as internal standards incorporating
objective requirements (hereinafter the “Guidelines”). The Company’s Board of Directors and theIndependent Committee must proceed with the procedures prescribed in the Plan in accordance with the
Guidelines. The establishment of the Guidelines has made transparent the criteria for identifying abusive
acquirers and responding to their contemplated acquisitions, and has endowed the Plan with sufficient
predictability.
In addition, in the Guidelines, an abusive acquirer is defined as follows:
1) A person is acquiring shares, without serious intention to participate in corporate management of theCompany, for the purpose of inflating the share price and inducing the Company to repurchase theshares at a high price (so-called greenmailing).
2) The purpose of participation in corporate management of the Company is primarily to transfer
confidential company information, important assets, major business partners and/or customers, etc.
necessary for the Company’s business management to the Large-Scale Purchaser or its groupcompanies, etc. (so-called scorched-earth management).
3) The Large-Scale Purchaser is acquiring the Company’s shares with the intention of appropriating
the Company’s assets as collateral for or funds for repayment of debts of the Large-Scale Purchaser
or its group companies, etc.
4) The purpose of participation in corporate management of the Company is mainly to gain temporary
control over management of the Company and cause the Company to sell or otherwise dispose ofhigh-value assets such as securities that have no current relevance to the Company’s business andpay temporarily high dividends based on the gain on such disposal or to sell shares at high prices,taking advantage of the opportunity afforded by the sudden rise in the share price created by the
temporarily high dividends
5) The terms and conditions of the acquisition of the Company’s shares proposed by the Large-Scale
Purchaser (including but not limited to the amount of the purchase consideration, details, timing,
method, existence or non-existence of illegality, and feasibility) are insufficient or inappropriate inlight of corporate value of the Company.
6) The method of acquisition proposed by the Large-Scale Purchaser is a structurally coercive
acquisition that restricts the opportunity or freedom of shareholders to make decisions, such as bysetting the first purchase terms favorable and the second purchase terms unfavorable (so-called twostep purchase).
7) In addition to the above, an acquisition that is clearly detrimental to the common interests of theCompany’s shareholders and the Company’s corporate value, based on the content of the LargeScale Purchase Information (see Appendix 3).
(2) Establishment of the Independent Committee and use of a Shareholders’ Intent Confirmation Meeting
In order to ensure transparency, objectivity, fairness, and reasonableness of judgment regarding (i) whether
a Large-Scale Purchaser has complied with the Large-Scale Purchase Rules or not , and (ii) whether theLarge-Scale Purchaser is an abusive acquirer if the Large-Scale Purchaser has complied with the LargeScale Purchase Rules, and to prevent arbitrary judgment by the Company’s Board of Directors, theCompany shall establish the Independent Committee, which consists of Outside Directors (excluding
Directors who are Audit and Supervisory Committee Members), Outside Directors who are Audit andSupervisory Committee Members, and external experts, etc., as an organization independent of the Boardof Directors. An outline of the Independent Committee is provided in Appendix 4.
The Committee shall deliberate and decide on the matters described in Appendix 4, including
recommendations to the Company’s Board of Directors on each matter consulted by the Company’s Boardof Directors and on matters deemed necessary by the Independent Committee. In making decisions, theCompany’s Board of Directors shall respect the recommendation of the Independent Committee to the
maximum extent possible, and shall also go through the process of hearing the opinions of the Independent
Committee, thereby ensuring the objectivity and reasonableness of its decisions. Moreover, each Audit andSupervisory Committee Member and each member of the Independent Committee, in addition to the- 25 -

Company’s Representative Director, has the authority to convene the Independent Committee, to ensure
holding of meetings of the Independent Committee.
In addition, if the Independent Committee makes a recommendation for triggering of countermeasuresand demands procedures to confirm the intent of shareholders regarding the resolution for triggeringcountermeasures, the Company’s Board of Directors shall respect such recommendation to the maximum
extent possible and, if deemed appropriate, implement the procedures for convening a Shareholders’ Intent
Confirmation Meeting or implement the procedures for a written ballot to confirm the intent ofshareholders as to whether the countermeasures should be triggered or not as soon as practicable.
6. Impact, etc. on the Company’s shareholders and investors(1) Impact, etc. of the Plan on Shareholders and Investors
The purpose of the Plan is to provide the Company’s shareholders with the information necessary for themto judge whether to accept the Large-Scale Purchase or not and the opinion of the Company’s Board of
Directors, which is currently responsible for management of the Company, and also to ensure that theCompany’s shareholders have an opportunity to be presented with an alternative proposal. The Company
believes that this will enable the Company’s shareholders to make an appropriate decision as to whether
or not to accept the Large-Scale Purchase based on sufficient information, which will lead to the protectionof the common interests of the Company’s shareholders. Accordingly, the Company believes that theestablishment of the Plan is in the best interest of the Company’s shareholders and investors.
As stated in 4 above, the Company’s plan for a Large-Scale Purchase will differ depending on whether
it is judged that the Large-Scale Purchaser has complied with the Large-Scale Purchase Rules or not.
Therefore, shareholders and investors of the Company are requested to pay attention to the actions of theLarge-Scale Purchaser.
(2) Impact, etc. on shareholders and investors at the time of triggering of countermeasures
In the event that a Large-Scale Purchaser fails to comply with the Large-Scale Purchase Rules, the Boardof Directors may implement specific countermeasures permitted under the Companies Act and other laws
and the Company’s Articles of Incorporation for the purpose of protecting the common interests of theCompany and the Company’s shareholders. The Board of Directors does not anticipate any situation inwhich the shareholders of the Company other than the Large-Scale Purchaser who violated the Large-Scale
Purchase Rules, would suffer any particular loss in terms of legal rights or economic benefits.
And if the Company’s Board of Directors decides to implement specific countermeasures, the Company
plans to take appropriate measures, such as making timely and appropriate disclosure, to avoid any
unforeseen damage to the Company’s shareholders, investors, and other related parties.
On the other hand, if it is decided to implement gratis allotment of share acquisition rights as a specificcountermeasure, the Company’s shareholders as of the allotment date will receive the allotment of shareacquisition rights without applying for subscription, but subsequently, may be required to pay a certain
amount of money within a prescribed period to exercise their share acquisition rights and acquire newshares. Details of such procedures will be separately announced in accordance with laws and regulations
when gratis allotment of share acquisition rights is to be actually conducted. However, the Company’s
shareholders who are not recorded in the shareholders’ register shall receive allotment of share acquisitionrights only if they are recorded in the final shareholders’ register as of the allotment date of share acquisitionrights, which is separately determined and publicly announced by the Company’s Board of Directors.
Even after the allotment date of share acquisition rights or the effective date of gratis allotment of shareacquisition rights, the Company may cancel the gratis allotment of share acquisition rights by the day
before the first day of the exercise period of share acquisition rights or the Company may acquire shareacquisition rights without consideration without delivering the Company’s shares to the holders of shareacquisition rights owing to such reasons as the withdrawal of the Large-Scale Purchase by the Large-Scale
Purchaser. In these cases, there will be no dilution of per share value. Therefore, investors who made sales,
etc. based on the assumption that there will be dilution of per share value may suffer damage due tofluctuations in the share price.
7. Effective period of the Plan, amendments to or abolition of the Plan and disclosure thereof- 26 -

(1) Effective period of the Plan
The effective period of the Plan shall be from the conclusion of this Annual General Meeting of
Shareholders to the conclusion of the Company’s 132nd Annual General Meeting of Shareholders to beheld in June 2026, subject to the approval of the Company’s shareholders at this Annual General Meetingof Shareholders. However, if the continuation of the Plan is approved at the 132nd Annual General Meetingof Shareholders, the Plan shall be extended until the conclusion of the Company’s 135th Ordinary General
Meeting of Shareholders to be held in June 2029.
(2) Abolition of the Plan
After the introduction of the Plan, even before the expiration of the effective period, the Plan shall beabolished at that point in time in the following cases:
1) In the event that the Company’s Board of Directors resolves to abolish the Plan
2) If a proposal to abolish the Plan is approved at the Company’s General Meeting of Shareholders(3) Amendments to the Plan
Even during the effective period of the Plan, the Plan may be amended from time to time as necessary bya resolution of the Board of Directors from the perspective of securing and improving corporate value andthe common interests of shareholders, in view of the development of relevant laws and regulations,resolutions of the General Meeting of Shareholders, opinions of the Independent Committee, and otherfactors.
(4) Disclosure of information on the abolition of or amendments to the Plan
If the Plan is abolished or amended, the Company will disclose such facts and other matters deemednecessary by the Company’s Board of Directors to shareholders and investors in a timely and appropriatemanner.
8. Reasonableness of the Plan
(1) Satisfaction of the Guidelines concerning Takeover Defense Measures
The Plan fully satisfies the three principles, namely, (i) Principle of protecting and enhancing corporate
value and shareholders’ common interests, (ii) Principle of prior disclosure and shareholders’ will, and (iii)
Principle of ensuring the necessity and reasonableness described in the “Guidelines Regarding Takeover
Defense for the Purposes of Protection and Enhancement of Corporate Value and Shareholders’ Common
Interests” (hereinafter “Takeover Defense Guidelines”) announced on May 27, 2005 by the Ministry of
Economy, Trade and Industry and the Ministry of Justice, based on the “Corporate Value Report” and otherreports released by the Corporate Value Study Group of the Ministry of Economy, Trade and Industry on
the same day.
The Plan also takes into account the contents of the “Takeover Defense Measures in Light of Recent
Environmental Changes” announced on June 30, 2008 by the Corporate Value Study Group of the Ministryof Economy, Trade and Industry.
(i) Principle of protecting and enhancing corporate value and shareholders’ common interests
As mentioned above, the Plan provides the Company’s shareholders with information necessary forthem to judge whether to accept the Large-Scale Purchase or not and the opinion of the Company’s
Board of Directors, which is currently responsible for management of the Company, and ensures that
the Company’s shareholders have an opportunity to be presented with an alternative proposal, thereby
enabling them to make an appropriate judgment as to whether or not to accept the Large-Scale Purchase
based on sufficient information. The Plan will be introduced for the purpose of protecting and enhancing
the Company’s corporate value and the common interests of its shareholders.
(ii) Principle of prior disclosure and shareholders’ will
Since the contents of the Plan are disclosed in advance, the foreseeability of the Plan to the Company’s
shareholders and investors is ensured, and the continuation of the Plan is subject to the approval of theCompany’s shareholders at this Annual General Meeting of Shareholders. Furthermore, the extensionof the effective period of the Plan is also subject to the approval of the Company’s shareholders, and- 27 -

also a measure is adopted that allows the Plan to be abolished by a resolution of the Company’s General
Meeting of Shareholders. In this way, a system is in place that reflects the reasonable will of theCompany’s shareholders.
(iii) Principle of ensuring the necessity and reasonableness
The Plan ensures the objectivity and reasonableness of the judgment of the Company’s Board of
Directors as to whether to trigger specific countermeasures or not, for example, by respecting, to the
maximum extent possible, the opinions of the Independent Committee, which consists of multiple
members independent of the management team that executes the business of the Company. Moreover,
the Company’s shareholders may directly judge whether to continue the Plan or not every three years
at an Annual General Meeting of Shareholders, and the Plan also provides for an objective clause forabolition of the Plan, which allows the Plan to be abolished if any takeover proposal that would enhance
the common interests of shareholders is made.
(2) Elimination of arbitrary judgment by the Board of Directors
Under the Plan, the Independent Committee will be established as an organization independent from theCompany’s Board of Directors, and when the Board of Directors judges whether or not to trigger acountermeasure, the recommendation of the Independent Committee shall be respected to the maximum
extent possible in order to ensure the transparency, objectivity, fairness, and reasonableness of thejudgment and to eliminate arbitrary judgment by the Board of Directors.
If the Independent Committee makes a recommendation for triggering of countermeasures and demands
procedures to confirm the intent of shareholders regarding the resolution for triggering of countermeasures,
the Company’s Board of Directors shall respect such recommendation to the maximum extent possible and,
if deemed appropriate, implement the procedures for convening a Shareholders’ Intent Confirmation
Meeting or implement the procedures for a written ballot to confirm the intent of shareholders as to whether
the countermeasures should be triggered or not.
(3) Establishment of reasonable objective requirements for triggering the Plan
The triggering of countermeasures under the Plan requires satisfaction of reasonable, objective
requirements, and a mechanism is secured to prevent arbitrary triggering by the Company’s Board of
Directors.
(4) No dead-hand or slow-hand takeover defense measures
As described in “7. Effective period of the Plan, amendments to or abolition of the Plan and disclosure
thereof” above, the Plan may be abolished at any time by a resolution of one General Meeting of
Shareholders or by a resolution of the Board of Directors consisting of Directors elected by the Company’s
General Meeting of Shareholders. Therefore, the Plan is not a dead-hand takeover defense measure (atakeover defense measure whose triggering cannot be prevented even if a majority of the members of theBoard of Directors are replaced).
Moreover, the Company is a company with an Audit and Supervisory Committee and the term of officeof Directors (excluding Directors who are Audit and Supervisory Committee Members) is one year.
Therefore, the Plan is not a slow-hand takeover defense measure (a takeover defense measure whose
triggering takes time because it is made impossible to replace all members of the Board of Directors atonce).
End- 28 -

Appendix 1
Flowchart if a Large-Scale Purchase is InitiatedIf the Large-Scale
Purchaser does notcomply with the rules

Emergence of a Large-Scale Purchaser

Disclosure to shareholders(Purpose: To gain an ownership ratio of 20% of more of the Company's shares)•Emergence of a Large-Scale Purchaser

The Company requests the Large-Scale Purchaser

to submit a letter of intent

Letter of intent
意向表明書を提出しない
is not submitted

The Company receives a letter of intent
from the Large-Scale Purchaser

The Company delivers to the Large-Scale Purchaser a list ofitems to be included in the Large-Scale Purchase
Information(In principle, within 10 business days from thereceipt of the letter of intent)

Large-Scale
大規模買付情Purchase
報を提出しな
Informationisい
not submitted

The Company receives Large-Scale Purchase
Information (Large-Scale Purchaser to submit LargeScale Purchase Information within 60 days from thereceipt of the list)

Disclosure to shareholders•Large-Scale Purchase Information

The Company sends the Large-Scale Purchaser

Disclosure to shareholdersa Notice of Completion of Provision of Information•Notice of Completion of Provision of Information<Board of Directors>
Disclosure to shareholders
Board of Directors Assessment Period(Purchase cancellation period)
Board ofDirectors
取締役会評
価期間を遵
Assessment
Period is not
守しないcomplied with•Start of Board of Directors Assessment Period•Board of Directors opinions and alternative proposal

60 days or 90 days from the sending of Notice ofCompletion of Provision of Information
Assessment, negotiation, presentation of an alternative proposal, etc.
by the Company's Board of Directors

Judge whether the Large-Scale Purchaser would significantly
damage corporate value and shareholders' common interests

It is apparent that
the Large-Scale
Purchase would
significantly damage
the Company's
corporate value andshareholders'common interestsand it is appropriate
to trigger
countermeasures

Receiving theIndependent
Committee's
recommendation toconfirmshareholders' intent
by convening a
General M eeting of
Shareholders, theBoard of Directors
judges it isappropriate to holda General M eetingof Shareholders

Consult

Independent Committee
Recommendatio

It is not apparent
that the Large-Scale
Purchase would
damage theCompany's
corporate value andshareholders'common interestsand it is not
appropriate to
triggercountermeasures

Confirmation of shareholders'intent(written ballot or Shareholders'
Intent Confirmation Meeting)Approve

Trigger specific countermeasures*

Disapprove

Do not trigger specific countermeasures*Conduct gratis allotment of share acquisition rights (Class of shares: common stock; Ratio: 1 for each share held)- 29 -

Appendix 2
Outline of Share Acquisition Rights
1. Shareholders eligible for gratis allotment of share acquisition rights
The Company shall allot share acquisition rights at a ratio of one (1) share acquisition right per one(1) share held (excluding shares of the Company’s common stock held by the Company) to theshareholders recorded in the final shareholders’ register as of the allotment date determined by theCompany’s Board of Directors.
2. Class and number of shares to be issued upon exercise of share acquisition rights
The type of shares to be issued upon exercise of share acquisition rights shall be shares of theCompany’s common stock, and the number of shares to be issued upon exercise of each share acquisitionright shall be one share. However, if the Company conducts a share split or a share consolidation, thenecessary adjustments shall be made.
3. Total number of share acquisition rights to be allotted
The total number of share acquisition rights to be allotted shall be the number determined by theCompany’s Board of Directors and not exceed the total number of shares issued and outstanding as of
the allotment date (excluding, however, shares of the Company’s common stock held by the Company).
The Company’s Board of Directors may allot share acquisition rights more than once to the extent thatthe total number of share acquisition rights allotted does not exceed this limit.
4. Amount to be paid upon exercise of each share acquisition right
The amount to be paid upon exercise of each share acquisition right shall be an amount determinedby the Company’s Board of Directors, which shall be at least one yen per share.
5. Restrictions on transfer of share acquisition rights
Any transfer of share acquisition rights shall require the approval of the Company’s Board of Directors.
6. Exercise period, etc. of share acquisition rights
The exercise period, exercise conditions, reasons for retirement, conditions for retirement and othernecessary matters concerning share acquisition rights shall be separately determined by the Company’s
Board of Directors.
7. Terms and conditions for the exercise of share acquisition rights
A specific shareholder group that holds a certain percentage or more of the Company’s sharecertificates, etc. or a person who has received share acquisition rights from a specific shareholder group
without the approval of the Company’s Board of Directors may not exercise his/her share acquisitionrights.
End- 30 -

Appendix 3
Guidelines for the Triggering of Specific Countermeasures (Outline)
1. Purpose
The purpose of the Guidelines for Triggering Specific Countermeasures (hereinafter the “Guidelines”)
is to establish specific criteria for triggering specific countermeasures in advance in preparation for thecase where the Board of Directors and the Independent Committee judge whether or not to trigger
specific countermeasures in order to maintain and enhance the interests of shareholders and theCompany’s corporate value in the event that a Large-Scale Purchaser of the Company appears.
2. Cases in which specific countermeasures may be triggered
If the Company’s Board of Directors judges that the Large-Scale Purchase by the Large-Scale
Purchaser falls under any of the cases set forth below, the Board of Directors may decide to trigger
specific countermeasures.
In making such judgment, the Company’s Board of Directors must respect the recommendation of the
Independent Committee, which is established as an organization independent from the Board of
Directors, to the maximum extent possible in order to ensure the transparency, objectivity, fairness, andreasonableness of its judgment and to prevent arbitrary judgment by the Board of Directors.
(1) If the Large-Scale Purchase does not comply with the procedures set forth in the Plan
1) If the Large-Scale Purchaser does not provide information
The Large-Scale Purchaser does not provide all or part of the information necessary for the Board of
Directors and the Independent Committee to make appropriate judgment and opinions, such as an
outline of the Large-Scale Purchaser, the purpose, method and details of the acquisition, an outline ofthe parties financing the Large-Scale Purchaser, the management policy and business plan, financial
plan, capital policy, dividend policy, asset utilization policy, etc. (hereinafter “post-acquisition
management policy, etc.”) of the Company group envisaged for the next three years after the acquisition,and the basis on which the post-acquisition management policy, etc. will enhance the corporate valueof the Company group.
2) If it is reasonable to consider that the information provided by the Large-Scale Purchaser is insufficient
Even if the Large-Scale Purchaser provides a certain amount of information regarding the LargeScale Purchase, it is reasonable to consider that the information provided is insufficient and it becomesdifficult for the shareholders to make an appropriate judgment as to whether the Large-Scale Purchaseis justified or not.
3) If a tender offer is conducted prior to the expiration of a reasonable period of time (60 days in the caseof the purchase of all the Company’s shares by a tender offer with cash-only (yen) consideration and
90 days in the case of other Large-Scale Purchases) for the Company’s Board of Directors to examine
the Large-Scale Purchase Information and to present an alternative proposal from the perspective of
the common interests of shareholders(2) If the Large-Scale Purchase by the Large-Scale Purchaser is likely to cause obvious harm to thecorporate value of the Company and the common interests of its shareholders (if it constitutes an abusive
takeover)1) A person is acquiring shares, without serious intention to participate in corporate management of theCompany, for the purpose of inflating the share price and inducing the Company to repurchase theshares at a high price (so-called greenmailing).
2) The purpose of participation in corporate management of the Company is primarily to transfer
confidential company information, important assets, major business partners and/or customers, etc.
necessary for the Company’s business management to the Large-Scale Purchaser or its groupcompanies, etc. (so-called scorched-earth management).
3) The Large-Scale Purchaser is acquiring the Company’s shares with the intention of appropriating theCompany’s assets as collateral for or funds for repayment of debts of the Large-Scale Purchaser or its
group companies, etc.
4) The purpose of participation in corporate management of the Company is mainly to gain temporary- 31 -

control over management of the Company and cause the Company to sell or otherwise dispose of highvalue assets such as securities that have no current relevance to the Company’s business and pay
temporarily high dividends based on the gain on such disposal or to sell shares at high prices, taking
advantage of the opportunity afforded by the sudden rise in the share price created by the temporarily
high dividends.
5) The terms and conditions of the acquisition of the Company’s shares proposed by the Large-Scale
Purchaser (including but not limited to the amount of the purchase consideration, details, timing,
method, existence or non-existence of illegality, and feasibility) are insufficient or inappropriate in lightof corporate value of the Company.
6) The method of acquisition proposed by the Large-Scale Purchaser is a structurally coercive acquisition
that restricts the opportunity or freedom of shareholders to make decisions, such as by setting the firstpurchase terms favorable and the second purchase terms unfavorable (so-called two-step purchase).
7) In addition to the above, if the Large-Scale Purchase is clearly detrimental to the common interests of
the Company’s shareholders and the Company’s corporate value based on the details of the LargeScale Purchase Information.
End- 32 -

Appendix 4
Overview of the Independent Committee
1. Establishment
The Independent Committee shall be established by resolution of the Company’s Board of Directors.
2. Composition(1) The Independent Committee shall have at least three (3) members.
(2) Members of the Independent Committee shall be selected from Outside Directors (excluding Directors
who are Audit and Supervisory Committee Members), Outside Directors who are Audit and Supervisory
Committee Members, external experts (including, but not limited to, lawyers and other professionals andpersons with corporate management experience in the private sector), and other persons.
In light of the role and expectations of the Independent Committee, the appointment shall be
determined by comprehensively considering expertise, knowledge of corporate management, insight
into corporate value, practical experience, and other factors.
(3) If a committee member is an external expert, the Company shall enter into a written agreement
including a clause on the duty of care to the Company with such member.
3. Roles(1) Being consulted by the Board of Directors, the Independent Committee shall, in principle, examine anddeliberate on the matters set forth below in accordance with the Guidelines and make recommendations
to the Board of Directors, together with the reasons and grounds for the recommendations. The
Company’s Board of Directors shall make the final decision, respecting the recommendation of the
Independent Committee to the maximum extent possible.
***(i) Examination of materials such as the purchase plan submitted by the Large-Scale Purchaser in priornegotiations with the Large-Scale Purchaser(ii) Consideration of whether or not to implement specific countermeasures(iii) Consideration of whether or not to cancel the countermeasures through ex-post negotiations with
the Large-Scale Purchaser(iv) Examination of whether it is necessary to convene a Shareholders’ Intent Confirmation Meeting ornot(v) Other matters on which the Company’s Board of Directors has consulted with the Independent
Committee regarding matters on which the Company’s Board of Directors should make a judgment.
(2) The Independent Committee may obtain professional advice from accountants, lawyers, and otherexternal experts as necessary for its examination. The Company shall bear the cost of such expenses.
4. Convening
The Company’s Representative Director, Audit and Supervisory Committee Members, and membersof the Independent Committee shall have the authority to convene a meeting of the Independent
Committee at any time.
5. Resolution
In principle, resolution of the Independent Committee shall be adopted at a meeting attended by all
the members of the Independent Committee by a majority vote of the members. However, in the eventof unavoidable circumstances, a resolution of the Independent Committee may be adopted at a meeting
attended by a majority of the members of the Independent Committee by a majority vote of the members.
End- 33 -

Appendix 5
Candidates for Independent Committee Member and their Career Summary
Committee Member Masahiro Nakatsukasa(Career
Apr. 1994
Admitted to the Bar; Member of Osaka Bar Association;
Summary)
Joined Chuo Sogo Law Office (currently Chuo Sogo Law Office, P. C.)
Aug. 2005
Served at Kirkland & Ellis LLP, U.S.A
Apr. 2006
Admitted to the New York State Bar, U.S.A.
Jun. 2006
Outside Audit & Supervisory Board Member, Asaka Industrial Co., Ltd.
Jul. 2012
Representative Partner, Chuo Sogo Law Office, P.C. (to the present)
Apr. 2015
Vice Chairman, Osaka Bar Association
Jun. 2015
Outside Audit & Supervisory Board Member, ARAKAWA CHEMICALINDUSTRIES, LTD.
Jun. 2015
Outside Audit & Supervisory Board Member, NIPPON DENTSU Co., Ltd.
Jun. 2016
Outside Director who is an Audit and Supervisory Committee Member, Asaka
Industrial Co., Ltd. (to the present)
Jun. 2016
Outside Director who is an Audit and Supervisory Committee Member,
ARAKAWA CHEMICAL INDUSTRIES, LTD. (to the present)
Jun. 2016
Outside Director, the Company (to the present)
Jun. 2018
Outside Audit & Supervisory Board Member, JSH Co., Ltd. (to the present)
Jun. 2022
Outside Director, Osaka Mazda Motor Corporation (to the present)(Note)The Company has an advisory agreement with Chuo Sogo Law Office, a law firm of which Mr. Masahiro Nakatsukasa is a representative
partner, but the payment of fees to the said law firm is minimal and there is no other special relationship.

Committee Member Noboru Kitazawa(Career
Apr. 1976
Joined Mitsui O.S.K. Lines, Ltd.
Summary)
Jun. 2003
General Manager, Liner Business Division; Group Leader, Strategy PlanningGroup, Liner Business Division, Mitsui O.S.K. Lines, Ltd.
Jun. 2005
Executive Officer, Mitsui O.S.K. Lines, Ltd.
Jun. 2008
Managing Executive Officer, Mitsui O.S.K. Lines, Ltd.
Jun. 2010
Representative Director and President, Executive Officer, MOL Kosan Co., Ltd.
Jun. 2014
Representative Director and President, Utoc Corporation
Jun. 2018
Adviser, Utoc Corporation
Jun. 2019
Outside Director, the Company (to the present)- 34 -

Committee Member Sayuri Murakami(Career
Apr. 1984
Joined The Kobe Shimbun
Summary)Mar. 2009
General Manager, Economics Department, Editorial Bureau, The Kobe Shimbun
Mar. 2013
Deputy General Manager, Regional Research Institute, The Kobe Shimbun
Mar. 2015
Vice Chairman, Editorial Board, The Kobe Shimbun
Mar. 2017
General Manager, Tokyo Branch Office
Mar. 2019
Executive Officer and Representative, Himeji Head Office, The Kobe Shimbun
Mar. 2022
Advisor to the Editorial Bureau, The Kobe Shimbun
Jun. 2022
Coordinator, Public Relations and Endowment Division, Strategic Planning
Office; Regional Partnership Advisory Fellow (faculty member), Office for
Promoting Regional Partnership, Kobe University (to the present)
Apr. 2023
Member of the Management Council, University of Hyogo (to the present)(Note)

Ms. Sayuri Murakami will be a candidate for a member of the Independent Committee under this Proposal if she is elected as an Outside
Director under Proposal 2.

Committee Member Masaya Kakuda(Career
Apr. 1980
Joined The Sanwa Bank, Ltd. (currently MUFG Bank, Ltd.)
Summary)
Apr. 1998
Branch Manager, Higashi-Kobe Branch, The Sanwa Bank, Ltd. (currently MUFG
Bank, Ltd.)
Oct. 2002
Chief Credit Officer, Credit Division No. 3, UFJ Bank Limited (currently MUFG
Bank, Ltd.)
Jan. 2006

Branch Manager, Himeji Branch, The Bank of Tokyo-Mitsubishi, Ltd. (currently
MUFG Bank, Ltd.)

Jun. 2009

Joined THE TAISHO BANK, LTD. (currently THE TOKUSHIMA TAISHOBANK, LTD.); General Manager, Headquarters Sales DivisionJun. 2009

Executive Officer; General Manager, Headquarters Sales Department, THE
TAISHO BANK, LTD.
Director, General Manager, Headquarters Sales Division, THE TAISHO BANK,LTD.
Managing Director, THE TAISHO BANK, LTD.
General Manager, Risk Compliance Division, TOMONY Holdings, Inc.
Managing Director; General Manager, Risk Compliance Division, TOMONY
Holdings, Inc.
Director, TOMONY Holdings, Inc.; Audit & Supervisory Board Member,
TOMONY System Service, Inc.
Outside Audit & Supervisory Board Member, the Company
Director, J Resort Co., Ltd.
Director who is an Audit and Supervisory Committee Member, the Company (tothe present)

Jun. 2010
Jun. 2014
Apr. 2016
Jun. 2016
Jun. 2020
Jun. 2021
Jul. 2021
Jun. 2022- 35 -

Kazuyoshi Tsuda, Committee Member(CareerAug. 1995
Registered as a certified public accountant
Summary)
Aug. 2008
Registered as a certified tax accountant
Oct. 1990
Oct. 1998
Oct. 2000
Aug. 2003
Mar. 2008
Mar. 2008
Aug. 2008
Mar. 2015
Apr. 2016
Jun. 2016
Jun. 2021
Jun. 2022
Jun. 2022

Joined Ota Showa Audit Corporation (currently Ernst & Young ShinNihon
LLC)
Director, Inada Shokai Co., Ltd.
Joined Tohmatsu & Co. (currently Deloitte Touche Tohmatsu LLC)
Director, MMT Co., Ltd.
Representative Director, Brain Trust Co., Ltd. (to the present)
Representative, Kazuyoshi Tsuda CPA and CTA Office (to the present)
Outside Audit & Supervisory Board Member, Hirose Tusho Inc.
Outside Audit & Supervisory Board Member, Silver Egg Technology Co., Ltd.
(to the present)
Outside Director, JSH Co., Ltd. (to the present)
Director who is an Audit and Supervisory Committee Member, Hirose Tusho
Inc. (to the present)
Outside Audit & Supervisory Board Member, the Company
Outside Director who is an Audit and Supervisory Committee Member, theCompany (to the present)
Outside Director, Osaka Mazda Motor Corporation (to the present)End- 36 -

(Reference)
Major Shareholders of the Company (as of March 31, 2023)
Number of shares held
Shareholding ratio (%)(thousand shares)

Shareholder nameHanwa Co., Ltd.

8,058

14.88

The Master Trust Bank of Japan, Ltd. (trust account)

4,866

8.98

AIR WATER INC.

4,729

8.73

Osaka Gas Co., Ltd.

1,923

3.55

Custody Bank of Japan, Ltd. (trust account)

1,489

2.75

Amagasaki Seikan Co., Ltd.

1,274

2.35

CREDIT SUISSE AG HONG KONG TRUST A/C CLIENT

1,094

2.02

NIPPON STEEL TRADING CORPORATION

815

1.50

Nakayama Shareholding Mutual Prosperity Association

744

1.37

DIMENSIONAL ETF TRUST-DIMENSIONAL INTERNATIONALSMALL CAP VALUE ETF

597

1.10

(Note) Shareholding ratios are calculated excluding 8,942,937 shares of treasury stock and rounded down to two decimal places.

End- 37 -

[Reference]
I. Eligibility of Directors (excluding Directors who are Audit and Supervisory Committee Members(hereinafter “Audit and Supervisory Committee Members”)), Election Procedure, and Composition of theBoard of Directors(Selection Criteria)
Persons who meet all of the conditions set forth in the following items:
1. Possess excellent character and insight as well as superior business sense, and is familiar with various
management issues;
2. Possess company-wide perspectives and outstanding ability to make objective analysis and judgments;
3. Have the ability to state one’s own opinion proactively from a company-wide perspective;
4. Does not fall under any of the reasons for ineligibility as Director listed in the items of Article 331, Paragraph
1 of the Companies Act;
5. Hold concurrent positions as officer of no more than three (3) listed companies, excluding one’s own
company.
(Election Procedure)
1. The election of Directors (excluding Audit and Supervisory Committee Members) shall be determined byresolution of the general meeting of shareholders pursuant to the provisions of Article 21 of the Articles ofIncorporation of the Company. Candidates for Directors (excluding Audit and Supervisory Committee
Members) to be proposed to the general meeting of shareholders shall be selected by the President based on
the above criteria and referred to the Remuneration and Nomination Advisory Committee.
2. The Board of Directors shall deliberate based on the recommendations of the Remuneration and Nomination
Advisory Committee and determine the candidates for Directors (excluding Audit and Supervisory
Committee Members).
(Stance on Composition of the Board of Directors)
1. The Board of Directors shall be composed of diverse Directors (excluding Audit and Supervisory Committee
Members) and Audit and Supervisory Committee Members with different backgrounds, such as expert
knowledge and experience.
2. The appropriate number of members to ensure that the Board of Directors is able to demonstrate its efficacy
in the most effective and efficient way shall be no more than ten (10) Directors (excluding Audit andSupervisory Committee Members) and no more than five (5) Audit and Supervisory Committee Members,
pursuant to the provisions of Article 20 of the Articles of Incorporation of the Company.
3. The Board of Directors shall be structured so that the Board of Directors as a whole can fulfill its fiduciary
responsibility by complementing the functions of the Board of Directors as a whole with the diverse
experience and insight of the Directors (excluding Audit and Supervisory Committee Members) and Audit
and Supervisory Committee Members.
II. Eligibility of Audit and Supervisory Committee Members and Election Procedure(Selection Criteria)
Persons who meet all of the conditions set forth in the following items:
1. Possess excellent character and insight as well as superior business sense, and is familiar with various
management issues;
2. Possess company-wide perspectives and outstanding ability to make objective analysis and judgments;
3. Have the ability to state one’s own opinion proactively from a company-wide perspective;
4. Does not fall under any of the reasons for ineligibility as Audit and Supervisory Committee Member listed
in the items of Article 331, Paragraph 1 and Paragraph 3 of the Companies Act.
(Election Procedure)
1. The election of Audit and Supervisory Committee Members shall be determined by resolution of the general
meeting of shareholders pursuant to the provisions of Article 21 of the Articles of Incorporation of theCompany. Candidates for Audit and Supervisory Committee Members to be proposed to the general meetingof shareholders shall be selected by the President based on the above criteria and, following deliberation at- 38 -

the Remuneration and Nomination Advisory Committee, the consent of the Audit and Supervisory
Committee shall be obtained before the candidates are proposed to the Board of Directors.
2. If Audit and Supervisory Committee Members request the submission to the general meeting of shareholders
of a proposal for the election of candidates selected based on the above criteria, the Board of Directors shalldeliberate and decide on the candidates for Audit and Supervisory Committee Members.
(Concept on Composition)
1. The Audit and Supervisory Committee shall be composed of a majority of Outside Audit and Supervisory
Committee Members. The number of Audit and Supervisory Committee Members shall be no more than five(5), pursuant to the provisions of Article 20 of the Articles of Incorporation of the Company.
2. If a standing Audit and Supervisory Committee Member is to be appointed, he or she shall be selected fromamong persons in the Company with a wealth of knowledge and experience.
3. It is preferable that at least one (1) Audit and Supervisory Committee Member have considerable knowledge
and insights concerning finance and accounting.
III. Eligibility of Outside Officers and Election Procedure(Selection Criteria for Outside Directors (excluding Audit and Supervisory Committee Members)
Persons who meet all of the conditions set forth in the following items:
1. Be of sincere character with a high degree of insight and abilities, and, from the perspective of incorporating
diverse perspectives into the Company’s Board of Directors, possess extensive knowledge, experience, andachievements in one’s own background field;
2. Does not fall under any of the reasons for ineligibility as Director listed in the items of Article 331, Paragraph
1 of the Companies Act;
3. Any concurrent posts as officer of other listed companies shall be judged to ensure independence andneutrality and to not impede one’s duties;
4. Satisfy the requirements for Outside Director stipulated in Article 2, Item 15 of the Companies Act.
(Selection Criteria for Outside Audit and Supervisory Committee Members)
Persons who meet all of the conditions set forth in the following items:
1. Be of sincere character with a high degree of insight and abilities and possess a high degree of expert
knowledge and a wealth of experience particularly in fields such as the law, accounting, and corporate
management;
2. Does not fall under any of the reasons for ineligibility as Audit and Supervisory Committee Member listed
in the items of Article 331, Paragraph 1 and Paragraph 3 of the Companies Act;
3. Satisfy the requirements for Outside Director stipulated in Article 2, Item 15 of the Companies Act.
(Criteria for Independence of Outside Officers)
1) Any Outside Directors (excluding Audit and Supervisory Committee Members) or Outside Audit andSupervisory Committee Members (hereinafter, collectively “Outside Officers”) who do not fall under any of
the following criteria shall be recognized as being independent from the Company.
1. A major shareholder (i.e., a party who holds 10% or more of the total voting rights as of the end of themost recent fiscal year) of the Company or an executive thereof;
2. A party to whom the Company is a major business partner or an executive thereof;
3. A major business partner of the Company or an executive thereof;
4. The accounting auditor of the Company or its consolidated subsidiaries or a partner, etc. thereof who is
responsible for the auditing of the Company or its consolidated subsidiaries;
5. An attorney, judicial scrivener, patent attorney, certified public accountant, certified tax accountant, or
consultant, etc. who has received monetary or other economic benefit other than officer compensation in
the amount of more than 10 million yen per year from the Company (provided, however, that if the party
receiving such economic benefit is a corporation, union, or other organization, a party belonging to anorganization for which the economic benefit received from the Company is greater than 2% of theorganization’s annual revenue);
6. A major lender (i.e., a lender whose name is listed as a major lender in the business report withrespect to the most recent business year) of the Company or an executive thereof;
7. A party that has received donations from the Company in the amount of more than 10 million yen
per year (provided, however, that if the party receiving such economic benefit is a corporation, union,- 39 -

or other organization, a party who is an executive of an organization for which the economic benefit
received from the Company is greater than 2% of the organization’s annual revenue);
8. A party for whom any of 1. to 7. above applied in the past three (3) years;
9. A spouse or a close relative within the second degree of kinship of a person to whom any of 1. to 8. above
applies (limited to key persons);
10. A spouse or a close relative within the second degree of kinship of a member of the board of directors,
executive officer, director, manager, employee, or accounting advisor (in the case of a corporation, an
employee charged with such duties) of the Company or its subsidiaries;
11. A spouse or a close relative within the second degree of kinship of a person who was a member of theboard of directors, executive officer, director, manager, employee, or accounting advisor (in the case ofa corporation, an employee charged with such duties) of the Company or its subsidiaries within the past
three (3) years;
12. Any person who has a particular reason other than the above items, for being unable to fulfill their duties
as an independent Outside Officer, such as a potential conflict of interest with the Company.
2) At least one (1) of the Outside Officers recognized as having independence based on this Article shall be
designated as an Independent Officer as stipulated by a stock exchange. Outside Officers who are no longer
independent, regardless of whether or not they have been designated as such, shall immediately notify theCompany of such fact.
3) “Major business partner” in this Article refers to a party for whom the annual value of transactions with theCompany is greater than 2% of the Company’s consolidated net sales in the past three (3) business years.
IV. Other(Dismissal)
If any Director (excluding Audit and Supervisory Committee Members) or Audit and Supervisory Committee
Member (including Outside Officers in either case) no longer satisfies any of the conditions of the selection
criteria during their term of office, the required procedures shall be taken pursuant to laws and regulations.

- 40 -

Consolidated Balance Sheet(As of March 31, 2023)(Millions of yen)
Description

AmountDescription(Assets)
Current assets

Amount(Liabilities)
97,582Current liabilities

35,842

Cash and deposits

16,775

Notes and accounts payable - trade20,577

Notes and accounts receivable trade, and contract assets
Electronically recorded monetaryclaims - operating

35,908

Electronically recorded obligations operating

1,631

Short-term borrowings

2,620

Merchandise and finished goods

16,705Current portion of bonds payable

Work in process

5,632

Accounts payable - other

1,726

Raw materials and supplies

12,465

Accrued expenses

1,876

Other

680

Income taxes payable

3,270

Allowance for doubtful accounts(57)

Accrued consumption taxes

1,975
1,135

9,472

27

Non-current assets

51,204

Provision for bonuses

Property, plant and equipment

44,903

Provision for environmental measures

237

6,770

Provision for decommissioning andremoval41

13,474

Other

722

Buildings and structures, net
Machinery and equipment, net
Vehicles, net

41

Non-current liabilities

16,085Tools, furniture and fixtures, net

441

Long-term borrowings

7,629

22,992

Deferred tax liabilities

2,985

Deferred tax liabilities for land
revaluation

1,001

Land
Leased assets, net
Construction in progress
Intangible assets
Other

145
1,037

Provision for environmental measures

544

Provision for decommissioning andremovalProvision for loss on business of
subsidiaries and associates

544

233
362
119

Investments and other assets

5,756

Retirement benefit liability

2,437

Investment securities

3,150

Other

1,314

Retirement benefit asset

1,072

Total liabilities

51,927

Deferred tax assets

10

Guarantee deposits

1,364

Shareholders’ equity

93,274

Other

200

Share capital

20,044

Allowance for doubtful accounts(41)

Capital surplus

7,826

Retained earnings

66,179Treasury shares(775)(Net assets)

Accumulated other comprehensive
incomeValuation difference on available-- 41 -

3,585
1,213

for-sale securities
Deferred gains or losses on hedges
Revaluation reserve for landRemeasurements of defined benefit
plans

Total assets

148,787

2,421
(49)

Total net assets

96,859Total liabilities and net assets

148,787

Note: Figures presented in the financial statements are rounded down to the nearest million yen.

- 42 -

0Consolidated Statement of Income(April 1, 2022 - March 31, 2023)(Millions of yen)
Description

AmountNet sales

188,514

Cost of sales

162,454

Gross profit

26,060

Selling, general and administrative expenses

12,416

Operating profit

13,644Non-operating income
Interest income

55

Dividend income
Share of profit of entities accounted for using
equity method
Rental income from real estate

81
169

Other

106

68
481

Non-operating expenses
Interest expenses

207

Loss on securitization of receivables

128

Rental expenses

148

Other

268

Ordinary profit

754
13,371

Extraordinary income
Gain on sale of scraps

959

Insurance claim income

152

Gain on sale of non-current assets
Other

9
50

1,171

Extraordinary losses
Loss on retirement of non-current assets

580

Compensation for damage

152

Impairment losses

21

Other

135

Profit before income taxes

889
13,653

Income taxes-current

3,972

Income taxes-deferred(546)

Net Profit

3,426
10,227

Profit attributable to non-controlling interests－

Profit attributable to owners of parent

10,227

Note: Figures presented in the financial statements are rounded down to the nearest million yen.

- 43 -