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

Securities Code: 4112
June 5, 2023
To our shareholders:
Yuto Matsumoto
President
Hodogaya Chemical Co., Ltd.
1-9-2 Higashi-Shimbashi, Minato-ku, Tokyo

Notice of the 165th Annual General Meeting of Shareholders
We are pleased to announce the 165th Annual General Meeting of Shareholders of Hodogaya Chemical Co., Ltd. (the“Company”), which will be held as indicated below.
When convening this General Meeting of Shareholders, the Company takes measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measuresfor providing information in electronic format are to be taken) in electronic format, and posts this information on the
Company’s website. Please access the Company’s website by using the internet address shown below to review the
information.
The Company’s Website: https://www.hodogaya.co.jp/investors/ir_library/convocation/ (in Japanese)
In addition to posting items subject to measures for electronic provision on the website above, the Company also
posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). Please access the information from thewebsite below.
TSE website (Listed Company Search Service):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
Access the TSE website by using the internet address shown above, enter “Hodogaya Chemical” in “Issue name(company name)” or the Company’s securities code “4112” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information available forpublic inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational
Materials for a General Shareholders Meeting].”
If you will not be attending this General Meeting of Shareholders in person, you may exercise your voting
rights beforehand either in writing, via Smart Exercise, or via the Internet. Please review the Reference
Documents for the General Meeting of Shareholders and exercise your voting rights no later than 5:45 p.m.,
Monday, June 26, 2023 (Japan standard time).
1. Date and Time: Tuesday, June 27, 2023 at 10:00 a.m. (Reception starts at 9:00 a.m.)
2. Venue:
Main hall, 2nd floor, The Industry Club of Japan
1-4-6 Marunouchi, Chiyoda-Ku, Tokyo(Please refer to the information map at the end of this notice.)
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 165th fiscal year (from April 1, 2022
to March 31, 2023), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit & Supervisory Committee
2. The Non-consolidated Financial Statements for the 165th fiscal year (from April 1, 2022 to March 31, 2023)-1-

Matters to be resolved:
Proposal No. 1
Continuation of Countermeasures Against Large-Scale Purchases of the Company’s
Shares, etc. (Takeover Defense Measures)
Proposal No. 2
Election of Three Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)
Proposal No. 3
Election of Four Directors Who Are Audit & Supervisory Committee Members
Proposal No. 4
Election of Two Substitute Directors Who Are Audit & Supervisory Committee
Members
Proposal No. 5
Introduction of Performance-linked Stock Compensation Plan for Directors (Excluding
Directors Who Are Audit & Supervisory Committee Members)

Matters Decided Regarding the Convocation--

For this General Meeting of Shareholders, we have decided to deliver paper-based documents stating the items subject to measuresfor electronic provision to all shareholders, regardless of whether or not they have requested the delivery of such documents. However,of the items subject to measures for electronic provision, the following items are not included in the paper-based documents to bedelivered to shareholders in accordance with laws and regulations and Article 16, paragraph 2 of the Company’s Articles ofIncorporation.
- “Principal Offices, Plants and Laboratories,” “Principal Lenders,” “Status of Financial Auditor,” “Matters Concerning Shares,”“Enhancement and Strengthening of Corporate Governance,” “Systems to Ensure Appropriateness of Operations,” and “Basic
Policies Regarding the Way a Person is to Control the Determination of Financial and Business Policies of the Company” of theBusiness Report- “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements” of the Consolidated Financial
Statements- “Non-consolidated Statement of Changes in Equity” and “Notes to Non-consolidated Financial Statements” of the Nonconsolidated Financial Statements
Accordingly, the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements included in thepaper-based documents are part of the documents that were subject to audits by the Financial Auditor in preparing the accounting
audit report and the Audit & Supervisory Committee in preparing the audit report.
If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before
and after the revisions will be posted on each of the websites where the information is posted.
When exercising voting rights by mail (in writing), if you submit the form without indicating your approval or disapproval for each
proposal, it will be deemed that you indicated your approval.
If you exercise your voting rights in duplicate both by mail (in writing) and via the internet, the Company will only deem yourexercise via the internet valid.
If you exercise your voting rights via the internet more than once, the last exercise shall be deemed to be valid.
The Company’s Website: https://www.hodogaya.co.jp/

Guide to the Exercise of Voting Rights
Attending the meeting in person
Please bring the enclosed voting form and submit it to the reception desk on the day of the meeting.
Date and Time: Tuesday, June 27, 2023, at 10:00 a.m. (JST)
Venue: Main hall, 2nd floor, The Industry Club of Japan
Exercise of voting rights by mail (in writing)
Please indicate your approval or disapproval of the proposals in the enclosed voting form and then return the form to
the Company.
* Please use the enclosed “Voting form writing protection sticker.”
Deadline for Exercising Voting Rights: Received by 5:45 p.m. on Monday, June 26, 2023 (JST).
Exercise of voting rights by Smart Vote or the internet
Please access the website (https://soukai.mizuho-tb.co.jp/) via a smartphone or computer, and enter your vote of
approval or disapproval of each proposal by using the voting right exercise code and password shown on the enclosed
voting form and following on-screen instructions. Please refer page 4. (Only available in Japanese version)
Deadline for Exercising Voting Rights: All data entry to be completed no later than 5:45 p.m. on Monday, June 26,
2023 (JST).

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Reference Documents for General Meeting of Shareholders
Proposal No. 1

Continuation of Countermeasures Against Large-Scale Purchases of the Company’s Shares, etc.
(Takeover Defense Measures)

Hodogaya Chemical Co., Ltd. (hereinafter, the “Company”) obtained the approval from the shareholders of theCompany at the 156th Annual General Meeting of Shareholders held on June 26, 2014 to introduce “Plan forCountermeasures Against Large-Scale Purchases of Company’s Shares, etc. (Takeover Defense Measures),” andsubsequently obtained the approval to continue the Plan for Countermeasures Against Large-Scale Purchases ofCompany’s Shares, etc. (Takeover Defense Measures) at the 159th Annual General Meeting of Shareholders held on
June 28, 2017 (hereinafter, the “Current Plan”) and the 162nd Annual General Meeting of Shareholders held on June24, 2020. However, the Current Plan will expire at the conclusion this Annual General Meeting of Shareholders.
In light of changes in the social and economic circumstances, trends in the practice of takeover defense measures,etc., including those changes and trends since the Current Plan was continued, the Company has conducted a reviewof the Current Plan from the perspective of securing and enhancing the corporate value and the common interest of
its shareholders, to consider the merits of continuing the Current Plan and the need to make any revisions.
As a result, the Company has determined that, even at present, it continues to be necessary for the Company to havetakeover defense measures in place because of the possibility of a large-scale acquisitions of the Company sharesthat does not benefit the Company’s corporate value in the medium to long term and the common interest of its
shareholders, in addition to concerns that with Japan’s tender offer system, the time and procedures provided forshareholders to review the appropriateness of the acquisitions are insufficient.
The Company decided, at the Board of Directors Meeting held on May 15, 2023, to continue the Current Plan, withpartial amendment (the Current Plan after amendment hereinafter referred to as the “Plan”) under the “Basic Policies
Regarding the Way a Person is to Control the Determination of Financial and Business Policies of the Company” (i.e.
the “Basic Policies” as defined in Article 118, item (iii) of the Regulation for Enforcement of the Companies Act),
subject to shareholders’ approval at the this General Meeting of Shareholders.
The shareholders are hereby requested to approve the continuation of the Plan in accordance with the provision of
Article 19 of the Articles of Incorporation of the Company.
The Plan has the following features:
1. In order to prevent abusive exercise, etc. of the Plan by the Company’s Board of Directors, the Independent
Committee, composed of members who are independent of management involved in business execution of theCompany, shall make recommendations to the Board of Directors as to whether or not the Purchaser is complying
with the Plan, and the Board of Directors shall respect to the maximum extent any recommendation made by the
Independent Committee.
2. Even when the Purchaser complies with the Large-Scale Purchase Rules, in cases where it is recognized thatsignificant harm would be caused to the corporate value of the Company, and in turn to the common interest of
the shareholders of the Company, the Independent Committee shall be consulted, and in the event that the
Independent Committee recommends that the resolution of a general meeting of shareholders of the Company
should be sought in relation to whether or not to exercise the Plan, the Board of Directors of the Company shallconvene a general meeting of shareholders of the Company without fail, and confirm the intent of the Company’s
shareholders regarding the implementation of the Counter measures (the gratis allotment of the Stock Acquisition
Rights).
3. In cases where the Board of Directors of the Company judges that the Purchaser is not complying with the LargeScale Purchase Rules, the Board of Directors shall consult the Independent Committee in relation to whether or
not the Large-Scale Purchase Rules is being complied with, and in the event that the Independent Committee
recommends that the Large-Scale Purchase Rules is not being complied with, and that the Countermeasures
should be exercised, a general meeting of shareholders shall be convened without fail, and the matter of
exercising the Countermeasures shall be referred to the general meeting of the shareholders of the Company.
4. In order to prevent the abuse of exercise, etc. of the Plan by the Company’s Board of Directors, “cases where it
is recognized that significant harm would be caused to the corporate value of the Company, and in turn to thecommon interest of the shareholders of the Company” shall be limited to the so-called Four Types cited by the
Tokyo High Court and the coercive two-tier tender offer.

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5. The legal rights and economic interests of the shareholders of the Company, other than those of entities deemed
inappropriate according to the Company’s Basic Policies, shall not be infringed upon by the exercise ofCountermeasures.
I.

Basic Policies Regarding the Way a Person is to Control the Determination of Financial and Business Policiesof the Company
The strength of the Company group (the “Group”) lies in the highly specialized abilities of each of the Group
companies in their respective field, such as in Functional Colorants, Specialty Polymers, Basic Chemicals,
Agro-Science and Logistics.
Within the Group, each company has a tripartite structure consisting of R&D, production and sales departments,
responding to the many and varied requests of customers and leveraging unique technology and network to
consistently provide high-quality products and services.
This in turn has led to favorable perceptions for the Group as a whole, and to building strong relationships of
mutual trust with customers.
In order to further enhance such strength of the Group, we will continue with our efforts as a Group to maintainadvantages in cost competitiveness, profitability, and resiliency to risks.
In Growth Businesses and Cultivation Businesses, we will weigh the allocation of management resources so as
to further reinforce and expand the businesses.
In addition, by further expanding applications of technologies and know-how in the areas in which we excel,
centered on organic composites, we will promote the shift of the Group as a whole towards higher functionality
and higher added value, in order to provide products and services that will increase customer satisfaction.
We believe that, in addition to demonstrating in this way the synergistic effects between Group companies
focused on specialized technology in their respective fields, aiming to become a corporate group that createshigh functionality and high added value by expanding applications of our expert technologies and know-how
will contribute to the common interest of the Company and shareholders, as well as enhancing corporate value.
Accordingly, it is our view that a person who controls the determination of financial and business policies of
the Company must fully understand its corporate philosophy and the source of its corporate value, and must
aim to secure and enhance both the corporate value of the Company and in turn the common interest of its
shareholders.

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II.

Measures to help implementation of the Basic Policies
Strengthening existing businesses
From April 2021, the Group began the mid-term management plan “SPEED 25/30.” The name of the planis based on combining the first letters of Specialty products (S), Portfolio (P), Engagement (E), ESG
management (E), and DX (D), which reflect how we will speedily transform ourselves into our target figure
by FY2025 and our ideal figure by FY2030. In addition, the Group recognizes that the process of solvingsocial issues through business and CSR is also the process of creating corporate value, and will continue
to provide high-quality products and services throughout the world and contribute to the creation of anenvironmentally conscious society.
Management Philosophy and Mid-term Management Plan “SPEED 25/30”-5-In developing the mid-term management plan that spans a 10-year period from April 2021 to FY2030, theGroup recognized megatrends through 2050 to establish a “target figure” for FY2030. From there webackcasted to imagine a 10-year growth scenario.
For the first five years, considered phase 1 of “SPEED 25/30,” the Group will strengthen existing
businesses and develop new products in order to ensure solid progress for the “Business Strategy Roadmap”
promoted by the Group.
In order for the Group to continue to grow, it is essential to develop products and services that are beneficial
for the “harmony between chemistry and environment” as well as accelerate measures for sustainability
within the organizational structure to contribute to a sustainable planet and society. To this end, “SPEED
25/30” specifies that the Sustainability Development Committee acts as the core organization that will
strive to ensure sustainability from the dimensions of governance, risk management, and strategy. The
Group will continue to adhere to its corporate philosophy that expresses the contribution to the creation ofan environmentally conscious society in the pursuit of industrial and economic development and therealization of a fulfilling life for people.
Phase 1: Achieve the Group’s “target figure” by FY2025

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III.

Measures to prevent decisions on financial and business policies of the Company from being controlled byinappropriate parties in the context of its Basic Policies
1. Purpose of the Plan
The Company will continue the Current Plan for the purpose of ensuring and enhancing the corporate valueof the Company and ultimately the common interests of its shareholders by promptly and accurately taking
appropriate countermeasures against large-scale purchases that could harm them. This approach is inaccordance with the Basic Policies set out in Section Ⅰ above and is also necessary for promoting theinitiatives described in Section II.
Based on such recognition, the Company determined to renew the Current Plan as a framework in the eventthat large-scale purchases defined in 2. 1) is conducted for judgment by the shareholders on whether or not
such large-scale purchases are detrimental to the Company’s corporate value and the common interests ofshareholders; provision of necessary information on the large-scale purchases beforehand to enable theBoard of Directors to negotiate with the Purchaser as defined in 2. 1) on the shareholders’ behalf; and the
securing the time necessary for evaluation, examination, negotiation, formation of opinion and formulationof an alternative proposal.
2. Details of the Plan
Procedures related to the Plan are as described in “Overview of Takeover Defense Measures” in Attachment
2 on page 17, however this is a reference document created for the sake of convenience and with the aimof assisting shareholders in their understanding of the Plan. A detailed explanation is as follows:
1) Purchases subject to countermeasures
Countermeasures based on the Plan may be applied in cases that fall under (1), (2) or (3) or any
similar action (excluding such actions the Company’s Board of Directors have approved in advance.
Such actions will hereinafter be referred to as “Large-Scale Purchases” and a party who makes or
intends to make Large-Scale Purchases alone or jointly in concert with other parties will hereinafter
be referred to as “Purchaser”).
(1) Purchases of shares, etc. issued by the Company (Note 1) resulting in the ownership ratio ofshares, etc. (Note 2) of the purchaser reaching or exceeding 20%(2) Tender offers for shares, etc. issued by the Company (Note 3), which would result in theownership ratio of shares, etc. (Note 4) of the tender offerer and the ownership ratio of shares,
etc. of specially related parties (note 5) of the tender offerer reaching or exceeding 20%(3) Regardless of whether the actions stipulated in (1) or (2) above are carried out, any agreement
or action by a specific shareholder of the Company with another shareholder of the Company(includes multiple shareholders; the same applies hereinafter in (3).) that results in the othersuch shareholder becoming a joint holder of the specified shareholder, or any actions (Note 7)
between such specified shareholder and other shareholder that establishes a relationship where
one substantially controls the other or where such shareholders act jointly or in concert (Note6) (However, this is limited to cases where the total ownership ratio of shares or total ownership
ratio of shares, etc. issued by the Company of such specified shareholder and other shareholder
reaching or exceeding 20%)
Notes:

1. “Shares, etc.” means “Share Certificates, etc.” as defined in Article 27-23, Paragraph 1 of the Financial
Instruments and Exchange Act.
2. “Ownership ratio of shares, etc.” means the “Ownership Ratio of Share Certificates, etc.” as defined in
Article 27-23, Paragraph 4 of the Financial Instruments and Exchange Act.
The same shall apply hereinafter, but in calculating the ownership ratio of shares, etc.,(1) “Specially Related Parties” as defined in Article 27-2, Paragraph 7 of the Financial Instruments andExchange Act, and (2) investment banks, securities companies, and other financial institutions that haveconcluded financial advisor agreements with specific shareholders of the Company, as well as tenderoffer representatives and underwriting securities companies (hereinafter, “contracted financial
institutions, etc.”) of Large-Scale Purchasers, shall be deemed joint holders with specific shareholdersof the Company.
Moreover, in calculating the ownership ratio of shares, etc., with regard to the total number of sharesissued by the Company, the most recent number disclosed by the Company can be referenced.
3. “Shares, etc.” means “Shares Certificates, etc.” as defined in Article 27-2, Paragraph 1 of the Financial
Instruments and Exchange Act.

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4. “Ownership ratio of shares, etc.” means the “Ownership Ratio of Share Certificates, etc.” as defined in
Article 27-2, Paragraph 8 of the Financial Instruments and Exchange Act.
The same shall apply hereinafter, but in calculating the ownership ratio of shares, etc., with regard to
the total number of voting rights, the most recent number disclosed by the Company can be referenced.
5. “Specially related party” means “Specially Related Party” as defined in Article 27-2, Paragraph 7 of the
Financial Instruments and Exchange Act.
However, the parties set forth in item (i) of that paragraph shall exclude those who are prescribed in
Article 3, Paragraph 2 of the Cabinet Office Ordinance on Disclosure Required for Tender Offer for
Share Certificates, etc. by Person Other than Issuer.
Also, (1) joint holders and (2) contracted financial institutions, etc. shall be deemed as specially relatedparties of the specific shareholders of the Company. The same shall apply hereinafter unless otherwiseprescribed.
6. The determination of whether or not a “relationship between a specified shareholder and othershareholder where one substantially controls the other or where such shareholders act jointly or inconcert” was established is based on the formation of new investment relationships, business alliancerelationships, transaction and contract relationships, funding relationships, credit relationships,
substantial interests in shares of the Company through derivatives and stock lending, etc., as well as
direct and indirect effects of such specified shareholder group and other shareholders on the Company.
7. Whether or not actions stipulated in (3) above have occurred will be rationally determined by theCompany’s Board of Directors (Such determination will respect to the fullest extent possible therecommendations of the Independent Committee.). The Company’s Board of Directors may, to theextent necessary for the determination of whether such actions stipulated in (3) above have occurred,
request that the Company’s shareholders provide necessary information.

2)

Establishment of the Large-Scale Purchase Rules (The details of the Large-Scale Purchase Rules are
as follows.)(1) Submission of Purchaser’s Statement
In cases where a Purchaser is attempting to conduct Large-Scale Purchases, they must firstsubmit a Purchaser’s Statement addressed to the Representative Director and President of theCompany, including a statement to the effect that they will abide by the following the LargeScale Purchase Rules, in Japanese:(i) Outline of the Purchasera) Name and address or location of officesb) Law governing the incorporationc) Name of representatived) Contact details in Japane) Purpose and business description of the company, etc.
f) Major shareholders or equity holders (overview of 10 largest holders in terms ofownership ratio of shares or equity holding ratio)(ii) Overview of Large-Scale Purchases being conducted by Purchaser(including the class and number of shares, etc. of the Company that the Purchaser intends
to purchase through the Large-Scale Purchases, and the purpose of the Large-Scale
Purchases)(iii) The number of shares, etc. of the Company currently held by the Purchaser, and detailsof transactions by the Purchaser involving the shares, etc. of the Company during theperiod of 60 days immediately preceding the date of submission of the Purchaser’s
Statement
In addition, when submitting the Purchaser’s Statement, documents proving the existence of
the Large-Scale Purchases, such as certified copies of the company registration, and copies of
the articles of incorporation, must be attached (including a Japanese translation for those notoriginally written in Japanese).
The Company shall, in accordance with applicable laws and regulations and the rules offinancial instruments exchanges, disclose at an appropriate time and using an appropriate
method, that it has received the Purchaser’s Statement, and provide information deemednecessary for shareholders to make a decision.

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(2)

Provision of Large-Scale Purchases Information
The Board of Directors of the Company shall, within 10 working days (not including the firstday) of receiving the Purchaser’s Statement, deliver to the Purchaser a list of necessary andsufficient information that the Purchaser is required to provide to enable shareholders of theCompany to make a decision, and the Board of Directors of the Company to form an opinion,
etc. (hereinafter, the “Large-Scale Purchases Information”)
The Purchaser shall submit the Large-Scale Purchases Information in writing, in Japanese, andaddressed to the Representative Director and President of the Company.
The specifics of the Large-Scale Purchases Information vary depending on the attributes of thePurchaser, the details of the Large-Scale Purchases, etc., but a partial list of general items is asfollows:(i) Details of the Purchaser and its associated group (including joint holders, specially relatedparties, partners (in the case of funds), and other members), including name, businessdescription, career summary or corporate history, capital structure, financial details,
history of past acquisitions and large-scale acquisitions, experience in businesses similar
to those of the Company and the Group, past infringement, if any, of laws and regulations)(ii) Purpose, methods of implementation and details of the Large-Scale Purchases (including
the value and type of consideration offered for the Large-Scale Purchases, timing of theLarge-Scale Purchases, mechanisms of related transactions, lawfulness of the methods
used to implement the Large-Scale Purchases, and the feasibility of the Large-Scale
Purchases)(iii) Basis for the calculation of the consideration offered for the Large-Scale Purchases(including the assumptions and facts of the calculation; the method of calculation,
numerical information used in the calculation, the details of and basis for the synergy
expected to arise from the series of transactions related to the Large-Scale Purchases)(iv) Supporting documents explaining the source of funds for the Large-Scale Purchases(including the specific name of the provider of the funds [including substantial providersof funds], funding methods and the details of any related transactions)(v) Management policy, business plan, financial plan, capital policy and dividend policy for
the Company and the Group after the execution of the Large-Scale Purchases, anticipatedcandidates for member of management subsequent to the Purchaser’s involvement in the
management of the Company and the Group (including information related to experiencein businesses similar to those of the Company and the Group), etc.
(vi) Measures to be taken after the execution of the Large-Scale Purchases for the consistentand sustainable improvement of corporate value of the Company and the Group, and thecommon interest of shareholders (including measures to utilize the Company’s patents
and brands, etc.)
From the perspective of seeking to speed up procedures based on the Large-Scale Purchase
Rules, the Board of Directors of the Company may, if necessary, impose a deadline on thePurchaser in relation to their response to the requested provision of information.
Nevertheless, in cases where the Purchaser requests an extension on reasonable grounds, thedeadline may be extended.
The Board of Directors of the Company shall submit the information provided by the Purchaser
to a detailed inspection, and refer to the opinions of external experts such as financial advisers,
certified public accountants, and lawyers (hereinafter, “external experts”).
In cases where it is subsequently judged that what is provided by the Purchaser is insufficientin terms of Large-Scale Purchases Information, the Board of Directors of the Company shallreceive advice from the Independent Committee as set forth in 3) below, and after setting areasonable deadline of not more than 60 days counted from the day on which the original listof Large-Scale Purchases Information was delivered, request that additional information should
be provided by the Purchaser until the Large-Scale Purchases Information is deemed adequate.
-9-In addition, the Board of Directors consult with the Independent Committee in cases where,
despite the Board of Directors of the Company having requested additional information related
to the Large-Scale Purchases Information, the Purchaser provides a reasonable explanation as
to why some of the information cannot be provided, and also when contemplating whether or
not the information provided by the Purchaser is adequate in terms of Large-Scale Purchases
information. When such consultation is made, the Independent Committee shall deliberate thematter, with appropriate input from external experts, and make recommendations to the Boardof Directors.
The Board of Directors shall respect to the maximum extent any recommendation of the
Independent Committee.
Also, the Company shall, in accordance with applicable laws and regulations and the rules offinancial instruments exchanges, and at an appropriate time and using an appropriate method,
disclose from among the information provided by the Purchaser those items deemed necessary
for shareholders to make a decision.
In addition, if the Board of Directors determines that the provision of Large-Scale Purchases
Information by the Purchaser has been completed, in addition to notifying the Purchaser to thiseffect (hereinafter, “notification of completion of information provision”), the Company shall,in accordance with applicable laws and regulations and the rules of financial instruments
exchanges, and at an appropriate time and using an appropriate method, disclose this fact.
(3)

Setting the Board of Directors evaluation period
The Board of Directors of the Company shall set either of the periods listed in (i) and (ii) below(in either case, the first day not included) as a period for evaluation, examination, negotiation,
opinion formation, and development of an alternative proposal by the Board of Directors of theCompany (hereinafter the “Board of Directors evaluation period”).
(i) In the case of a Large-Scale Purchases by means of a tender offer for all shares, etc. of
the Company using only cash (Japanese yen) as consideration, a period of up to 60 days
from the date on which the Board of Directors gave notification of completion of
information provision(ii) In the case of any other kind of Large-Scale Purchases, a period of up to 90 days from thedate on which the Board of Directors gave notification of completion of information
provision
During the Board of Directors evaluation period, the Board of Directors shall, based on the
Large-Scale Purchases Information provided by the Purchaser, take advice from external
experts as appropriate while fully evaluating and considering the Purchaser, the specific detailsof the Large-Scale Purchases, and the impact of the Large-Scale Purchases on the corporate
value of the Company and by extension the common interest of shareholders of the Company.
After carefully forming an opinion as the Board of Directors in relation to the Large-Scale
Purchases, in addition to notifying the Purchaser, the Company shall, in accordance withapplicable laws and regulations and the rules of financial instruments exchanges, and at an
appropriate time and using an appropriate method, disclose this opinion.
In addition, the Company may negotiate with the Purchaser regarding conditions and methods,
etc. of the Large-Scale Purchases, as necessary, and the Board of Directors may additionallypresent an alternative proposal to shareholders of the Company.
In cases where for unavoidable reasons the Board of Directors is unable to form its opinion
during the Board of Directors evaluation period, the Board of Directors may consult with the
Independent Committee regarding the possibility of extending the Board of Directors
evaluation period, explaining the necessity and the rationale of the extension. Based on the- 10 -

recommendation of the Independent Committee, the Board of Directors may extend the Boardof Directors evaluation period by up to 30 days.
In the event that the Board of Directors of the Company resolves to extend the Board of
Directors evaluation period, the specific period thus determined, and the reason for the specificperiod being deemed necessary shall, in accordance with applicable laws and regulations andthe rules of financial instruments exchanges, and at an appropriate time and using an appropriate
method, be disclosed.
The Purchaser may commence the Large-Scale Purchases only after the Board of Directors
evaluation period has elapsed.
In addition, when a General Meeting of Shareholders of the Company is held to confirm thewill of the shareholders in accordance with 3) (4) below, the Purchaser must not begin the
Large-Scale Purchases until the conclusion of the General Meeting of Shareholders.
3)

Establishing an Independent Committee and holding a General Meeting of Shareholders of theCompany(1) Establishing an Independent Committee
The Board of Directors makes the final judgment on whether or not the Large-Scale Purchase
Rules have been complied, and, when they are complied, makes the final decision whether or
not to execute certain countermeasures deemed necessary and appropriate to secure or improve
the Company’s corporate value as well as the common interest of shareholders of the Company.
In order to ensure objectivity and neutrality in making such decisions, the Company shallestablish an Independent Committee as an organization independent of the Board of Directorsof the Company.
The Independent Committee shall consist of at least three members, who shall be selected by
the Board of Directors from among experienced external parties such as outside Directors,
lawyers, certified public accountants, distinguished academics, persons familiar withinvestment banking operations, and directors or executive officers of other companies(hereinafter, “outside experts”).
A total of three members, Shuji Kato, Masaki Sakai and Shinobu Fujino, are expected to assume
positions in the Independent Committee subject to the approval at this General Meeting of
Shareholders regarding the proposal for the appointment of Directors who are Audit &Supervisory Committee Members.
The career summaries of each Committee member are as shown in Attachment 3 on page 18,“Career Summary of the Independent Committee Members.”(2)

Consultation with the Independent Committee
When the Board of Directors determines that the Large-Scale Purchase Rules are not being
complied, or that they are being obeyed but nevertheless countermeasures should be exercised,
it must consult the Independent Committee without fail.
Also, in cases where there are doubts as to whether the Large-Scale Purchases Information
provided by the Purchaser is adequate, or in other cases where the Board of Directors deems it
necessary, the Independent Committee may be consulted.
In the case of either consultation, the Independent Committee may, at the Company’s expense,
seek the opinions of external experts as necessary and appropriate, and after considering mattersassociated with the consultation, provide advice to the Board of Directors of the Company.
The Board of Directors shall pay utmost respect to the recommendations of the Independent
Committee.

(3)

Providing information to the Independent Committee- 11 -

The Independent Committee may request the Board of Directors to provide necessary
information such as the information provided by the Purchaser, as needed, and when such
requests are made, the Board of Directors shall provide the information to the Independent
Committee.
(4)

Holding a General Meeting of Shareholders of the Company
The Board of Directors of the Company shall submit a proposal for the gratis allotment of shareacquisition rights as described in Attachment 4 on pages 19 to 20 “Overview of the allotmentof the share acquisition rights” (hereinafter, the “Share Acquisition Rights”) at a General
Meeting of Shareholders of the Company in accordance with Article 20, Paragraph 1 of the
Articles of Incorporation.
The Purchaser must not commence until a resolution has been made at the General Meeting of
Shareholders of the Company concerning the countermeasures.
In the event that this proposal is approved at the General Meeting of Shareholders, the gratis
allotment of share acquisition rights shall be carried out.

4)

Requirements for invoking countermeasures(1) In cases where the Purchaser does not comply with the Large-Scale Purchase Rules
In cases where the Board of Directors of the Company judges that a Purchaser does not comply
with the Large-Scale Purchase Rules, the Board of Directors shall consult the Independent
Committee in relation to whether or not the Large-Scale Purchase Rules are being compliedwith.
When determining whether or not the Large-Scale Purchase Rules have been complied with,various facts on the side of the Purchaser shall be fully assessed, and a Purchaser shall not be
deemed as not complying with the large-scale purchase rules solely for the reason that part of
the Large-Scale Purchases Information has not been provided.
In the event that the Independent Committee advises that the Large-Scale Purchase Rules havenot been complied with, and that countermeasures should be exercised, a General Meeting of
Shareholders of the Company shall be convened without fail, and a proposal shall be submitted
at that General meeting of Shareholders in relation to the gratis allotment of share acquisitionrights, in accordance with Article 20, Paragraph 1 of the Articles of Incorporation.
The specifics of countermeasures are as described in 5).
(2)

In cases where the Purchaser complies with the Large-Scale Purchase Rules
In cases where the Purchaser complies with the Large-Scale Purchase Rules, even if the Boardof Directors of the Company is opposed to the Large-Scale Purchases, although it expresses
opposing opinions, presents alternative proposals, works on persuading shareholders not to sell
their shares, etc., in principle, the countermeasures shall not be exercised against such LargeScale Purchases.
The decision as to whether or not to accept the proposal of the Purchaser shall be made by each
Shareholder of the Company after considering the details of the Large-Scale Purchases, theopinion, alternative proposals provided by the Board of Directors of the Company, etc.
However, even in cases where the Purchaser complies with the Large-Scale Purchase Rules, if
it is recognized that the Large-Scale Purchases would cause significant harm to the corporate
value of the Company, and in turn to the common interest of shareholders of the Company, theIndependent Committee shall be consulted. In the event that the Independent Committee
advises that the opinion of the General Meeting of Shareholders of the Company should besought in relation to whether or not to exercise countermeasures, the Board of Directors of theCompany shall convene a General Meeting of Shareholders of the Company without fail, andsubmit at that General Meeting of Shareholders a proposal in relation to the gratis allotment ofshare acquisition rights, in accordance with Article 20, Paragraph 1 of the Articles ofIncorporation.
- 12 -

Specifically, in cases where the proposed Large-Scale Purchases is found to fall under any of
the types of Cases listed in Attachment 5 “Cases where it is recognized that significant harm
would be caused to the corporate value of the Company, and in turn to the common interest ofshareholders” on page 21, in principle, the Large-Scale Purchases will be deemed to be one thatwould significantly undermine the corporate value of the Company and the common interest ofshareholders of the Company.
The specifics of countermeasures are as described in 5).
5)Specifics of countermeasures
The Board of Directors of the Company will bring before the Company’s General Meeting of
Shareholders such gratis allotment of Share Acquisition Rights (Article 277 of the Companies Act)in accordance with Article 20 Paragraph 1 of the Articles of Incorporation.

6)

Discontinuation of countermeasures or revocation of the decision to invoke countermeasures (nottaken), etc.
In 5) above, in cases where, after the General Meeting of shareholders of the Company has decided
to devise and implement specific countermeasures, the Board of Directors judges that the exercise ofcountermeasures is no longer appropriate, such as when the Purchaser revokes or changes the LargeScale Purchases, the Independent Committee shall be consulted regarding this judgment, and after
giving due consideration to its recommendation, the countermeasures may be discontinued or
revoked (not taken).
After carrying out a gratis allocation of Share Acquisition Rights, if the Purchaser revokes or changes
the Large-Scale Purchases, causing the Board of Directors of the Company to judge that the exerciseof countermeasures is no longer appropriate, the Independent Committee shall be consulted. Afterthe recommendation of the Independent Committee, the Board of Directors may, up to the date on
which the Share Acquisition Rights come into effect, abort the gratis allotment of Share Acquisition
Rights. The Company shall be able to terminate the countermeasures by means of acquiring the Share
Acquisition Rights without contribution up until the day immediately preceding the start date of theexercise period.
In cases where the countermeasures are terminated or revoked (not taken) in this way, the Company
shall, in accordance with applicable laws and regulations and the rules of financial instruments
exchanges, and at an appropriate time and using an appropriate method, disclose this decision withitems which the Independent Committee deems necessary.

7)

Effective period, abolition, and change of takeover defense measures
The effective period of the Plan is to expire at the conclusion of the 168th Annual General Meetingof Shareholders of the Company, scheduled to be held in June 2026.
In addition, even before the expiration of the effective period, in cases where(1) the Plan is not approved at this Annual General Meeting of Shareholders of the Company, or(2) a proposal to abolish or amend the Plan is approved at a General Meeting of Shareholders of theCompany, or(3) the Board of Directors approves a resolution to abolish or amend the Plan,the Plan may be abolished or amended at that point in time.

3. Rationality and fairness of the Plan
1) The Plan respects Shareholders’ intention.
This Plan shall continue upon approval of the shareholders at this General Meeting of Shareholders.
The Plan shall be altered or abolished even after the approval of the Plan with the resolution to do so
at a general meeting of shareholders. Therefore, opinion of Shareholders of the Company shall befully respected at introduction, alternation and abolishment of the Plan.

- 13 -

Also, even before the expiration of the effective period for the Plan, we will consider updating thePlan as necessary, based on revisions to relevant laws and regulations, but for substantial changes orabolition, we will consult with a general meeting of shareholders in the form of a proposal.
Because the term of office of Directors of the Company (excluding Directors who are Audit &Supervisory Board Members) is one year, even during the effective period for the Plan, the will of
shareholders with regard to the continuation of the Plan shall be reflected through the exercise of
voting rights in relation to proposals to elect Directors at the Annual General Meeting of Shareholders.
2)

The Plan satisfies the requirements of the guidelines on takeover defense measures.
The Plan satisfies all three principles (1. principle of protecting and enhancing corporate value andcommon interest of shareholders, 2. principle of prior disclosure and shareholders’ decision, and 3.
principle of ensuring the necessity and reasonableness of defensive measures) prescribed in the“Guidelines Regarding Takeover Defense for the Purposes of Protection and Enhancement ofCorporate Value and Shareholders’ Common Interest” jointly published by the Ministry of Economy,
Trade and Industry and the Ministry of Justice on May 27, 2005.
It also takes into account the “Takeover Defense Measures in Light of Recent Environmental Changes”
published by the Corporate Value Study Group on June 30, 2008.

3)

The Plan is continued for the purpose of protecting and enhancing corporate value of the Company
and the common interest of Shareholders.
The Plan, as described in 2. 2) above, require a Purchaser to provide necessary information and ensure
the necessary time in relation to the Large-Scale Purchases beforehand, enabling the Board of
Directors of the Company to evaluate, investigate, negotiate, form opinions and draw up alternative
proposals in relation to the Large-Scale Purchases.
As a result, shareholders can make an appropriate judgment with regard to whether or not the LargeScale Purchases should be accepted.
In other words, the Plan is being continued in order to suppress Large-Scale Purchases that harm thecorporate value of the Company and conflict with the common interest of shareholders.

4)

Reasonable and objective requirements for invoking countermeasures
The countermeasures against Large-Scale Purchases in the Plan is set up so that it will not be
exercised unless reasonable and objective requirements are satisfied, and disclosed in advance, thus
providing a mechanism to ensure that it is not exercised arbitrarily by the Board of Directors of theCompany.

5)

Establishment of Independent Committee and obtaining of advice from external experts
An Independent Committee will be established by the Company as an organ to prevent arbitrary
judgments by the Board of Directors.
The Independent Committee consists of at least three members selected from among outside directors
and outside experts, who are independent of the directors of the Company who execute business. It
advises the Board of Directors on such matters as whether or not countermeasures should be exercised,
the convening of general meetings of shareholders of the Company to confirm the intention ofshareholders, and extension of the Board of Directors evaluation period.
The Board of Directors shall pay utmost respect to such advice, and it makes resolutions as an organ
under the Companies Act.

6)

The Plan are not a dead-hand type or slow-hand type takeover defense plan.
The Plan may be abolished by the Board of Directors of the Company appointed by the majority of
the Shareholders of the Company. That makes the Plan not being a dead-hand takeover defense
measure (a takeover defense measure in which even if a majority members of the Board of Directors
are replaced, the triggering of the measure cannot be stopped).
- 14 -

Also, as the term of office of the Company’s Director is one (1) year and the Company has not
adopted a system of staggered term of office for the board of directors, the Plan is not a slow-handtakeover defense measure (a takeover defense measure in which the triggering of the measure takes
more time to stop due to the fact that all members of the board of directors cannot be replaced atonce.)
4. Impact on shareholders and investors
1) Impact on shareholders and investors by the resolution of the PlanAt the time at which the Plan is resolved at the 165th General Meeting of Shareholders, the gratis
allotment of Share Acquisition Rights itself will not be carried out.
Accordingly, the Plan does not directly have any specific impact on the legal rights or economic
benefits related to shares of the Company held by shareholders.
2)

Impact on shareholders and investors at the time of gratis allotment of the Share Acquisition Rights
In cases where the Board of Directors makes the decision to exercise countermeasures, and passes a
resolution in relation to the gratis allotment of Share Acquisition Rights in accordance with the Plan,
all shareholders registered or recorded in the final shareholder registry on a reference date to be
specified separately shall be allotted the Share Acquisition Rights without contribution, at a rate of atleast 1 per share held to be specified separately by the Board of Directors, and on an effective date tobe specified separately.
Due to the nature of such structure, while the gratis allotment of the Share Acquisition Rights causes
dilution of the economic value per share of the Company held by each shareholder, it does not cause
dilution of the total economic value of the shares of the Company held by each shareholder. In
addition, because no dilution of voting rights per share of the Company takes place, no direct andspecific impact on legal rights or economic benefits pertaining to the total shares of the Company
held by shareholders is expected.
Note that, even in the event that the gratis allotment of Share Acquisition Rights is resolved at theGeneral Meeting of Shareholders of the Company, in cases where the Board of Directors terminates
or revokes the countermeasures in accordance with the procedure described in 2. 6) above, theeconomic benefits per share of the Company held by shareholders and investors will not be diluted.
Accordingly, shareholders and investors who have traded shares of the Company based on theassumption that dilution of economic value per share of the Company would occur may be exposed
to a loss due to share price fluctuation.

3)

Impact on shareholders and investors when Share Acquisition Rights are exercised or acquired after
the gratis allotment of Share Acquisition Rights
Since discriminatory conditions will be attached in relation to the exercise or acquisition of the Share
Acquisition Rights, while the legal rights, etc. of the Purchaser are expected to be affected with regard
to the said exercise or acquisition, such conditions are not expected to directly have a specific impact
on the legal rights and economic benefits pertaining to shares of the Company held by shareholders
other than the Purchaser.
Please be aware that, because the transfer of the Share Acquisition Rights themselves is restricted,
from the reference date for the gratis allotment of share acquisition rights onward, in cases where
shares are delivered to shareholders as a result of the exercise or acquisition of Share Acquisition
Rights, during the period up to the point at which the shares are delivered to shareholders, there may
be limits on recovering the capital invested, by means of transfer, in relation to the portion of thevalue of the shares held by shareholders that is attributable to Share Acquisition Rights.

- 15 -

(Attachment 1)
Status of the Company’s shares (as of March 31, 2023)
1. Total number of sharesauthorized to be issued

20,000,000 shares

2. Total number of sharesissued8,413,726 shares(including 409,635 treasury shares)

3. Number of shareholders

7,130

4. Main shareholders (Top 10)
Contribution in the Company
Number of shares held
Shareholding ratio
The Master Trust Bank of Japan, Ltd. (Trust Account)934,300 shares
11.7%
Tosoh Corporation
700,000 shares
8.7%
Custody Bank of Japan, Ltd. (trust account)516,700 shares
6.5%
Mizuho Bank, Ltd.
298,704 shares
3.7%
The Norinchukin Bank
227,430 shares
2.8%
Meiji Yasuda Life Insurance Company
164,535 shares
2.1%
The Toho Bank, Ltd.
148,399 shares
1.9%
Mitsui Sumitomo Insurance Company, Limited
141,400 shares
1.8%
The Yamaguchi Bank, Ltd.
130,000 shares
1.6%
MUFG Bank, Ltd.
120,107 shares
1.5%* The Company holds treasury shares (409,635 shares), which are excluded from the major shareholders mentioned above. Treasury
shares (409,635 shares) do not include shares held in trust under our Japanese-Employee Stock Ownership Plan (J-ESOP) (80,000
shares).
* The shareholding ratio is calculated by excluding the number of treasury shares.
Name of Shareholder- 16 -

(Attachment 2)
Overview of Takeover Defense Measures
This “Overview of Takeover Defense Measures” is prepared only as reference, with the aim of assisting yourunderstanding of the Plan. Please refer to the main text for the details of the Plan.

- 17 -

(Attachment 3)
Career Summary of the Independent Committee Members
The members of the Independent Committee for the Plan are the following three individuals.
Shuji Kato (Date of birth: January 10, 1953)
Apr. 1975
Joined Ministry of International Trade and Industry (currently Ministry of Economy, Tradeand Industry)
June 1995
Counsellor, Director-General’s Secretariat of National Land Agency
May 1997
Attached to Minister’s Secretariat of Ministry of International Trade and Industry
Dec. 1997
Senior Economist of International Economic Policy Study GroupMay 1999
Commissioner of International Economic Policy Study GroupSpecial Visiting Researcher of Japan Industrial Location Center
Dec. 2001
Joined BICCAMERA INC.
Representative Director and President of Future Ecology Co., Ltd.
Nov. 2003
Director of BICCAMERA INC.
Feb. 2010
Director, CSRO and Manager of Internal Control Office
June 2013
Outside Audit & Supervisory Board Member of KOBAYASHI YOKO CO., LTD.
(currently outside Director (Audit and Supervisory Committee Member))Outside Director of the Company
June 2015
Outside Director of the Company (Audit & Supervisory Committee Member) (current
position)
Masaki Sakai (Date of birth: May 27, 1956)
Apr. 1981
Joined Ministry of Agriculture, Forestry and Fisheries (MAFF)
July 2009
Deputy Director-General for Management Improvement Bureau and Policy Evaluation
Aug. 2011
Director-General, International Affairs Department, Minister’s Secretariat
Apr. 2013
Director-General, Statistics Department, Minister’s Secretariat
Apr. 2014
Ambassador Extraordinary and Plenipotentiary to the Federated States of Micronesia andRepublic of Marshall Islands
Aug. 2016
Advisor for Sompo Japan Nipponkoa Insurance Inc.
June 2019
Executive Director and Secretary General of Steady Supply of Fishery Products Promotion
Foundation (current position)
June 2019
Outside Director of the Company (Audit & Supervisory Committee Member) (current
position)
Shinobu Fujino (Date of birth: July 13, 1957)
Apr. 1987
Joined Ryoka Systems Inc.
Jan. 2002
Began career counseling business (private practice) (current position)
June 2015
Outside Director of Nisshinbo Holdings Inc.
Apr. 2016
Outside Director of Tri-Wins Inc., (current position)* Shinobu Fujino is scheduled to be elected as outside Director (Audit & Supervisory Committee Member) at this
General Meeting of Shareholders.

- 18 -

(Attachment 4)
Overview of the allotment of the share acquisition rights
1. Shareholders eligible for delivery of share acquisition rights, and allotment conditions
The Share Acquisition Rights shall be allotted without contribution to shareholders whose names are recordedin the final shareholder registry as of the allotment date determined by the Board of Directors, at the rate of 1
share acquisition right per share held (however, this shall exclude Company’s common shares held by theCompany).
2. Class and number of shares underlying the share acquisition rights
The class of shares underlying the share acquisition rights shall be common shares of the Company, and thenumber of underlying shares per share acquisition right shall be one. However, in cases where the Company
carries out a share split or share consolidation, this shall be subject to required adjustment.
3. Total number share acquisition rights to be issued and allotted
The total number of share acquisition rights allotted shall be determined by the Board of Directors of theCompany.
4. Allotment price of share acquisition rights
Share acquisition rights shall be allotted without contribution.
5. Amount to be paid in per share acquisition right upon exercise
The amount to be paid in upon exercise of share acquisition rights shall be an amount determined by the Boardof Directors of the Company, and shall not be less than 1 yen per share acquisition right.
After share acquisition rights have been issued, each shareholder shall complete and submit an application form
for the exercise of the share acquisition rights, during the rights exercise period, in addition to submitting
documents in a format prescribed by the Company that include a statement testifying that the shareholder
themselves is not a Purchaser. Upon payment of an amount per share acquisition right of at least 1 yen,determined by the Board of Directors of the Company, to a payment-handling institution, 1 share of theCompany’s common stock will be issued for each share acquisition right.
However, in cases where the Company makes a change, such as the addition of a clause (an acquisition clause)that enables the Company to acquire the share acquisition rights in exchange for the Company’s shares or otherassets, or, in other words, in cases where it has been determined that the Company can obtain the share acquisitionrights in exchange for the Company’s shares, if the Company completes the acquisition procedures, theshareholders who own the share acquisition rights determined by the Company’s Board of Directors to be thesubject of the acquisition will receive shares of the Company as consideration for the acquisition by the Companyof the share acquisition rights without having to pay any sum of money equivalent to the exercise price thereof.
6. Restrictions on the transfer of share acquisition rights
Any transfer of the share acquisition rights shall be subject to the approval of the Board of Directors of theCompany.
7. Exercise conditions
Purchasers shall not be permitted to exercise share acquisition rights.
8. Exercise period, etc. of the share acquisition rights
The exercise period of the share acquisition rights, exercise conditions other than those in 7. above, reasons forcancellation and cancellation conditions, and other necessary matters shall be separately specified by the Boardof Directors of the Company.

- 19 -

9. Share acquisition rights with call provisions
As described in 5. above, in some cases the Company may make a change, such as the addition of a clause (anacquisition clause) that enables the Company to acquire the share acquisition rights in exchange for theCompany’s shares or other assets. The Company does not expect to issue money, etc. as consideration for
acquisition of share acquisition rights held by a Purchaser who is unable to exercise such rights due to the exercise
conditions of 7. above.

- 20 -

(Attachment 5)
Cases where it is recognized that significant harm would be caused to the corporate value of the Company, and inturn to the common interest of shareholders
1. Cases where the Purchaser is found to be a party who does not have any intention to participate in corporate
management and is acquiring or intends to acquire shares, etc. of the Company only for the purpose of sellingthe shares, etc. of the Company to the Company or a related party of the Company at a high price after driving
the share price higher (a so-called greenmailer)
2. Cases where the Purchaser is found to be acquiring shares, etc. of the Company for the purpose of transferring
such assets of the Company or the Group companies as intellectual property rights, know-how, corporate secrets,
major business partners or customers that are necessary for the business operation of the Company or the Group
companies to the Purchaser or its group companies, etc. by temporarily acquiring control over the corporate
management of the Company
3. Cases where the Purchaser is found to be acquiring shares, etc. of the Company for the purpose of using theassets of the Company or the Group companies as collateral for or the source of funds to repay, debts of thePurchaser or its group companies, etc. after acquiring the control over the corporate management of the Company
4. Cases where the Purchaser is found to be acquiring shares, etc. of the Company for the purpose of temporarily
acquiring the control over the corporate management of the Company and disposing high-value assets, etc. suchas real estate, securities, etc., that are not currently related to the business of the Company or the Group
companies by sale, etc. and temporarily paying higher dividends from the disposition proceeds or causing shareprice surges during the period of the said temporarily higher dividends
5. Cases where the method of purchase of shares, etc. of the Company proposed by the Purchaser is found to impose
restrictions on the opportunity or freedom of shareholders to make a decision by way of so-called coercive twotier tender offer and shareholders could be effectively forced to sell the shares, etc. of the Company- 21 -

Proposal No. 2

Election of Three Directors (Excluding Directors Who Are Audit & Supervisory Committee
Members)

The terms of office of all three Directors (excluding Directors who are Audit & Supervisory Committee Members)
will expire at the conclusion of this meeting.
Therefore, the Company proposes the election of three Directors (excluding Directors who are Audit & Supervisory
Committee Members).
Moreover, this proposal has been considered by the Audit & Supervisory Committee, but they have expressed no
opinion.
Candidates for Director (excluding Directors who are Audit & Supervisory Committee Members) are as follows:
Candidate
No.

Name(Date of birth)
Yuto Matsumoto(November 19, 1960)
Reelection
Tenure as Director (At theconclusion of this meeting)
8 years

1

2

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1983
June 2004
Apr. 2010
Apr. 2012
Apr. 2013

Apr. 2014
Attendance at the Board of
Directors Meetings during fiscal
June 2015
2022
Nov. 201612/12 times

Joined the Company
Director and President of HODOGAYACHEMICAL (U.S.A.), INC.
General Manager of Color & Imaging Materials
Division of the Company
General Manager of Imaging Materials
Division
General Manager of Business Promotion
Division
Executive Officer and General Manager ofBusiness Promotion Division
Director and Managing Executive Officer
Representative Director, President and CEO(current position)

Number of theCompany’s shares
owned

8,400 shares

Reasons for nomination as candidate for Director
After joining the Company in April 1983, he worked in the Research & Development Department, has engaged inoperations of sales department including overseas business, and became Representative Director and President of theCompany in November 2016. He has extensive experience and knowledge and has been appropriately fulfilling his
duties. Therefore, the Company judges that he is qualified as Director of the Company.
Apr. 1981
Joined the Company
Kaoru Kasahara
Apr. 2009
General Manager of Research Planning(July 18, 1956)
Management Department
Apr. 2010
Executive Officer and General Manager ofReelection
Research & Development Department
Apr. 2015
Executive Officer and Deputy Supervising
Tenure as Director (At theManager of Research & Development
5,500 sharesconclusion of this meeting)*
Department
3 years
June 2015
Director and Managing Executive Officer
Jan. 2018
Managing Executive Officer
Attendance at the Board of
Nov. 2019
Senior Managing Executive Officer
Directors Meetings during fiscal
June 2020
Director and Senior Managing Executive
2022
Officer
12/12 times(current position)
Reasons for nomination as candidate for Director
Since joining the Company in April 1981, he has engaged in operations of the research & development and production
departments. Currently, he has extensive experience and knowledge for supervising the Research & Development
Department and Production Department of the Group, and has been appropriately fulfilling his duties. Therefore, theCompany judges he is qualified as Director of the Company.
* The period from June 2015 to December 2017 in which he served as Director is not included.

- 22 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1985
Apr. 2013

July 2013
Kenji Tsujitsugu(November 12, 1962)
Apr. 2015
Reelection
Tenure as Director (At theconclusion of this meeting)
1 yearApr. 2016
3.

Attendance at the Board of
Directors Meetings during fiscal
2022(For meetings after the Director
took office)
9/9 times
Apr. 2019

Apr. 2021
June. 2022

*
*
*

*

Joined The Industrial Bank of Japan, Limited
Executive Officer, General Manager of
Fukuoka Corporate Banking Division ofMizuho Corporate Bank, Ltd.
Executive Officer, General Manager of
Fukuoka Corporate Banking Division ofMizuho Bank, Ltd.
Managing Executive Officer, Head of Financial
Institutions & Public Sector Business Unit ofMizuho Financial Group, Inc.
Managing Executive Officer, Head of Financial
Institutions & Public Sector Business Unit ofMizuho Bank, Ltd.
Managing Executive Officer, Deputy Head ofCorporate & Institutional Company of Mizuho
Financial Group, Inc.
Managing Executive Officer, Head of Public &Financial Institutions Business Division ofMizuho Securities Co., Ltd.
Managing Executive Officer, in charge of
Global Investment Banking of Mizuho
Securities Co., Ltd.
Managing Executive Officer of the Company
Director and Managing Executive Officer(current position)

Number of theCompany’s shares
owned

1,000 shares

Reasons for nomination as candidate for Director
Since joining the Company in April 2021, he has engaged in operations of the Corporate Planning Department andAccounting Department of the Group while utilizing his extensive experience and knowledge gained during his time in
the banking and securities field. Currently, he supervises corporate planning, accounting, legal affairs and internal
auditing and has been appropriately fulfilling his duties. Therefore, the Company judges he is qualified as Director of
the Company.
There is no special interest between any of the candidates and the Company.
The responsibilities of each candidate at the end of the fiscal year are stated on pages 59 and 60 of this notice. (Only available inJapanese version)
The Company has entered into an indemnification agreement as provided for in Article 430-2, paragraph (1) of the Companies Act
with each of the candidates.
Under the indemnification agreements, the Company shall provide compensation for costs incurred under item (i) of the same
paragraph, and losses incurred under item (ii) of the same paragraph, to the extent permitted by laws and regulations.
If each of the candidates is reelected, the Company plans to renew the relevant indemnification agreement with each of them.
The Company has entered into a directors and officers liability insurance policy (D&O insurance policy), under which all Directors
are insureds, as provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance Company.
This insurance policy covers the damages payable and such costs as related litigation expenses incurred by the insured from claims
for damages against the insured during the insurance period arising from acts (including nonfeasance) carried out by the insured in
his/her capacity as an officer of the Company, and the premiums for the insured are fully borne by the Company.
If each candidate is reelected, the Company plans to include every such candidate as an insured in the aforementioned insurance
policy.
The Company plans to renew the aforementioned insurance policy on December 1, 2023, which will be during every such candidate’s
term of office.

- 23 -

Proposal No. 3

Election of Four Directors Who Are Audit & Supervisory Committee Members

The terms of office of all four Directors who are Audit & Supervisory Committee Members will expire at theconclusion of this meeting.
Therefore, the Company proposes the election of four Directors who are Audit & Supervisory Committee Members.
In addition, the consent of the Audit & Supervisory Committee has been obtained for this proposal.
Candidates for Director who is an Audit & Supervisory Committee Member are as follows:
Candidate
No.

Name(Date of birth)

Satoshi Ebisui(September 25, 1949)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1973
June 1997
June 2000

Reelection
June 2002
Tenure as Director (At theconclusion of this meeting)23 years1

June 2008
Attendance at the Board ofJune 2010
Directors Meetings during fiscal
2022
June 201512/12 times

Joined the Company
General Manager of Corporate Planning
Department
Director and Assistant Deputy General
Manager of Business Division
Managing Director, General Manager ofBusiness Division, General Manager of Resin
Materials Division and General Manager ofChemicals Division
Senior Managing Director
Director and Senior Managing Executive
Officer
Director (Full-time Audit & Supervisory
Committee Member)(current position)

Number of theCompany’s shares
owned

8,600 shares

Reasons for nomination as candidate for Director
Since joining the Company in April 1973, he has widely engaged in operations of Planning & Sales Department.
Currently, he has extensive experience and knowledge as Director who is an Audit & Supervisory Committee Member,and has been appropriately fulfilling his duties. Therefore, the Company judges he is qualified as Director who is an
Audit & Supervisory Committee Member.

- 24 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1975

2

Number of theCompany’s shares
ownedJoined Ministry of International Trade andIndustry (currently Ministry of Economy, Tradeand Industry)
June 1995
Counsellor, Director-General’s Secretariat of
National Land Agency
May 1997
Attached to Minister’s Secretariat of Ministryof International Trade and Industry
Shuji Kato
Dec. 1997
Senior Economist of International Economic(January 10, 1953)
Policy Study GroupMay 1999
Commissioner of International Economic
Reelection
Policy Study Group
Candidate for outside Director
Special Visiting Researcher of Japan Industrial
Independent Officer
Location Center
Joined BICCAMERA INC.
1,900 shares
Tenure as outside Director (At Dec. 2001
the conclusion of this meeting)
Representative Director and President of Future
10 years
Ecology Co., Ltd.
Nov. 2003
Director of BICCAMERA INC.
Attendance at the Board of
Feb. 2010
Director, CSRO and Manager of Internal
Directors Meetings during fiscal
Control Office2022
June 2013
Outside Audit & Supervisory Board Member of
12/12 times
KOBAYASHI YOKO CO., LTD. (currently
outside Director (Audit and Supervisory
Committee Member))Outside Director of the Company
June 2015
Outside Director (Audit & Supervisory
Committee Member)(current position)
Reasons for nomination as candidate for outside Director and overview of expected roles
He has cultivated a wide range of business experience at government agencies, and also has extensive knowledge andexperience as management. In June 2015, he assumed the office of Director who is an Audit & Supervisory Committee
Member. Since then, he has been appropriately fulfilling his duties. Therefore, the Company judges he is qualified as
Director who is an Audit & Supervisory Committee Member.
The Company expects he will utilize his experience in trade and industry administration, international business, andcorporate management, and fulfill his role of supervising Directors who have been charged with deciding the basic
management direction of the Company and executing operations.
Furthermore, the Company has submitted notification to Tokyo Stock Exchange that he has been appointed as anindependent officer as provided for by the aforementioned exchange. If he is elected as Director who is an Audit &Supervisory Committee Member, the Company plans for his appointment as an independent officer to continue.

- 25 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1981

3

Number of theCompany’s shares
ownedJoined Ministry of Agriculture, Forestry and
Fisheries (MAFF)
July
2009
DeputyDirector-General for Management
Masaki Sakai
Improvement
Bureau and Policy Evaluation(May 27, 1956)
Aug. 2011
Director-General, International Affairs
Department, Minister’s Secretariat
Reelection
Director-General, Statistics Department,
Candidate for outside Director Apr. 2013
Minister’s Secretariat
Independent Officer
Apr. 2014
Ambassador Extraordinary and Plenipotentiary
500 shares
Tenure as outside Director (Atto the Federated States of Micronesia andthe conclusion of this meeting)Republic of Marshall Islands
4 years
Aug. 2016
Advisor for Sompo Japan Nipponkoa Insurance
Inc.
Attendance at the Board ofJune 2019
Executive Director and Secretary General of
Directors Meetings during fiscal
Steady Supply of Fishery Products Promotion
2022
Foundation (current position)
12/12 times
June 2019
Outside Director (Audit & Supervisory
Committee Member) of the Company(current position)
Reasons for nomination as candidate for outside Director and overview of expected roles
The Company expects he will utilize his extensive knowledge and experience, both that gained since his appointment asa Director who is an Audit & Supervisory Committee Member in June 2019, and that cultivated both in Japan andoverseas through his business activities over many years at government ministries, and that he will appropriately fulfill
his duties for the Company. Therefore, the Company judges he is qualified as Director who is an Audit & Supervisory
Committee Member.
The Company expects he will utilize his experience in agriculture, forestry and fishery administration and international
business, and fulfill his role of supervising Directors who have been charged with deciding the basic management
direction of the Company and executing operations.
Furthermore, the Company has submitted notification to Tokyo Stock Exchange that he has been appointed as anindependent officer as provided for by the aforementioned exchange. If he is elected as Director who is an Audit &Supervisory Committee Member, the Company plans for his appointment as an independent officer to continue.

- 26 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company

Shinobu Fujino(July 13, 1957)

Apr. 1987
Jan. 2002

New election
Candidate for outside Director
Independent Officer

June 2015
Apr. 2016

Joined Ryoka Systems Inc.
Began career counseling business (private
practice) (current position)
Outside Director of Nisshinbo Holdings Inc.
Outside Director of Tri-Wins Inc., (current
position)0 shares

Tenure as outside Director (Atthe conclusion of this meeting)— years

*
*
*

*

*

*
*

Number of theCompany’s shares
owned

Attendance at the Board of
Directors Meetings during fiscal
42022— times
Reasons for nomination as candidate for outside Director and overview of expected roles
Although she has not been involved in corporate management other than having served as an outside officer, she has
years of work experience at business corporations, expertise as a career counselor and a wide range of knowledge andexperience as an outside director. It is expected that she can take advantage of these for the business activities of theCompany and appropriately fulfill her duties. Therefore, the Company judges she is qualified as Director who is an
Audit & Supervisory Committee Member.
The Company expects she will utilize her wealth of knowledge and experience in human resources development,
organizational development and diversity of promotion, and fulfill her role of supervising Directors who have been
charged with deciding the basic management direction of the Company and executing operations.
Furthermore, if she is elected as Director who is an Audit & Supervisory Committee Member, the Company plans toregister her as an independent officer as provided for by Tokyo Stock Exchange.
There is no special interest between any of the candidates and the Company.
The responsibilities of each candidate at the end of the fiscal year are stated on page 59 of this notice. (Only available in Japaneseversion)Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has concluded an agreement with Satoshi
Ebisui, Shuji Kato and Masaki Sakai to limit liability for damages stipulated in Article 423, Paragraph (1) of the Act. The maximum
amount of liability for damages under this agreement is the minimum liability amount provided for under laws and regulations. If
each of the candidates is reelected, the Company plans to continue the aforementioned agreements with each of them. In addition, if
Shinobu Fujino is elected, the Company plans to enter into the same limited liability agreement with her.
The Company has entered into indemnification agreements as provided for in Article 430-2, paragraph (1) of the Companies Act with
Satoshi Ebisui, Shuji Kato and Masaki Sakai. Under the indemnification agreements, the Company shall provide compensation forcosts incurred under item (i) of the same paragraph, and losses incurred under item (ii) of the same paragraph, to the extent permitted
by laws and regulations. If each of the candidates is reelected, the Company plans to renew the relevant indemnification agreementwith each of them. In addition, if Shinobu Fujino is elected, the Company plans to enter into the same indemnification agreementwith her.
The Company has entered into a directors and officers liability insurance policy (D&O insurance policy), under which all Directors
are insureds, as provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance Company. This insurance policy
covers the damages payable and such costs as related litigation expenses incurred by the insured from claims for damages against
the insured during the insurance period arising from acts (including nonfeasance) carried out by the insured in his/her capacity as an
officer of the Company, and the premiums for the insured are fully borne by the Company. If each candidate is elected, they will be
included as an insured under the insurance policy. The Company plans to renew the aforementioned insurance policy on December
1, 2023, which will be during every such candidate’s term of office.
Shuji Kato, Masaki Sakai and Shinobu Fujino are candidates for outside Director.
Shinobu Fujino’s name on the family register is Shinobu Kato.

- 27 -

Proposal No. 4

Election of Two Substitute Directors Who Are Audit & Supervisory Committee Members

The Company requests approval for the election of two substitute Directors who are Audit & Supervisory Committee
Members to be ready to fill a vacant position should the number of Directors who are Audit & Supervisory Committee
Members fall below the number required by the laws and regulations.
The Company proposes the election of Shinichi Matsuno as a substitute for Director who is an Audit & Supervisory
Committee Member (excluding outside Director) and the election of Akira Matsuo as a substitute for outside Director
who is an Audit & Supervisory Committee Member.
In addition, the consent of the Audit & Supervisory Committee has been obtained for this proposal.
Candidates for substitute Director who is an Audit & Supervisory Committee Member are as follows:
Candidate
No.

Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1981
June 2002
Apr. 2009

1

Number of theCompany’s shares
ownedJoined the Company
General Manager of Purchasing Department
General Manager of Corporate Planning
Department
Apr. 2011
Executive Officer and General Manager ofCorporate Planning Department
Shinichi Matsuno
Apr. 2012
Executive Officer and General Manager of(March 8, 1959)
Koriyama Plant
6,200 shares
Apr. 2015
Executive Officer and Deputy Supervising
Candidate for Director
Manager of Production Department(Substitute)June 2015
Director and Managing Executive Officer
Jan. 2018
Executive Officer
Director and Chairman of Hodogaya
Construction Products Co., Ltd.
Apr. 2020
President of KATSURA SANGYO CO., LTD.
(current position)
Reasons for nomination as candidate for substitute Director
He joined the Company in April 1981 and has a wide range of business experience and knowledge at the Company andGroup companies. It is expected that he can take advantage of these for the business activities of the Company andappropriately fulfill his duties. Therefore, the Company judges he is qualified as substitute Director who is an Audit &Supervisory Committee Member.

- 28 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1985
Apr. 2001

*
*

*

*

*

Number of theCompany’s shares
ownedJoined The Norinchukin Bank
Deputy General Manager of Sales Management
Division
July 2006
Office Director, Hong Kong Representative
OfficeAkira Matsuo
July 2012
General Manager, Corporate Business Division(October 12, 1960)IV
0 shares
July 2015
Executive Officer, Assistant General Manager
Candidate for outside Director
to General Manager of Management Division,(Substitute)
SNOW BRAND SEED Co., Ltd.
Independent Officer
June 2016
Director, General Manager of Management
Planning Office
June
2017
Managing
Executive Officer, General Manager
2of Management Planning Office
May 2018
Auditor (current position)
Reasons for nomination as candidate for substitute outside Director and overview of expected roles
He has a wide range of business experience and knowledge accumulated over many years at financial institutions andoperating companies. It is expected that he can take advantage of these for the business activities of the Company andappropriately fulfill his duties. Therefore, the Company judges he is qualified as substitute Director who is an Audit &Supervisory Committee Member.
The Company expects he will utilize his business experience at a financial institution and his experience as an auditor invarious industries, and fulfill his role of supervising Directors who have been charged with deciding the basic
management direction of the Company and executing operations.
He comes from a financial institution that is a major loan provider for the Company, but 7 years have passed since heresigned from the said financial institution in June 2015. Therefore, the Company has determined that there are noconcerns over his independence.
There is no special interest between any of the candidates and the Company.
If Shinichi Matsuno and Akira Matsuo are elected as Directors who are Audit & Supervisory Committee Members, pursuant to theprovisions of Article 427, paragraph (1) of the Companies Act, the Company plans to enter into limited liability agreement
respectively to limit their liability for damages under Article 423, paragraph (1) of the Companies Act. The maximum amount ofliability for damages under this agreement is the minimum liability amount provided for under laws and regulations.
If Shinichi Matsuno and Akira Matsuo are elected as Directors who are Audit & Supervisory Committee Members, the Company
plans to enter into an indemnification agreement as provided for in Article 430-2, paragraph (1) of the Companies Act with each ofthem. Under the indemnification agreement, the Company shall provide compensation for costs incurred under item (i) of the same
paragraph, and losses incurred under item (ii) of the same paragraph, to the extent permitted by laws and regulations.
The Company has entered into a directors and officers liability insurance policy (D&O insurance policy), under which all Directors
are insureds, as provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance Company. This insurance policy
covers the damages payable and such costs as related litigation expenses incurred by the insured from claims for damages against
the insured during the insurance period arising from acts (including nonfeasance) carried out by the insured in his/her capacity as an
officer of the Company, and the premiums for the insured are fully borne by the Company. If Shinichi Matsuno and Akira Matsuo
are elected as Directors who are Audit & Supervisory Committee Members, the Company plans to include them as insureds in the
aforementioned insurance policy.
Candidate Akira Matsuo is scheduled to retire from the position of Auditor of SNOW BRAND SEED Co., Ltd. at the conclusion of
its Annual General Meeting of Shareholders to be held on June 29, 2023.

- 29 -

The expertise, experience, and other backgrounds of each of the candidates for Director for the 165th Annual General
Meeting of Shareholders is as follows.
Seven skills have been selected for the skill matrix of the Board of Directors from the perspective of achieving the
mid-term management plan “SPEED 25/30.”- Four skills to perform basic functions as a company:“Corporate management” “Legal affairs & risk management” “Finance & accounting” “Human resources strategy”- Two skills to respond to the Company’s core trinity (R&D, manufacturing, sales):“Business strategy” “R&D/ technology/ manufacturing”- One skill to respond to the cross-border nature of the Company’s business fields:“Internationality”
Name

GenderCorporate
management

Yuto Matsumoto
Kaoru Kasahara
Kenji Tsujitsugu
Satoshi Ebisui
Shuji Kato (Outside)
Masaki Sakai(Outside)
Shinobu Fujino(Outside)

Male

●

Male

●

Male

●

Male

●

Male

●

Legal affairs& riskmanagement

Finance &accounting●●

Businessstrategy

●

●

●

●

●

●

●

●

●

Male
FemaleR&D/
technology/ Internationality
manufacturing

Human
resources
strategy

●

●

●

●

●

●
●

●

●

●

* Outside Directors are signified with “Outside.”* The skill matrix includes the areas expected for each individual. It is not meant to be a comprehensive list of all forms of expertiseand experience they may possess.

- 30 -

Proposal No. 5

Introduction of Performance-linked Stock Compensation Plan for Directors (Excluding
Directors Who Are Audit & Supervisory Committee Members)

1. Reason for the proposal and why it is appropriate
The Company hereby proposes the implementation of a performance-linked stock compensation plan “sharebased benefit trust” (BBT (Board Benefit Trust); hereinafter “Plan”) for Directors (excluding outside Directors
and Directors who are Audit & Supervisory Committee Members; the same applies within this proposal unlessotherwise stated) and Executive Officers (hereinafter “Directors, etc.”) as new medium- to long-term
performance-linked compensation. The shareholders are hereby requested to approve of this Plan for theCompany’s Directors.
The proposal aims to further clarify the link between compensation for Directors and the Company’s businessperformance and the value of its shares. By having Directors share not only the benefits of higher share prices
but also the risks of lower prices with shareholders, the proposal aims to raise their awareness of contributing to
the medium- to long-term improvement of business performance and enhancement of corporate value. The
Company believes that the proposal content is reasonable as it aligns with the policy for determining the content
of individual compensation, etc. of the Company’s Directors (including outside Directors and Directors who are
Audit & Supervisory Committee Members) (the policy regarding Directors aims to increase the Group’s
medium- to long-term corporate value by 1) determining the amount of compensation based on the medium- tolong-term performance of the Group (not only quantitative performance but also including contribution tocorporate value) and putting directors in the same position as shareholders by paying using the Company’s own
shares as consideration, and 2) motivating Directors to increase the Group’s corporate value until they reachretirement by delivering the Company’s own shares upon retirement.)
This proposal is made apart from the amount of compensation (no more than 300 million yen; however it does
not include the portion of employee’s salary for Directors.) approved at the 157th Annual General Meeting of
Shareholders held on June 25, 2015. The shareholders are hereby requested to approve the specific calculation
method for the amount of compensation, etc. and the details thereof in order to pay compensation to Directors
based on this Plan. Details of the Plan shall be decided by the Board of Directors within the limits of 2. below.
The Company implemented a stock-based compensation plan (a performance-linked stock compensation plan inwhich points equivalent to shares of the Company are granted to Directors (excluding Directors who are Audit& Supervisory Committee Members) based on medium- to long-term business performance and delivers sharesequivalent to compensation corresponding to the points to such Directors upon their retirement) within the limitsof the amount of compensation for Directors (no more than 300 million yen, however it does not include theportion of employee’s salary for Directors.) in July 2016 and approved at the 157th Annual General Meeting of
Shareholders hold on June 25, 2015. However, subject to approval of this proposal, the stock-based compensation
plan will be abolished, and points already granted to Directors under the stock-based compensation plan will betransferred to the corresponding points under the Plan. In addition, if Proposal No. 2 is approved as originallyproposed, the number of Directors eligible for the Plan will the three.
2. Specific calculation method and detail of the amount of compensation, etc. under the Plan
(1) Outline of the Plan
The Plan is a performance-linked stock compensation plan under which shares of the Company will beacquired through a trust (the trust to be established under the Plan; hereinafter “Trust”) with money
contributed by the Company as a source of funds, and shares of the Company are paid to Directors, etc.
through the Trust in accordance with the Rules on Stock Benefits for Directors and Executive Officers
established by the Company. The timing of Directors, etc. receiving shares of the Company will be, in
principle, upon retirement of Directors, etc.
(2)

Persons eligible for the Plan
Directors (Outside Directors and Directors who are Audit & Supervisory Committee Members are
ineligible for the Plan.) and Executive Officers- 31 -

(3)Trust period
From September 2023 (scheduled) until the Trust is terminated (No specific end date has been set for the
Trust, and the Trust shall continue as long as the Plan continues. The Trust will be terminated upon delistingof the Company’s shares, abolition of the Rules on Stock Benefits for Directors and Executive Officers)(4)

Trust amount
Subject to the approval of this proposal, the Company will implement the Plan for the three fiscal years
spanning from the fiscal year ending March 31, 2024 to the fiscal year ending March 31, 2026 (such period
spanning three fiscal years is hereinafter “Initial Target Period,” and any period spanning three fiscal years
commencing after the lapse of the Initial Target Period are hereinafter respectively “Target Periods.”) andthe subsequent Target Periods, and will contribute the following money to the Trust as the source of funds
for the acquisition of shares of the Company by the Trust in order to pay Directors, etc. shares of theCompany.
First, the Company will contribute to the Trust a reasonable amount of money that is expected to be used
for necessary funds for the Initial Target Period upon the time the Trust is established (September 2023
(scheduled)). In accordance with implementing the Plan, as the points already granted to Directors under
the stock-based compensation plan will be transferred to the corresponding points under the Plan, theamount contributed to the Trust for the Initial Target Period will be calculated taking this into account.
After the Initial Target Period, the Company shall make additional contributions to the Trust, in principle,
per the Target Period a reasonable amount of funds deemed necessary for the Trust to acquire in advancethe number of shares of the Company reasonably estimated to be necessary in order to pay the Directors,
etc. However, in making such additional contributions, if there are any shares of the Company (excluding
shares of the Company equivalent to the number of points granted to Directors, etc. of each Target Period
but not yet delivered to Directors, etc.) and money remaining in the trust assets of the Trust (hereinafter“Remaining Shares, etc.”), the Remaining Shares, etc. shall be used as a source of funds for delivery under
the Plan during the subsequent Target Periods, and the amount of additional contribution will be calculated
in consideration of the Remaining Shares, etc. When the Company decides to make additional contributions,
it will be disclosed in a timely and appropriate manner.
Note The actual amount of money to be contributed to the Trust by the Company will be the sum of theabove-mentioned funds for the acquisition of shares of the Company and estimated amount ofnecessary expenses such as trust fees.

(5)

Method of acquisition of shares of the Company by the Trust and number of shares to be acquired
The Trust will acquire shares of the Company through the stock exchange market or by subscribing to theCompany’s disposal of treasury shares with the contributed funds stipulated in (4) as the source of funds.
Furthermore, the maximum number of shares to be acquired by the Trust in the Initial Target Period is
157,000 shares and the maximum number in subsequent Target Periods will be 102,000 shares (of which
42,000 shares are for Directors), as the maximum total number of points granted to Directors, etc. is 34,000
points (of which 14,000 points are for Directors).
When the Trust acquires shares of the Company, details of the acquisition will be disclosed in a timely andappropriate manner.

(6)

Maximum number of shares of the Company delivered to Directors, etc.
During each fiscal year, Directors, etc. will be granted a number of points which will be determinedaccording to their position in the Company and the Rules on Stock Benefits for Directors and Executive
Officers. The maximum total number of points granted to Directors, etc. per fiscal year will by 34,000
points (of which 14,000 are for Directors). This has been determined based on comprehensive considerationof the current level of compensation for Directors, the trend in number of Directors, etc. and future
prospects, and is considered to be appropriate.
In accordance with the above-mentioned (4), in the Initial Target Period, points already granted to Directors,
etc. under the stock-based compensation plan will be transferred to the corresponding points under the Plan
with its implementation, and such transferred points are expected to be granted. Thus the maximum total- 32 -

number of points granted is 55,000. After the Trust is established, such transferred points are scheduled to
be granted without delay.
Each point granted to Directors, etc. is converted into one share of the Company at the time of stock benefitsin (7) (However, in the event of a stock split, gratis allotment of shares or reverse stock split of theCompany’s shares after the approval of this proposal, reasonable adjustments will be made to the maximum
number of points and the number of points already granted or conversion ratio in accordance with suchratio and other factors.) The ratio of the 34,000 shares corresponding to the maximum number of points
granted to Directors, etc. per fiscal year to the 7,924,091 shares, the total number of issued shares (as ofMarch 31, 2023; after deduction of treasury shares), is approximately 0.4%.
The number of points for Directors, etc. that are used as the basis for the delivery of shares of the Company
outlined in (7) are, in principle, the number of points granted to such Directors, etc. until their resignation(hereinafter “Defined Number of Points”).
(7)

Delivery of shares of the Company
If a Director, etc. resigns and satisfies the beneficiary requirements as provided in the Rules on Stock
Benefits for Directors and Executive Officers, shares of the Company, in principle, will be delivered after
their resignation in accordance with the “Defined Number of Points” stipulated in the above-mentioned (6)by completing the procedures to determine the beneficiary as provided in the Rules on Stock Benefits for
Directors and Executive Officers. If a Director, etc. who has already been granted points is dismissed, such
Director, etc. does not have the right to such delivery if they resign due to certain illegal acts during theirtenure or due to inappropriate activities during their tenure that may cause damage to the Company.
The amount of compensation to be received by Directors, etc. will be based on the calculation of the total
number of points granted to Directors, etc. multiplied by the book value per share of shares of the Company
held by the Trust (However, in the event of a stock split, gratis allotment of shares or reverse stock split of
the Company’s shares, reasonable adjustments will be made in accordance with such ratio and otherfactors.) upon the time of grant of points. Furthermore, if monetary benefits are paid in exceptional casesin accordance with the Rules on Stock Benefits for Directors and Executive Officers and deemed
appropriate, such amount shall be added to such compensation.

(8)

Exercise of voting rights
The voting rights of the shares of the Company held in the Trust shall be uniformly non-exercisable basedon the instructions of the trust manager. This method is intended to ensure neutrality towards theCompany’s management concerning the exercising of voting rights of the Company’s shares held in the
Trust.

(9)Handling of dividends
The dividends pertaining to shares of the Company held in the Trust will be received by the Trust and used
as funds for the acquisition of the Company’s shares and trust fees to the trustee related to the Trust. In theevent of the termination of the Trust, the remaining dividends, etc. in the Trust will be paid on a prorated
basis to the Directors, etc. in office at the time depending on the number of points held by each, in
accordance with the Rules on Stock Benefits for Directors and Executive Officers.

(10) Treatment upon termination of the Trust
The Trust will be terminated upon delisting of the Company’s shares, abolition of the Rules on Stock
Benefits for Directors and Executive Officers or other reasons. Of the residual assets of the Trust at thetime of termination, all of the shares of the Company will be acquired by the Company free of charge andthen cancelled by a resolution of the Board of Directors. Of the cash in the residual assets of the Trust, theremaining amount after deducting the amount to be paid to Directors, etc. by (9) above will be paid to theCompany.

- 33 -

<Reference: Structure of the Plan>(i)

The Company will establish the Rules on Stock Benefits for Directors and Executive Officers within the scope approved bythis proposal.
(ii) The Company will make monetary contributions within the scope approved by this proposal.
(iii) The Trust will acquire shares of the Company through the stock exchange market or by subscribing to the Company’s disposalof treasury shares by using the monetary contributions entrusted as in (ii) as the source of funds.
(iv) The Company will grant points to Directors, etc. in accordance with the Rules on Stock Benefits for Directors and Executive
Officers.
(v) The Trust shall follow the instructions of the trust administrator that is independent from the Company and refrain fromexercising the voting rights of the shares of the Company held in the Trust.
(vi) The Trust will deliver shares of the Company to retired Directors, etc. who satisfy the beneficiary requirements (hereinafter“Beneficiaries”) in accordance with the number of points granted to such Beneficiaries as provided in the Rules on Stock
Benefits for Directors and Executive Officers.

- 34 -