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: 6165
June 2, 2023
To our shareholders:
Tetsuji Morikubo
Representative Director
PUNCH INDUSTRY CO., LTD.
6-22-7 Minami-oi, Shinagawa-ku, Tokyo

Notice of the 49th Annual General Meeting of Shareholders
We are pleased to announce the 49th Annual General Meeting of Shareholders of PUNCH INDUSTRY CO., LTD.
(the “Company”), which will be held as described below.
When the Company convenes the General Meeting of Shareholders, it takes measures for the electronic
provision of information (Measures, etc. for Providing Information in Electronic Format) that constitutes thecontent of reference documents for the General Meeting of Shareholders and posts this information on the
Company’s website, etc. as “Notice of the 49th Annual General Meeting of Shareholders.” To review thisinformation, please access these materials on the following website.
The Company’s website:
https://www.punch.co.jp/ir/stock.html (in Japanese)
Website for posted information materials for the General Meeting of Shareholders:
https://d.sokai.jp/6165/teiji/ (in Japanese)
Tokyo Stock Exchange (TSE) website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “PUNCH INDUSTRY” in “Issue name(company name)” or the Company’s securities code “6165” 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 are unable to attend the meeting in person, you may exercise your voting rights via the Internet or inwriting. Please review the Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights by 6:00 p.m. (JST) on Wednesday, June 21, 2023.

-1-1. Date and TimeThursday, June 22, 2023 at 10:00 a.m. (JST)

2. Venue

A+B Meeting Room, Single Building 3F, Ours Inn Hankyu
1-50-5 Oi, Shinagawa-ku, Tokyo

3. Purpose of the Meeting
Matters to be reported
1. Business Report and Consolidated Financial Statements for the 49th fiscal year (from April 1, 2022 toMarch 31, 2023), and audit results of the Consolidated Financial Statements by the Accounting
Auditor and the Audit and Supervisory Committee
2. Non-consolidated Financial Statements for the 49th fiscal year (from April 1, 2022 to March 31, 2023)
Matters to be resolved
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Five Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 3
Election of Three Directors Who Are Audit and Supervisory Committee Members
Proposal No. 4
Election of One Substitute Director Who Is an Audit and Supervisory Committee
Member
Proposal No. 5
Continuation of the Countermeasures Against Large Acquisition of Shares in the
Company (Anti-takeover Measures)
4. Matters for decision(1) When voting rights are exercised in writing, if neither Approve or Disapprove is marked for a proposalon the voting form, it will be handled as if Approve had been marked.
(2) If a voting right has been exercised multiple times via the Internet, the final exercise of the voting right
will be handled as the valid one.
(3) If a voting right is exercised redundantly via the Internet and in writing, it will be handled as if thevoting right exercised via the Internet is the valid one.
(4) If a voting right is exercised via proxy, one person acting as proxy who holds voting rights and is alsoa shareholder of the Company shall be present at the General Meeting of Shareholders. However, theproxy must provide documents that offer proof of their proxy rights.

- When you attend the meeting in person, you are kindly requested to present the enclosed voting form at the reception desk.
- If revisions to the matters subject to the Measures, etc. for Providing Information in Electronic Format arise, a notice of the revisions
and the details of the matters before and after the revisions will be posted on each of the aforementioned websites.
- Paper-based documents stating the Measures, etc. for Providing Information in Electronic Format are sent to shareholders who haverequested the delivery of paper-based documents; however, in accordance with the provisions of laws and regulations and Article 14of the Company’s Articles of Incorporation, those documents do not include the following matters.
(i) In the Business Report, “Status of Share Acquisition Rights,” “System to Ensure the Appropriateness of Operations and Its
Operational Status,” “Basic Policy Regarding Control of the Company,” and “Policy Regarding Determination of Dividends ofSurplus, etc.”(ii) In the Consolidated Financial Statements, “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial
Statements”(iii) In the Non-consolidated Financial Statements, “Non-consolidated Statement of Changes in Equity” and “Notes to Nonconsolidated Financial Statements”
Accordingly, the Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements stated in these
paper-based documents are part of the Business Report, Consolidated Financial Statements, and Non-consolidated Financial
Statements audited by the Audit and Supervisory Committee for the audit report and the Accounting Auditor for the accounting audit
report.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The Company considers return of profit to its shareholders as one of its management priorities. With respect to profit
distribution, its basic policy is to pay stable dividends constantly and to emphasize linkage to consolidated businessresults while securing the internal reserves necessary for future business development and enhancement of the
management structure. The Company has set goals of a 30% consolidated payout ratio and 3% dividends onshareholder equity (DOE), and it intends to make appropriate profit distributions from a comprehensive viewpoint
based on these goals and on its financial position, the demand for funds, and other considerations.
In accordance with this policy, the annual dividend for the current fiscal year shall be as follows.
Since the Company paid an interim dividend of ¥6.50 per share, the annual dividend for the current fiscal year willbe ¥19.50 per share.
1
2

3Type of dividend property
Cash
Allotment of dividend property and total amount thereof¥13 per common share of the Company
Total dividends ¥317,603,793
Effective date of dividends of surplus
June 23, 2023

-3-

Proposal No. 2

Election of Five Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

At the conclusion of this General Meeting of Shareholders, the terms of office of all seven Directors will expire(Excluding directors who are Audit and Supervisory Committee members. The same applies for the proposal below).
Therefore, in order to increase the effectiveness of the management system, the Company proposes to reduce thenumber of internal Directors by two and proposes the election of five Directors.
Each candidate for Director has been selected by the Board of Directors after deliberation at the Nomination &Remuneration Committee, a majority of which are independent Outside Directors.
Upon reviewing the deliberations of the Nomination & Remuneration Committee and the policies for nominating
candidates for Director, the Company’s Audit and Supervisory Committee has determined that there are no special
matters with regard to this proposal to be stated at the General Meeting of Shareholders as required by the provisionsof the Companies Act.
The candidates for Director are as follows.
Name

GenderAge

1

Tetsuji Morikubo

Male
46

2

Takao Murata

Male
63

3

Akira Takanashi

Male
54

4

Naruhiko Takatsuji

Male
45

Outside Director, Chairperson of the Boardof Directors

5

Mariko Ohsato

Female60

Outside Director

CandidateNo.

Current position in the Company
Representative Director
President, Chief Executive Officer
Director
Senior Executive Officer, Chief Financial
Officer
Director
Senior Executive Officer, Chief Operating
Officer

Attribute

Reelection

Attendance atBoard ofDirectors
meetings
15/15(100%)

Reelection

15/15(100%)

Reelection

15/15(100%)

Reelection
OutsideIndependent
Reelection
OutsideIndependent

15/15(100%)
12/12(100%)

Reelection:
Candidate for Director to be reelected
Outside:Candidate for outside Director
Independent:
Candidate for independent officer
Notes: 1. The number of Board of Directors meetings Ms. Mariko Ohsato attended consists of all those since her appointment as a
Director on June 23, 2022.
2. Age is that at the time of the General Meeting of Shareholders.

-4-Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company
May 2003
Feb. 2005

1

Number of theCompany’s shares
ownedJoined the Company
Seconded to PUNCH INDUSTRY (DALIAN)
CO., LTD.
Nov. 2012
General Manager of Value Creation Office of
the Company
Apr. 2013
General Manager of Corporate Planning Office
Apr. 2015
Seconded to PUNCH INDUSTRY MALAYSIA
SDN. BHD.
Tetsuji Morikubo
Dec. 2015
Representative Director of PUNCH(January 12, 1977)
INDUSTRY MALAYSIA SDN. BHD.
Apr. 2016
Executive Officer of the Company
Reelection
June 2018
Director and Senior Executive Officer in
663,000
Attendance at Board ofCharge of Corporate Strategy
Directors meetings in FY2022 Apr. 2019
Chief Strategy Officer in Charge of Group
15/15
Business Management
June 2019
Representative Director (incumbent) and Vice
Tenure as Director
President
5 years
Nov. 2019
President and Chief Executive Officer
in charge of the Punch Industry Group(incumbent)[Significant concurrent positions outside the Company]
There are no significant concurrent positions assumed.
[Relationship of special interest in the Company]
There is no special interest between Tetsuji Morikubo and theCompany.
Reasons for nomination as candidate for Director
Since taking the office of Director of the Company in June 2018, Mr. Morikubo has been overseeing the entire businessof the Punch Industry Group, with a focus on management and business development strategies. Furthermore, since
becoming President and Chief Executive Officer in November 2019, he has worked hard for the growth of the Groupand to improve corporate value as a top executive of the Punch Industry Group by utilizing his business experience at
the Company and the Punch Industry Group in China and Southeast Asia. Accordingly, the Company requests that he bereelected as Director to oversee the Group’s management, execute the “Value Creation 2024” mid-term business plan,and direct the further growth of the Group while enhancing its corporate value.

-5-

Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company
Apr. 19842

Number of theCompany’s shares
ownedJoined Victor Company of Japan, Limited(currently JVCKENWOOD Corporation)
Nov. 1998
Seconded to JVC Electronics Malaysia Sdn.
Bhd. as General Manager of Accounting
Department
Oct. 2008
Senior Manager of Finance Strategy Divisionof JVCKENWOOD Holdings, Inc. (currently
JVCKENWOOD Corporation)
Takao Murata
July 2010
General Manager of Accounting & Tax(October 4, 1959)
Supervisory Department of Finance Strategy
Division of JVCKENWOOD Holdings, Inc.
Reelection
Dec. 2010
Joined the Company as Deputy General
Manager of Accounting Department
36,000Attendance at Board ofApr. 2011
General Manager of Accounting Department
Directors meetings in FY2022
July 2011
Executive Officer
15/15
June 2012
Director (incumbent)
Tenure as Director
June 2016
Executive Officer and Chief Financial Officer
11 yearsJune 2017
Senior Executive Officer and Chief Financial
Officer (incumbent)
June 2018
In Charge of Administration (incumbent)[Significant concurrent positions outside the Company]
There are no significant concurrent positions assumed.
[Relationship of special interest in the Company]
There is no special interest between Takao Murata and theCompany.
Reasons for nomination as candidate for Director
Since taking office of Director of the Company in June 2012, Mr. Murata has overseen the Group’s administration
department by utilizing many years of experience and insights in finance and accounting. In addition to centrally
managing the Group’s human, material, financial and information resources, he has promoted reforms in working-styleand corporate governance. As such, the Company requests that he be reelected as Director. He will continue to be incharge of administration and will be the Executive Officer responsible for strengthening the foundation of the “Value
Creation 2024” mid-term business plan, especially in regards to promoting financial and sustainability strategies andhuman capital management.

-6-

Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company
Aug. 1989
Apr. 2008

3

Number of theCompany’s shares
ownedJoined the Company
Seconded to PUNCH INDUSTRY (DALIAN)
CO., LTD.
July 2013
General Manager of PUNCH INDUSTRY(DALIAN) CO., LTD.
June 2015
Executive Officer of the Company and
Chairman of PUNCH INDUSTRY (DALIAN)
CO., LTD.
Akira Takanashi
June 2017
Senior Executive Officer of the Company(May 14, 1969)(incumbent)
Apr. 2018
General Manager of Manufacturing
Reelection
Headquarters and General Manager ofMarketing & Sales Headquarters
25,219Attendance at Board of
Director (incumbent) in Charge of Domestic
Directors meetings in FY2022 June 2018
Businesses
15/15
Apr. 2019
Chief Operating Officer (incumbent) in Charge
Tenure as Directorof Manufacturing and General Manager of
5 years
Manufacturing Headquarters
June 2021
In Charge of Manufacturing
Apr. 2023
In Charge of Operations (incumbent)[Significant concurrent positions outside the Company]
There are no significant concurrent positions assumed.
[Relationship of special interest in the Company]
There is no special interest between Akira Takanashi and theCompany.
Reasons for nomination as candidate for Director
Since taking office of Director of the Company in June 2018, Mr. Takanashi has been a powerful force in improving theGroup’s manufacturing capabilities and product quality as head of manufacturing by utilizing his business experience at
the Company and the Punch Industry Group in China. Accordingly, the Company requests that he be reelected as
Director. He will continue to be in charge of operations, and will be the Executive Officer to integrate manufacturing
and sales, a major issue for management overall, while realizing improvement in corporate value under the “Value
Creation 2024” mid-term business plan.

-7-

Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company
Apr. 2000

4

Number of theCompany’s shares
ownedJoined the Ministry of Economy, Trade andIndustry
June 2007
Joined M&A Advisory Services Department of
Sumitomo Mitsui Banking Corporation
July 2009
Analyst at Toward the Infinite World, Inc.
June 2011
In charge of Public Relations and IR of General
Administration Department of Nabtesco
Corporation
Jan. 2013
Senior Analyst at Analysis Team of Uzabase,Inc.
May 2014
Senior Analyst at Ichiyoshi Securities Co., Ltd.
(Seconded to ICHIYOSHI RESEARCHINSTITUTE INC.)
July 2020
Senior Economist and Senior Analyst at
Information Distribution Section of FISCO Ltd.
Apr. 2021
Part-time Lecturer at Graduate School of Law,
Naruhiko Takatsuji
Aoyama Gakuin University(October 4, 1977)
Apr. 2021
Visiting Researcher at Tama University Center
for Social Investment (incumbent)
Reelection
June 2021
Outside Director of the Company (incumbent)
OutsideJune 2021
Outside Director (Audit and Supervisory
Committee Member) of YAMASHIN-FILTER
Independent
CORP. (incumbent)
–
Jan.
2022
Visiting Professor of Professional University ofAttendance at Board ofInformation and Management for Innovation
Directors meetings in FY2022(incumbent)
15/15
Feb. 2022
Founded Japan Governance & Valuation
InstituteTenure as Outside Director
Director and Economic Analyst (incumbent)
2 years
Apr. 2022
Part-time Lecturer at Faculty of Liberal Arts
and Sciences, Tokyo City University(incumbent)
June 2022
Chairperson of the Board of Directors of theCompany (incumbent)
June 2022
Outside Director of NITTOKU CO., LTD.
(incumbent)[Significant concurrent positions outside the Company]
Director and Economic Analyst at the Japan Institute ofGovernance and Corporate Value
Outside Director (Audit and Supervisory Committee Member)of YAMASHIN-FILTER CORP.
Outside Director of NITTOKU CO., LTD.
[Relationship of special interest in the Company]
There is no special interest between Naruhiko Takatsuji and theCompany.
Reasons for nominating as candidate for Outside Director, expected roles and judging him capable ofappropriately fulfilling duties
Mr. Takatsuji brings to the Company his knowledge and insight as an expert in corporate finance, economic andcorporate analysis, the machinery industry, and investor relations, and also capitalizes on his experience as an outside
director at another company. He has provided helpful advice on the Company’s management strategy from an
independent and objective standpoint. As a chairperson of the Nomination & Remuneration Committee, he has
expressed objective and clear views on the selection and remuneration of candidates for Company office. In addition,
since June 2022, he has contributed to the invigoration and greater efficiency of the Board of Directors proceedings in
his role as Chairperson. As such, the Company requests that he to be reelected as an Outside Director so the Group cancontinue to receive advice from him that will contribute to its growth and the improvement of corporate value.
Although he has never been involved in the management of a company other than as an Outside Director, for thereasons stated above, we are confident that he will continue to appropriately perform his duties in that position.

-8-

Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company
Apr. 1986
June 1992

5

Notes:

1.
2.
3.

4.

5.

Number of theCompany’s shares
ownedJoined IBM Japan Ltd.
Earned Master of Business Administration(MBA) from Kellogg School of Management,
Northwestern University
Sep. 1992
Joined Uniden Corporation (currently Uniden
Holdings Corporation)
June 1997
Director of IDS Corporation
Mariko Ohsato
July 2005
Established Arc Communications Inc.,(April 22, 1963)
Representative Director (incumbent)
June 2016
Director of Public Relations Society of Japan
Reelection(incumbent)
OutsideApr. 2018
Part-time Lecturer at Department of Sport
Independent
Sciences, Waseda University–
Apr. 2019
Vice President of Japan Orienteering
Attendance at Board of
Association (scheduled to retire in June 2023)
Directors meetings in FY2022
Sep. 2020
Outside Director of Uniden Holdings
12/12
Corporation
Nov.
2021
OutsideDirector (Audit and Supervisory
Tenure as Outside Director
Committee
Member) of Uniden Holdings
1 yearCorporation (retired in December 2022)
June 2022
Outside Director of the Company (incumbent)[Significant concurrent positions outside the Company]
Representative Director of Arc Communications Inc.
[Relationship of special interest in the Company]
There is no special interest between Mariko Ohsato and theCompany.
Reasons for nomination as candidate for Outside Director and expected roles
With a proven track record as a corporate manager of business corporations. Ms. Ohsato has extensive experience andknowledge, including as an Outside Director of listed companies and a board member of various organizations. She
capitalizes on this background to contribute to the Company’s decision-making on important management matterswhile also helping to monitor the execution of business. As a member of the Nomination & Remuneration Committee,
she has provided objective and clear opinions on the selection of candidates for the Company’s officers and theappropriateness of their remuneration. The Company also looks forward to her active participation in initiatives toincrease management diversity, including efforts to promote women’s empowerment within the organization.
Accordingly, the Company requests that she be reelected as an Outside Director.
Mr. Naruhiko Takatsuji and Ms. Mariko Ohsato are candidates for Outside Director.
Mr. Takatsuji and Ms. Ohsato satisfy the “Independence Criteria for Outside Directors” stipulated by the Company.
The Company has entered into agreements with Mr. Takatsuji and Ms. Ohsato to limit their liabilities for damages under
Article 423, paragraph (1) of the Companies Act, pursuant to the provisions of Article 427, paragraph (1) of the Act. The
limit of liability for damages under the agreements is the minimum liability amount stipulated under Article 425, paragraph(1) of the Act. If they are reelected as Directors, the Company plans to continue the agreements with them.
The Company has entered into a Directors and Officers liability insurance contract with an insurance company, as provided
for in Article 430-3, paragraph (1) of the Companies Act, under which the directors, audit & supervisory board members,
executive officers, and employees in management and supervisory roles of the Company and its subsidiaries are theinsureds. If elected to the Board of Directors, each candidate will be insured under the policy. The said insurance contract
is intended to cover damages, litigation expenses, etc. to be borne by the insured, including Directors and Audit &Supervisory Board Members of the Company, upon a claim for damages filed by a shareholder, third party, etc. Certain
exclusions apply, however, and damages such as those caused by willful misconduct or gross negligence may not becompensated. In addition, the full insurance premium will be paid by the Company. The said insurance contract is planned
to be renewed with the same terms and conditions upon the next renewal.
The Company has submitted notifications to the Tokyo Stock Exchange for Mr. Takatsuji and Ms. Ohsato as independent
officers as provided for by the aforementioned exchange. If they are elected as Directors, the Company intends to continue
to designate them as independent officers.

-9-Proposal No. 3

Election of Three Directors Who Are Audit and Supervisory Committee Members

At the conclusion of this General Meeting of Shareholders, the terms of office of all three Directors who are Audit
and Supervisory Committee Members will expire.
Therefore, the Company proposes the election of three Directors who are Audit and Supervisory Committee Members.
Each candidate for Director who is an Audit and Supervisory Committee Member has been selected by the Board of
Directors after deliberation at the Nomination & Remuneration Committee, a majority of which are independent
Outside Directors.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
Candidates for Director who are Audit and Supervisory Committee Members are as follows:

Name

GenderAge

1

Minoru Kawano

Male
66

2

Tomoo Suzuki

Male
65

3

Chie Tabata

Female47

CandidateNo.

Current position in the
Company
Director(Full-time Audit andSupervisory Committee
Members)
Outside Director(Audit and Supervisory
Committee Member)–

Reelection:
Candidate for Director to be reelected
New election:
Candidate for Director to be newly elected
Outside:Candidate for outside Director
Independent:
Candidate for independent officer
Note: Age is that at the time of the General Meeting of Shareholders.

- 10 -

Attribute

Attendance atBoard ofDirectors
meetings

Attendance at
Audit andSupervisory
Committee
meetings

Reelection

15/15(100%)

14/14(100%)

15/15(100%)

14/14(100%)–/––/–

Reelection
OutsideIndependentNewelection
OutsideIndependent

Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company
Apr. 1982

1

Number of theCompany’s shares
ownedJoined Victor Company of Japan, Limited(currently JVCKENWOOD Corporation)
May 2007
Seconded to JVC China (Beijing) as General
Manager of Administrative Department(until July 2009)
June 2012
General Manager of Finance Supervisory
Department of Finance Strategy Division of
JVCKENWOOD Corporation
Minoru Kawano
Oct. 2013
Head of Finance Management Group, Finance(May 28, 1957)
Operation Department of Finance Strategy
Division of JVC KENWOOD Corporation
Reelection
July 2014
Joined the Company as Deputy General
Manager of Finance & Accounting Department
Attendance at Board ofGeneral Manager of Finance & Accounting
Directors meetings in FY2022 Apr. 2015
Department
15/15
7,803
June 2017
Executive Officer, General Manager ofAttendance at Audit andAdministration Headquarters and General
Supervisory Committee
Manager of Finance & Accounting Department
meetings in FY2022
Apr. 2018
Executive Officer and General Manager of
14/14
Corporate Audit Office
June 2020
Senior General Manager of Corporate Audit
Tenure as Director
Office2 years
June 2021
Director (Full-time Audit and Supervisory
Committee Member) of the Company(incumbent)[Significant concurrent positions outside the Company]
There are no significant concurrent positions assumed.
[Relationship of special interest in the Company]
There is no special interest between Minoru Kawano and theCompany.
Reasons for nomination as candidate for Director
Mr. Kawano has an understanding of the Company’s business and profound knowledge of finance and accounting,internal audit, internal control, risk management, etc. on the basis of many years of experience in areas of finance andaccounting at his former position and the Company as well as his four years of experience as a person in charge of theinternal audit departments. As a member of the Audit and Supervisory Committee, he audits the execution of work by
the Directors from an objective and neutral standpoint. Given his wealth of experience and proven track record, theCompany requests that Mr. Kawano be reelected as a Director who is an Audit and Supervisory Committee Member.

- 11 -

Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company
Apr. 1982
Oct. 2003

2

Number of theCompany’s shares
ownedJoined NEC Corporation
General Manager of Accounting Department of
Personal
Solution Planning Headquarters ofTomoo Suzuki
NEC
Corporation(January 31, 1958)
July 2008
Seconded to NEC TOSHIBA Space Systems,
Ltd. as Supervisory Manager and General
Reelection
Manager of Business Planning Department
OutsideOct. 2011
General Manager of Management Planning
Independent
Department of NEC TOSHIBA Space Systems,
Ltd.
Attendance at Board of
Full-time Audit & Supervisory Board Member
Directors meetings in FY2022 June 2012–of Nippon Avionics Co., Ltd.
15/15
June 2020
Advisor of Nippon Avionics Co., Ltd. (retired
Attendance at Audit andin June 2021)
Supervisory Committee
June 2021
Outside Director (Audit and Supervisory
meetings in FY2022
Committee Member) of the Company
14/14(incumbent)[Significant concurrent positions outside the Company]
Tenure as Outside Director
There are no significant concurrent positions assumed.
2 years[Relationship of special interest in the Company]
There is no special interest between Tomoo Suzuki and theCompany.
Reasons for nominating as candidate for Outside Director, expected roles and judging him capable ofappropriately fulfilling duties
Mr. Suzuki has been engaged in finance and accounting for many years at business corporations and served as an Audit& Supervisory Board Member for eight years at another business corporation. While he has not been involved inrunning a company in other ways than serving as an outside officer, he appropriately performs his duties as an Audit
and Supervisory Committee Member on the basis of his abundant knowledge on finance and accounting as well as his
auditing experience. The Company looks forward to his contributions to strengthening the audit and supervisory system
and requests that he be reelected as an Outside Director who is an Audit and Supervisory Committee Member.

- 12 -

Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company
Apr. 1998
Dec. 2009
Jan. 2010
June 2015
June 2016

3

Notes:

1.
2.
3.

4.

5.

Number of theCompany’s shares
ownedJoined Merrill Lynch Japan Securities Co., Ltd.
Registered as an attorney at law
Joined Hayabusa Asuka Law Offices
Joined Atsumi & Sakai
Outside Audit & Supervisory Board Member of
C’BON COSMETICS Co., Ltd. (retired June
2020)
Chie TabataNov. 2021
Joined the Law Office of Yohei Suda
July 19, 1975
Feb. 2022
Partner of Tsubame Law Offices (incumbent)–
Nov. 2022
Outside Director (Audit and Supervisory
New election
Committee Member) of Francfranc Corporation
Outside(incumbent)
Independent[Significant concurrent positions outside the Company]
Attorney, Tsubame Law Offices
Outside Director (Audit and Supervisory Committee Member)of Francfranc Corporation[Relationship of special interest in the Company]
There is no special interest between Chie Tabata and theCompany.
Reasons for nominating as candidate for Outside Director, expected roles and judging her capable ofappropriately fulfilling duties
Ms. Chie Tabata involved as an attorney in general corporate law and in many domestic and international cases,
especially in intellectual property law and labor law. While she has not been involved in running a company in otherways than serving as an outside officer, the Company judges her to be appropriate as an Audit and Supervisory
Committee Member performing her duties on the basis of her auditing experience at both listed and unlisted companies
as an audit and supervisory committee member and as an outside director who is an audit and supervisory committee
member. Looking forward to her contributions to the strengthening of the Company’s audit and supervisory system aswell as to receiving appropriate advice regarding efforts to promote women’s empowerment and the strengthening ofcorporate governance, the Company requests that she be newly elected as an Outside Director who is an Audit andSupervisory Committee Member.
Mr. Tomoo Suzuki and Ms. Chie Tabata are candidates for Outside Director.
Mr. Suzuki and Ms. Tabata satisfy the “Independence Criteria for Outside Directors” stipulated by the Company.
The Company has entered into an agreement with Mr. Suzuki to limit his liability for damages under Article 423, paragraph(1) of the Companies Act, pursuant to the provisions of Article 427, paragraph (1) of the Act. The limit of liability fordamages under the agreement is the minimum liability amount stipulated under Article 425, paragraph (1) of the Act. If
he is reelected as Director, the Company plans to continue the agreements with him. Also, if Ms. Tabata is elected as
Director, the Company intends to enter into an agreement with her to limit her liability for damages in the same manner.
The Company has entered into a Directors and Officers liability insurance contract with an insurance company, as provided
for in Article 430-3, paragraph (1) of the Companies Act, under which the directors, audit & supervisory board members,
executive officers, and employees in management and supervisory roles of the Company and its subsidiaries are theinsureds. If elected to the Board of Directors, each candidate will be insured under the policy. The said insurance contract
is intended to cover damages, litigation expenses, etc. to be borne by the insured, including Directors and Audit &Supervisory Board Members of the Company, upon a claim for damages filed by a shareholder, third party, etc. Certain
exclusions apply, however, and damages such as those caused by willful misconduct or gross negligence may not becompensated. In addition, the full insurance premium will be paid by the Company. The said insurance contract is planned
to be renewed with the same terms and conditions upon the next renewal.
The Company has submitted notification to the Tokyo Stock Exchange for Mr. Suzuki as independent officer as provided
for by the aforementioned exchange. If he is reelected as Director, the Company plans to continue to designate him as anindependent officer. If Ms. Tabata is elected as Director, the Company intends to submit notification as independent officer
on her behalf as well.

- 13 -

<Reference>
Skill matrix of the Board of Directors if Proposal No. 2 and Proposal No. 3 are approved as proposed
Experience and knowledge for thefoundation of management
Personnel/
Nomination
Legal/
Corporate
ManufacLabor/
Financial&
Compliance/
management/
turing/Sales/
Independent
Human
GlobalaccountRemuneraRisk
Business
Technology/ Marketing
Outsideresourcesing
tion
management
strategy
Qualitydevelopment
Committee
Attribute, etc.

Category

Name〇

Tetsuji Morikubo

Experience and knowledge beneficial for
management and business operations◎

Directors◎

Akira Takanashi

Directors who
are Audit andSupervisory
Committee
Members●●●

Takao Murata
Naruhiko Takatsuji

〇

〇

●

Mariko Ohsato

〇

〇

◎

Minoru Kawano
Tomoo Suzuki〇

Chie Tabata

〇

●

●

●

●

●
●

●

●

●

●

●

●

●

●

●

●

The Company is adopting an executive officer system. The skills of executive officers who do not serve concurrently
as directors are as follows.
Hirohisa

－

－

◎

●

－

－

●

●

－

－

◎

●

－

－

Makoto Kume

－

－

◎

Fumio Tsuruma

－

－

●

－

－

Morikubo
Hideki
Kinumatsu
Executive
officers

Joji Kawasaki
Tomoki
Katamura

●
●
●

●

●

●

●
●

●

●

●

Masahiko Iwaki
1. ◎ indicates experience in top company management (including at subsidiaries).
2. ● indicates Company judges that candidate has the required skills for a Director or Executive Officer.

Skill set and reason for inclusion
Towards the achievement of the “Value Creation 2024” mid-term business plan and in order to advance efforts aimed
at priority management initiatives and to promote the strengthening of the management foundation, the Company
believes it is necessary for the Board of Directors and the management team to have not only experience andknowledge beneficial for management and business operations but also experience and knowledge related to the
management foundation. Toward this end, we have selected the skills shown below.
Skill set
Corporate management/
Business strategy
GlobalManufacturing/Technology/
Quality
Sales/Marketing
Financial accounting
Legal/Compliance/
Risk management
Personnel/Labor/
Human resources
development

Reason for inclusion
Necessary for important corporate decision-making, managerial judgment, and formulation of strategy
for sustainable growth of the company and enhancement of corporate value over the medium to longterm
Necessary for further acceleration of future global expansion
Necessary to enhance sources of added value, namely manufacturing expertise, technical skills andquality and to promote development of new technology and improve capital efficiency by improving
productivity
Necessary for achieving sales and further growth through development of new products and markets
Necessary to ensure management soundness, promote strategic investments for growth and realize
appropriate shareholder returns
Necessary to ensure management fairness and transparency, and to appropriately respond to various
risks apt to occur in corporate activities
Necessary for the development of human resources capable of achieving management strategies byformulating and operating fair and appropriate personnel systems and fostering environments thatmaximize individual abilities- 14 -

Policy and Procedure in Nominating Candidates for Director
Candidates are proposed by the Representative Director provided that the following requirements are met, anddetermined by the Board of Directors after deliberation on their eligibility at the Nomination & Remuneration
Committee, a majority of which are independent outside directors.
Requirements for Directors
(i)
(ii)
(iii)
(iv)

The person has personality and insight that is appropriate for a director of a listed company
The person has no health issues, both physically and mentally, in performing duties as Director
The person has excellent managerial judgment and management execution capabilities
The person has sufficient experience and knowledge to fulfill duties as Director in relation to the operationsof the Company and its Group(v) The person has abundant expertise/experience and is a talented individual who can contribute to sustainablegrowth of the Company and increase in corporate value over the medium to long term(vi) His/her concurrent assignments as officer at other listed companies are within reasonable limits, allowing
him/her to allocate sufficient time and efforts to businesses as Director of the Company(vii) The person satisfies Independence Criteria for Outside Directors(viii) Independence from a person with responsibility to execute business(ix) Ability to maintain integrity and objectivity(x) At least one Director should preferably have reasonable knowledge on finance and accounting

Note: Among the above, (i) to (iv) are requirements for internal Directors, (i) to (iii) and (v) to (vii) are those for
Outside Directors, and (viii) to (x) in addition to the above mentioned are those for Directors who are Audit andSupervisory Committee Members.
Independence Criteria for Outside Directors
If a person does not fall under any of the below items in addition to meeting the requirements for outside directors
for the purpose of the Companies Act, the Company judges the relevant outside director to have independence withno risk of conflict of interest with general shareholders.
(i)

A person with the current responsibility to execute business*1 of the Company and its affiliates (the Group
hereinbelow), or who has had such responsibility in the past(ii) A party who has the Group as a major trading partner*2 or a person with responsibility to execute businessfor such party(iii) A major trading partner of the Group or a person with responsibility to execute business for such trading
partner(iv) A major shareholder*3 of the Company or a person with responsibility to execute business for suchshareholder(v) A person with responsibility to execute business for a company of which the Group is a major shareholder(vi) A person who belongs to an auditing corporation which acts as Statutory Accounting Auditor of the Company(vii) A lawyer, certified public accountant, tax accountant, or consultant, etc. who receives a large amount*4 ofmoney or other financial benefits other than officers’ remuneration from the Group. Where a relevant person
who receives such benefits is an entity such as a corporation or association, persons who belong to such
entity are included.
(viii) A party who receives a large amount of donations or grants from the Group, or a person with responsibility
to execute business for such party(ix) A financial institution or its affiliated company from which the Group borrows money in excess of 2% of its
consolidated total assets as at the end of the most recent fiscal year, or a person with responsibility to executebusiness for such companies(x) Where a person with responsibility to execute business for the Group concurrently assumes office of outside
officer of another company, a person with responsibility to execute business for such other company or its
affiliates(xi) A person who has fallen under (ii) to (x) in the above during the past three years(xii) Where a person who falls under (i) to (xi) in the above assumes an important post (an officer or employee ina General Manager post or other equivalent positions), his/her spouse and relative within the second degreeof kinship
Notes:*1 A person with responsibility to execute business: executive director, executive officer, officer in charge of theexecution of the operations of other entities, etc., and staff member/employee who executes business- 15 -

*2 Major trading partner: A trading partner where the amount of business with such partner exceeds 2% of its
consolidated sales during the most recent financial year
*3 Major shareholder: A shareholder who possesses 10% or more of voting rights, including direct and indirectownership*4 A large amount: More than ¥10 million a year in the case of an individual, and more than an amount equivalent
to 2% of its annual total revenue in the case of an entity such as a corporation or association- 16 -

Proposal No. 4

Election of One Substitute Director Who Is an Audit and Supervisory Committee Member

The Company proposes the election of one Substitute Director who is an Audit and Supervisory Committee Member
to be ready to fill a vacant position should the number of Directors who are Audit and Supervisory Committee
Members fall below the number required by laws and regulations.
A candidate for substitute Director who is an Audit and Supervisory Committee Member has been selected by the
Board of Directors after deliberation at the Nomination & Remuneration Committee, a majority of which are
independent Outside Directors.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
Candidate for Substitute Director who is an Audit and Supervisory Committee Member is as follows:
Name(Date of Birth)

Career Summary
Apr. 1980
July 2004

Number of theCompany’s shares
ownedJoined Kewpie Corporation
General Manager of HR Headquarters and Labor Relationsof Kewpie Corporation
July 2005
General Manager of Labor Relations, General Affairs, andthe Consignment Business at SK.System Co., Ltd.
Feb. 2010
Representative Director of SK.System Co., Ltd.
Kiyotaka Yokokoji
Feb. 2013
Executive Officer and General Manager of HR Headquarters(November 17, 1957)
of Kewpie Corporation–
Feb. 2018
Full-time Corporate Auditor of Kewpie Corporation (retired
Outsidein Feb. 2022)
Independent
May 2023
Full-time Corporate Auditor (Outside) of ALINK, Internet,
INC. (incumbent)[Significant concurrent positions outside the Company]
Full-time Corporate Auditor (Outside) of ALINK, Internet, INC.
[Relationship of special interest in the Company]
There is no special interest between Kiyotaka Yokokoji and the Company.
Reasons for nomination as candidate for Substitute Outside Director who is an Audit and Supervisory Committee Member
and expected roles
Mr. Kiyotaka Yokokoji has been involved for many years in work related to personnel and labor relations at business corporations,and he has further experience in senior management and as a full-time corporate auditor. The Company judges him to be appropriate
as an Outside Director of the Company who is an Audit and Supervisory Committee Member and requests his election as a
Substitute Outside Director who is an Audit and Supervisory Committee Member.
If Mr. Yokokoji takes office as an Outside Director who is an Audit and Supervisory Committee Member, the Company will lookforward to his capitalizing on his experience in management and as a full-time corporate auditor to execute audits appropriately.
Notes: 1. Mr. Kiyotaka Yokokoji is a candidate for Substitute Outside Director who is an Audit and Supervisory Committee Member.
2. Mr. Yokokoji satisfies the “Independence Criteria for Outside Directors” stipulated by the Company.
3. If Mr. Yokokoji takes office as a Director who is an Audit and Supervisory Committee Member, the Company intends toenter into an agreement with him to limit his liability for damages under Article 423, paragraph (1) of the Companies Act,
pursuant to the provisions of Article 427, paragraph (1) of the Act. The limit of liability for damages under the agreement
is the minimum liability amount stipulated under Article 425, paragraph (1) of the Act.
4. The Company has entered into a Directors and Officers liability insurance contract with an insurance company, as provided
for in Article 430-3, paragraph (1) of the Companies Act, under which the directors, audit & supervisory board members,
executive officers, and employees in management and supervisory roles of the Company and its subsidiaries are theinsureds. The insurance contract is intended to cover damages, litigation expenses, etc. to be borne by the insured,
including Directors of the Company, upon a claim for damages filed by a shareholder, third party, etc. If Mr. Yokokoji
takes office as a Director who is an Audit and Supervisory Committee Member, he will be insured under the contract.
The said insurance contract is planned to be renewed with the same terms and conditions upon the next renewal.
5. If Mr. Yokokoji takes office as a Director who is an Audit and Supervisory Committee Member, the Company plans tosubmit notification to the Tokyo Stock Exchange for him as an independent officer as provided for by the aforementioned
exchange.

- 17 -

Proposal No. 5

Continuation of the Countermeasures Against Large Acquisition of Shares in the
Company (Anti-takeover Measures)

At the Company’s Board of Directors meeting held on April 10, 2020, the Company resolved to adopt Countermeasures
Against Large Acquisition of Shares in the Company (anti-takeover measures) (hereinafter referred to as the “Current
Plan”), and the shareholders approved these measures at the Company’s 46th Annual General Meeting of Shareholders
held on June 25 of the same year. This Current Plan expires at the close of this General Meeting.
The Company has continued to explore how this adopted Current Plan should work, including whether we should maintainit, as one of our efforts to secure and enhance the corporate value of the Company, along with profits shared withshareholders. We have considered changes in social and economic conditions, various moves and developments indiscussion associated with anti-takeover measures, and the objectives of Japan’s Corporate Governance Code, among
others.
As a result, at the Company’s Board of Directors meeting held on May 12, 2023, the Company resolved to continue theCurrent Plan (this Plan to be continued is hereinafter referred to as the “Plan”) on condition that its shareholders approvethe continuation at this General Meeting. The Plan is part of our efforts to prevent the determination of financial andbusiness policies of the Company from being controlled by an inappropriate person (Article 118, item (iii), (b), 2 of theRegulations for Enforcement of the Companies Act) in light of the basic policies regarding way a person is to control thedetermination of financial and business policies of the Company (as specified in Article 118, item (iii) of the Regulations
for Enforcement of the Companies Act; hereinafter referred to as the “Basic Policies”).
We present this proposal to request our shareholders’ approval for the continuation of the Plan.
This Plan remains practically unchanged from the Current Plan, except for modifications to and reordering of some words
and phrases in the Current Plan.

I Reasons for the Proposal
1. Descriptions of the Basic Policies
The Company believes that those who control decisions on the Company’s financial and business policies need tobe the persons who fully understand the Company’s finances and businesses in detail, along with the source of theCompany’s corporate value, and make it possible for the Company to continuously and sustainably ensure andenhance its corporate value and, in turn, the common interests of its shareholders.
The Company believes that any decision regarding a proposed acquisition involving a transfer of control of theCompany should ultimately be made according to the will of all shareholders of the Company. Moreover, theCompany will not reject large acquisition of the Company’s shares if it will contribute to the corporate value of theCompany, and eventually to the common interests of its shareholders.
However, there are not a few cases in which large share acquisition may cause obvious harm to corporate value andthe common interests of shareholders in terms of the purpose of the acquisition, may effectively force shareholders
to sell their shares, may not provide sufficient time and information for the target company’s board of directors andshareholders to consider the details, etc., of the large share acquisition or for the target company’s board of directors
to make an alternative proposal, or may require the target company to have discussions or negotiations with thepotential acquirer in order to bring about more favorable terms than those offered by the potential acquirer, that
may not contribute to the target company’s corporate value and the common interests of its shareholders.
Unless a person making large acquisition of shares in the Company understands the source of the Company’s
corporate value and is able to secure and enhance the source over the medium to long term, the Company’s corporate
value and the common interests of its shareholders will be damaged.
The Company believes that a person who conducts such large share acquisition that does not contribute to thecorporate value of the Company and the common interests of its shareholders is inappropriate as a person who
controls decisions on the Company’s financial and business policies, and that it is necessary to ensure the corporate
value of the Company and the common interests of its shareholders by taking necessary and reasonablecountermeasures against such large share acquisition by the person.

- 18 -

2. Summary of the Special Initiatives that Contribute to the Implementation of the Basic Policies(i) Initiative as the mid-term business plan
To achieve its corporate vision, the Company is undertaking Value Creation (VC) 2024, a three-year midterm business plan launched in fiscal 2022.
VC 2024 specifies that “customers’ all-time first choice” is what the Company seeks to become, with “demand
for automation and labor saving” in manufacturing as a new growth engine. It states that “expansion of new
and existing businesses,” “strengthening the production system,” and “strengthening R&D” as the threepriority initiatives, and that, as the measures to strengthen our management foundations that support these
initiatives, we will pursue “digital transformation (DX) promotion,” “financial strategy,” and “sustainability.”● Expansion of new and existing businesses
In our new business, to meet the growing demand for automation and labor saving, we are working to
expand the sales of special order products in the FA areas by applying the technology we have developed
through the manufacturing of special order components for dies. In our existing business, we are working
to improve ordered services and expand our sales network to Southeast Asia as well as North America andEurope.
● Strengthening the production system
We are working to streamline the Group’s production systems by boosting the production capacities ofplants in Japan and overseas and improving technologies and quality in order to reduce cost.
● Strengthening R&D
We are pursuing the enhancement of our technological capability and the development of new technologies
through P-Bas®, a technology that enables the production of an ideal cooling circuit by bonding multiple
components, and aerospace-related projects.
● DX promotion
In addition to creating new IT-driven services, we are working to overhaul our internal IT infrastructure,organize our data, and improve its analyses, along with providing training to human resources for DX whowork on these tasks.
● Financial strategy
We have adopted management based on return on invested capital (ROIC) as a new approach in order toacquire greater earning power and to pursue the optimal capital structure.
● Sustainability
We rise to the challenges facing society, including those of decarbonization and other efforts to protect the
global environment and of ensuring respect for human rights, thereby increasing our corporate value. We
also believe that human resources are capital and the source of our corporate value. Thus, we work on humancapital-oriented management as well as improvements in our corporate governance, with the aim ofachieving fair and highly transparent management.
(ii)

Efforts to establish stronger corporate governance
The Company believes that establishing corporate governance is key to ensuring compliance with laws andregulations to fulfill its social responsibility in good faith, as well as to ensuring greater health andtransparency of management, protecting the interests of shareholders, customers, and all other stakeholders,and achieving its sustainable growth and increasing its medium- to long-term corporate value. Our efforts toimprove our corporate governance include the establishment of the Nomination & Remuneration Committee,
evaluation of the effectiveness of the Board of Directors, improvements in the executive officer system,change of the Chairperson of the Board of Directors to an Outside Director, and reorganization of the executive
compensation system by adopting restricted stock units, among other measures. To further strengthen the
supervisory function for the Board of Directors, we have transitioned to a company with audit and supervisorycommittee from a company with board of company auditors in accordance with the resolution of the 47th
Annual General Meeting of Shareholders held on June 23, 2021.

3. Purpose of the Plan
The purpose of the Plan is to ensure and enhance the corporate value of the Company and the common interests of
its shareholders, following the Basic Policies stated in 1. above.

- 19 -

As specified in the Basic Policies, the Board of Directors of the Company believes that a person who conducts large
acquisition of shares in the Company that does not contribute to the corporate value of the Company and thecommon interests of its shareholders is inappropriate as a person who controls decisions on the Company’s financial
and business policies. To prevent this type of inappropriate person from controlling decisions on the Company’s
financial and business policies, and to deter the person from conducting large acquisition of shares in the Company
that works against the corporate value of the Company and the common interests of its shareholders, this Plan
intends to enable the Board of Directors of the Company to make an alternative proposition to shareholders or tosecure the information and time that shareholders would need to determine whether to accept such large shareacquisition, and to negotiate for shareholders, if such large acquisition is conducted.

II Details of the Proposal
1.

Summary of the Plan
This Plan specifies the procedure necessary to fulfill the above purpose should anyone attempt to acquire 20% ormore of the share certificates of the Company, such as requesting the potential acquirer to provide information inadvance. The Plan also states that, if the procedure for the Plan begins, a potential acquirer must not conductacquisition until the Board of Directors of the Company or the General Meeting of Shareholders resolves not to
invoke the Plan.
If the given requirements are met to invoke the Plan because a potential acquirer does not follow the procedure
specified in this Plan, or because intended large acquisition of share certificates of the Company is likely to damage
the corporate value of the Company and the common interests of its shareholders, the Company may takecountermeasures (as defined in (e) under 2. (1) “Procedures for invoking the Plan” below; the same shall apply
hereinafter). These measures include allotting share acquisition rights subject to the condition that, in principle, therights may not be exercised by a potential acquirer and to call that allows the Company to acquire share acquisitionrights from persons other than a potential acquirer in exchange for shares in the Company. This allotment shall bedone by means of allotment of share acquisition rights to all shareholders as of then (except for the Company)
without contribution.
When these Share Acquisition Rights (as defined in (a) under 2. (1) “Procedures for invoking the Plan” below; thesame shall apply hereinafter) are allotted without contribution according to the Plan and shares in the Company aredelivered to shareholders other than the potential acquirer through the exercise of the rights or acquisition of therights by the Company, the ratio of voting rights the potential acquirer has over the Company may be diluted up to50%.
To exclude any arbitrary decision by Directors on whether to allot these Share Acquisition Rights without
contribution or on the acquisition of the rights according to the Plan, an objective decision made by the Independent
Committee, which consists of Outside Directors of the Company and/or outside experts who are independent fromthe management team of the Company, shall precede a decision of the Board of Directors of the Company.
In addition to this, the Board of Directors of the Company may call a general meeting of shareholders to confirm
the will of shareholders should a case prescribed in the Plan arise.
We shall ensure the transparency of how this procedure is followed by disclosing information to shareholders.

- 20 -

2. Descriptions of the Plan
(1) Procedures for invoking the Plan (please refer to Appendix 1: Flowchart of the Countermeasures Against Large
Acquisition of Shares in the Company)(a)Purchase subject to the Plan
This Plan shall apply when an action that corresponds to or is similar to either (i) or (ii) below is taken (including
a proposal for either of these actions (Note 1.)) (except for any action to which the Board of Directors of theCompany has separately resolved not to apply the Plan; hereinafter referred to as a “Purchase.”).
(i) A purchase or any other acquisition that would raise the ownership ratio (Note 2.) of share certificates, etc.
(Note 3.) issued by the Company that the holder (Note 4.) has to 20% or more.
(ii) A tender offer (Note 5.) that would lead the sum of the ownership ratios (Note 6.) of share certificates, etc.
(Note 7.) issued by the Company that are held by the tender offeror and by the offeror’s specially related party(Note 8.) to be 20% or more.
Any person who offers to make a Purchase (hereinafter referred to as an “Offeror”) shall prepare to follow theprocedure specified in the Plan and must not carry out the Purchase until the Board of Directors of the Company
resolves not to allot share acquisition rights (the major details of the rights are described in (3) “Summary ofallotment of the Share Acquisition Rights without contribution” below; hereinafter referred to as the “Share
Acquisition Rights”) without contribution or take any other countermeasures, or a General Meeting of Shareholdersof the Company rejects the proposal to allot the Share Acquisition Rights without contribution or take any othercountermeasures, in accordance with the Plan.
Note 1.
Note 2.
Note 3.
Note 4.

Note 5.
Note 6.
Note 7.
Note 8.

“Proposals” include solicitation from a third party.
Defined in Article 27-23, paragraph (4) of the Financial Instruments and Exchange Act. The same shall apply hereafter in this
proposal.
Defined in Article 27-23, paragraph (1) of the Financial Instruments and Exchange Act. The same shall apply hereafter in this proposal
unless otherwise specified.
Including persons who are included in the holders pursuant to Article 27-23, paragraph (3) of the Financial Instruments and Exchange
Act (including persons who are recognized to fall under this category by the Board of Directors of the Company). The same shallapply hereafter in this proposal.
Defined in Article 27-2, paragraph (6) of the Financial Instruments and Exchange Act. The same shall apply hereafter in this proposal.
Defined in Article 27-2, paragraph (8) of the Financial Instruments and Exchange Act. The same shall apply hereafter in this proposal.
Defined in Article 27-2, paragraph (1) of the Financial Instruments and Exchange Act.
Defined in Article 27-2, paragraph (7) of the Financial Instruments and Exchange Act (including those who are recognized to fallunder this category by the Board of Directors of the Company). However, with respect to the persons set forth in item (i) of the same
paragraph, those set forth in Article 3, paragraph (2) of the Cabinet Office Order on Disclosure Required for Tender Offer for Share
Certificates by Persons Other Than Issuers are excluded. The same shall apply hereafter in this proposal.

(b) Submission of a Letter of Intent
Prior to commencing or executing the Purchase, the Offeror is required to submit to the Company, in a form
separately prescribed by the Company, a legally binding document (signed or stamped with a name and seal bya representative of the Offeror who must not attach any conditions for submission of the document or withhold
the submission) containing a covenant to comply with the procedures of the Plan and a certificate of qualificationof the representative who has signed or stamped the document (hereinafter collectively referred to as a “Letterof Intent”). In the Letter of Intent, the Offeror is required to clearly indicate the name, address or main office,location of its office, the law governing its establishment, name of its representative, contact information in
Japan, and summary of the contemplated Purchase. The language used in the Letter of Intent, the Purchase
Explanation specified in (c) below, and any other documents that the Offeror submits to the Company or the
Independent Committee shall be only Japanese.
(c)Request for information to the Offeror
The Company delivers to the Offeror the form of the Purchase Explanation (defined below) (including a list of
information that should be provided by the Offeror to the Company) within ten business days of receipt of theLetter of Intent. The Offeror is required to submit to the Board of Directors of the Company a document(hereinafter referred to as the “Purchase Explanation”) providing the information that the Board of Directors of
the Company or the Independent Committee thinks is necessary to examine the details of the Purchase by theOfferor, including the information prescribed in the items below (hereinafter referred to as the “Necessary
Information”) as per the form delivered by the Company. When the Board of Directors of the Company receives
the Purchase Explanation, it promptly sends the Explanation to the Independent Committee (please refer toAppendix 2: Summary of the Rules of the Independent Committee for the criteria for appointment of
Independent Committee members, matters for resolution and requirements for resolution by the Committee, etc.
Appendix 3: Independent Committee Members - Career Summaries shows short biographies of the Committee
members scheduled to assume the position when the Plan continues). The Board of Directors of the Company- 21 -

and the Independent Committee may request the Offeror to provide additional information by a suitably
specified deadline if they decide that the details contained in the Purchase Explanation are inadequate as theNecessary Information. In this case, the Offeror is required to provide the additional information to the Boardof Directors of the Company and the Independent Committee by the deadline.

Details of the Offeror and its group (e.g., any joint holder (Note 9.), specially related party, specially related
party of a person of whom the Offeror is a controlled corporation or other organization (Note 10.), and anyother closely related parties) (including their names, capital relationships, details of their finances, theirfinancial performance, whether they have violated the laws and regulations and details of the violation if any,
and details of any past transactions similar to the Purchase made by the Offeror) (Note 11.)(ii) The objective of the Purchase, method to be used for the Purchase and descriptions thereof (including the value
and type of the consideration, schedule, how related transactions work, the legality of the method, andfeasibility)(iii) Value of the Purchase and details of the basis for calculation(iv) Details of any agreement related to share certificates, etc. of the Company between the Offeror and a third
party, and information about any past acquisition of share certificates, etc. of the Company by the Offeror(v) The financial backing for the Purchase (including the specific name of the provider of funds for the Purchase(including substantial providers of funds for acquisition), the method of financing, and the details of relatedtransactions)(vi) Communication with a third party about the Purchase and, if any, what has been communicated(vii) Management policy, business plan, capital policy and dividend policy of the Company after the offered
Purchase is carried out(viii) Policy regarding shareholders of the Company (excluding the Offeror), employees and trading partners of theCompany, local communities, and any other stakeholders of the Company after the Purchase is carried out(ix) Specific measures to avoid conflicts of interest with other shareholders of the Company(x) Information regarding relationships with anti-social forces(xi) Any other information that the Board of Directors or the Independent Committee of the Company reasonably
determines to be necessary(i)Note 9.

Joint holders as defined in Article 27-23, paragraph (5) of the Financial Instruments and Exchange Act, including those deemed to be
joint holders pursuant to paragraph (6) of the same article (including those who are recognized to fall under this category by the Boardof Directors of the Company). The same shall apply hereafter in this proposal.
Note 10. Defined in Article 9, paragraph (5) of the Order for Enforcement of the Financial Instruments and Exchange Act.
Note 11. If the Offeror is a fund, information about union members and other members that corresponds to the information stated in (i) is
included.

(d) Review of the terms of the Purchase, negotiation with the Offeror, and review of alternative proposals(i) Request for information from the Board of Directors of the Company
When the Offeror submits the Purchase Explanation and the additional information requested by the Board of
Directors or the Independent Committee of the Company (if any), the Independent Committee may also requestthat the Board of Directors of the Company provide its opinions about the details of the Purchase made by theOfferor (including those that express the intention to withhold opinions; the same shall apply hereinafter),documents that serve as the basis for the opinions, alternative proposals (if any), and any other information that
the Independent Committee suitably recognizes as necessary, by the end of the response period that the
Independent Committee suitably sets (hereinafter referred to as the “Board of Directors Review Period”) so thatthe date falls sometime during the Independent Committee Review Period (defined in (ii) “Review and otheractions by the Independent Committee” below).
(ii) Review and other actions by the Independent Committee
When the Independent Committee acknowledges that the Offeror has provided the information (including
additionally requested information), the Committee reviews the details of the Purchase, collects information
about and compares the management and business plans by the Offeror and the Board of Directors of theCompany, and reviews the alternative proposals presented by the Board of Directors of the Company over theperiod that begins from the day all the information is received and ends when, as a rule, 90 days pass (hereinafterreferred to as the “Independent Committee Review Period”) (Note 12.). During the review, the Independent
Committee may receive advice from financial advisors, certified public accountants, lawyers, tax accountants,
consultants, and other relevant experts at the expense of the Company.
The Independent Committee may also have direct or indirect discussions or negotiations with the Offeror if
doing so is necessary to improve the details of the Purchase in order to ensure and enhance the corporate valueof the Company and the common interests of its shareholders. If the Independent Committee requests the- 22 -

Offeror, directly or indirectly, to provide documents for review or other information, or to hold discussions or
negotiations, the Offeror must promptly comply with the request.
The Independent Committee may extend the Independent Committee Review Period for another reasonable
length needed to review the details of the Purchase made by the Offeror and alternative proposals (if any) as
well as to negotiate with the Offeror (note that, as a rule, the extension shall not exceed 30 days).
Note 12. We are aware that independent committees of some companies have different review periods for an offer to purchase all sharecertificates, etc., in exchange for money (in yen) and for any other partial offers as part of their anti-takeover measures. We believethat it is practical for the Company to have the same Independent Committee Review Period for both types of offers because the duties
that the Independent Committee should perform (including reviewing the details of the Purchase, collecting information about andcomparing the management and business plans by the Offeror and the Board of Directors of the Company, and reviewing thealternative proposals presented by the Board of Directors of the Company) are essential, regardless of the type of consideration.

(e)Advice offered by the Independent Committee
Following the above procedures, the Independent Committee may advise the Board of Directors of the Company
to allot the Share Acquisition Rights without contribution or take other measures that are allowed under the laws
and regulations and the Articles of Incorporation of the Company (hereinafter collectively referred to as“Countermeasures”) if the Committee decides that either of the reasons for invoking the Plan that are specified
in (2) “Requirements for implementation of Countermeasures” (hereinafter collectively referred to as “Reasonsfor Invoking the Plan”) below applies to the Purchase. The Independent Committee may also add to the advice
a statement that the Board should confirm the will of shareholders before taking Countermeasures, allowing theBoard to withhold immediate action.
Note that, after it advises that Countermeasures be taken, the Independent Committee may offer new advice
about dropping the Countermeasures or other relevant actions if it decides that either of the reasons stated below
applies to the Purchase in question. After it advises that the Share Acquisition Rights be allotted without
contribution, the Independent Committee may offer new advice, by two business days before the ex-rights date
for the allotment of the Share Acquisition Rights without contribution, that the allotment of the Share
Acquisition Rights without contribution should be cancelled. Or, from the effective date of the allotment of the
Share Acquisition Rights without contribution to one day before the first date of the exercise period for the Share
Acquisition Rights, the Committee may advise that the Share Acquisition Rights be acquired without
contribution.
(i) The Offeror withdraws the Purchase, or the Purchase ceases to exist for any other reasons, after the advice isgiven.
(ii) The Reasons for Invoking the Plan cease to exist because of changes in the facts which prompted the decision tooffer the advice, or for any other reasons.
However, if it decides that there are no Reasons for Invoking the Plan against the Purchase, the Independent
Committee shall not advise the Board of Directors of the Company to take any Countermeasures. Note that,even when it decides not to advise that Countermeasures be taken, the Independent Committee may offer new
advice that Countermeasures should be taken if any Reasons for Invoking the Plan arise at a later date becauseof changes in the facts which prompted the decision to offer the advice against Countermeasures.
In addition to the above, if the Purchase may damage the corporate value of the Company, and thus the common
interests of its shareholders, the Independent Committee may also advise that a General Meeting of Shareholders
be held to confirm the will of shareholders regarding the Purchase by the Offeror, giving the reason for theadvice.
(f) Resolution of the Board of Directors
When it receives advice from the Independent Committee in accordance with (e) above, the Board of Directorsof the Company shall honor the advice to the fullest extent and promptly adopt a resolution to implement or not
to implement Countermeasures as an organ that abides by the Companies Act. Note that, if it decides to hold aGeneral Meeting of Shareholders pursuant to (g) below, the Board of Directors of the Company shall adopt its
resolution in accordance with the resolution of the General Meeting of Shareholders.
(g) Convocation of a General Meeting to Confirm the Will of Shareholders
The Board of Directors of the Company shall convene a General Meeting of Shareholders to confirm the will of
shareholders (hereinafter referred to as a “General Meeting to Confirm the Will of Shareholders”) if: (I) the
Independent Committee has given a statement that the Board should obtain approval for taking Countermeasuresfrom shareholders at a General Meeting, or advised the Board to confirm the will of shareholders regarding thePurchase by the Offeror, in accordance with (e) above, or (II) whether Reason for Invoking the Plan 2 isapplicable to a certain Purchase is questioned, and the Board of Directors of the Company, taking account of
the time needed to hold a General Meeting of Shareholders, decides that it is appropriate to confirm the will of
shareholders in light of the duty of due care of a prudent manager.
(h) Disclosure of information
As part of its administration of the Plan, the Company will, in accordance with applicable laws and regulations- 23 -

or policies and rules specified by the relevant financial instruments exchange, disclose information in a timely
manner regarding the progress (including the fact that the Letter of Intent and Purchase Explanation have been
submitted, the fact that the Independent Committee Review Period has commenced, and/or the fact that the
Independent Committee Review Period has been extended, coupled with the extended period and the reasonsfor the extension) of each procedure of the Plan, a summary of the advice by the Independent Committee, asummary of the resolutions of the Board of Directors of the Company, a summary of the resolution of theGeneral Meeting to Confirm the Will of Shareholders, and other matters deemed appropriate by the Independent
Committee or the Board of Directors of the Company.
(2)

Requirements for implementation of Countermeasures
Any of the reasons stated below are required to invoke the Plan to take Countermeasures. As stated in (e) under (1)“Procedures for invoking the Plan” above, advice from the Independent Committee always precedes a decision about
whether any of the requirements below applies.
Reason for Invoking the Plan 1
The Purchase does not follow the procedure specified in the Plan (including cases in which the time and information
reasonably needed to judge the details of the Purchase are not given), and it merits Countermeasures.
Reason for Invoking the Plan 2
Any of the following applies to the Purchase, and the Purchase merits Countermeasures.
(a) The Purchase may cause obvious harm to the corporate value of the Company and the common interests of its
shareholders through any of the following acts:
Buying up share certificates, etc., and demanding that the Company or its stakeholders purchase these sharecertificates, etc., at a high price(ii) Temporarily controlling the management of the Company to acquire the Company’s important assets at low
cost, and any other acts of management intended to serve the interest of the Offeror at the expense of theCompany(iii) Misappropriating the Company’s assets to put them up as collateral for debt obligations of the Offeror or its
group companies or to use them as funds for repayment of the debts(iv) Temporarily controlling the management of the Company to dispose of high-priced assets that have no
relevance to its current business, and using the profits from such disposal to pay high dividends temporarily,or selling the shares at a high price by taking advantage of the opportunity afforded by the sudden rise in shareprices created by the temporary high dividends(b) If the Purchase was for a coercive two-tiered purchase (a tender offer or other acquisition of shares without(i)

soliciting the acquisition of all shares in the initial acquisition and with unfavorable or unclear terms for the second
stage of the acquisition) or any other purchases that may effectively coerce shareholders into selling their shares(c) The conditions for the Purchase (including the value and type of the consideration, schedule, legality of themethod, and feasibility) are inadequate or inappropriate in terms of the primary value of the Company(d) The Purchase is likely to pose a serious threat that would go against the corporate value of the Company and thecommon interests of its shareholders by damaging any relationships with interested parties, such as employees of
the Company, who are essential to create the corporate value of the Company, or by taking any other equivalentactions.
(3)

Summary of allotment of the Share Acquisition Rights without contribution
The following summarizes the allotment of the Share Acquisition Rights without contribution that is implemented inaccordance with the Plan.
(a) Number of Share Acquisition Rights
The number shall be the same as the finalized total number of outstanding shares in the Company as of a dateseparately specified (hereinafter referred to as the “Allotment Date”) by resolution of the Board of Directors
concerning the allotment of the Share Acquisition Rights without contribution (hereinafter referred to as the“Resolution for Allotment of the Share Acquisition Rights Without Contribution”) (note that the number of theseshares held by the Company on this Date shall be deducted).
(b) Shareholders Entitled to Allotment- 24 -

We allot one Share Acquisition Right to shareholders (other than the Company) recorded in the Company’s final
shareholder register as of the Allotment Date (hereinafter referred to as “Shareholders Entitled to Allotment”) for
each share in the Company they hold.
(c) Effective date of the allotment of the Share Acquisition Rights without contribution
The date will be separately specified by the Resolution for Allotment of the Share Acquisition Rights Without
Contribution.
(d) Number of shares to be issued upon exercise of the Share Acquisition Rights
As a rule, the number of shares in the Company to be issued upon exercise of one Share Acquisition Right(hereinafter referred to as the “Number of Shares Issued per Exercised Right”) is one.
(e) Value of property contributed upon exercise of the Share Acquisition Rights
The objective of the contribution made upon exercise of the Share Acquisition Rights shall be to acquire money,
and the value of the property contributed upon exercise of the Share Acquisition Rights per share in the Company
shall be the amount separately determined by the Resolution for Allotment of the Share Acquisition Rights
Without Contribution within the range of a minimum of one yen and a maximum of one-half of the market priceof one share in the Company. The “market price” shall be separately specified by the Resolution for Allotment of
the Share Acquisition Rights Without Contribution.
(f)

Exercise period of the Share Acquisition Rights
The first day shall be separately specified by the Resolution for Allotment of the Share Acquisition Rights Without
Contribution (The first day of the exercise period is hereinafter referred to as the “Start Date of the Exercise
Period”), and a period that ranges from one month to six months shall be separately specified as the exercise periodby the Resolution for Allotment of Share Acquisition Rights Without Contribution.

(g) Exercise conditions of the Share Acquisition Rights
The Share Acquisition Rights may not be exercised by (I) a specified large volume holder (Note 13.), (II) a joint
holder of a specified large volume holder, (III) a specified large volume purchaser (Note 14.), (IV) a party speciallyrelated to a specified large volume purchaser, or (V) a person who has received or succeeded the Share Acquisition
Rights from a person to whom any of (I) to (IV) above applies without approval from the Board of Directors of
the Company, or (VI) a party affiliated with a person to whom any of (I) to (V) above applies (Note 15.) (Persons
to whom any of (I) to (VI) applies are hereinafter collectively referred to as “Non-qualified Persons”), unless there
are certain exceptional grounds (Note 16.).
Non-residents who are required to follow prescribed procedures to exercise the Share Acquisition Rights underapplicable foreign laws and regulations may not, in principle, exercise the Share Acquisition Rights (note that the
Share Acquisition Rights held by non-residents are also subject to acquisition by the Company in exchange for
the Company’s shares, as described in (i)-(2) below, on condition that applicable laws and regulations areobserved). Furthermore, persons who do not submit a written pledge in the format provided by the Company that
contains representations and warranties stating the conditions for exercise of the Share Acquisition Rights are met,
as well as indemnification and other wording for commitment, may not exercise the Share Acquisition Rights.
Note 13. In principle, this refers to a holder of share certificates, etc. issued by the Company who holds 20% or more of share certificates, etc.,
related to those share certificates, etc. (including those who are recognized as persons to whom this criterion applies by the Board of
Directors of the Company). However, such a person shall not qualify as a specified large volume holder if the Board of Directors of
the Company recognizes that acquisition and holding of share certificates, etc., of the Company by this person does not go against thecorporate value of the Company or the common interests of its shareholders, or if the Board of Directors of the Company separately
specifies that the person is not such a holder in the Resolution for Allotment of the Share Acquisition Rights Without Contribution.
The same shall apply hereafter in this proposal.
Note 14. In principle, this refers to a person who has given a public notice of a purchase, etc. (as defined in Article 27-2, paragraph (1) of the
Financial Instruments and Exchange Act; the same shall apply hereafter in this note) of share certificates, etc. (as defined in Article
27-2, paragraph (1) of the same Act; the same shall apply hereafter in this note) issued by the Company through a tender offer, and
who would hold 20% or more of share certificates, etc. connected to the person’s holding (including the cases prescribed in Article
7, paragraph (1) of the Order for Enforcement of the Financial Instruments and Exchange Act as equivalent thereto) after the purchase,etc., with the percentage of share certificates, etc. held by a party specially related to the person combined (including persons that theBoard of Directors of the Company recognizes as one to whom these criteria apply). However, such a person shall not qualify as a

- 25 -

specified large volume purchaser if the Board of Directors of the Company recognizes that acquisition and holding of sharecertificates, etc., of the Company by this person does not go against the corporate value of the Company or the common interests of
its shareholders, or if the Board of Directors of the Company separately specifies that the person is not such a purchaser in the
Resolution for Allotment of the Share Acquisition Rights Without Contribution. The same shall apply hereafter in this proposal.
Note 15. “A party affiliated with a person” refers to a party who substantively controls, is controlled by, or is under the common control with,the person (including a party who is recognized by the Board of Directors of the Company to be one to whom any of these definitions
applies) or a party who is recognized by the Board of Directors of the Company as one that substantively acts in cooperation with theperson. The “control” refers to one as in “if a company controls determinations on the financial and business policies” (as defined in
Article 3, paragraph (3) of the Regulations for Enforcement of the Companies Act) of another company or any organization.
Note 16. Specifically, these are the exceptional grounds planned to be specified: The Offeror and any other Non-qualified Person who havedisposed of their shares in the Company may exercise the Share Acquisition Rights that will lead to the issuance of the number ofshares equivalent to the number of the disposed shares, which must be less than 20% of share certificates, etc. in the following cases:(x) After the Resolution for Allotment of the Share Acquisition Rights Without Contribution, the Offeror cancels or withdraws thePurchase and pledges not to conduct any Purchase thereafter, and the Offeror and other Non-qualified Person entrust the said disposal
to a securities firm approved by the Company, and (y) The Offeror holds less than 20% of share certificates, etc. as the percentage
recognized by the Board of Directors of the Company (hereinafter referred to as the Percentage of Share Certificates, etc. Held by a
Non-qualified Person) (note that, when the percentage of share certificates, etc. held is calculated, any Non-qualified Persons otherthan the Offeror and a joint holder thereof shall also be deemed as a joint holder of the Offeror, and that the calculation excludes the
Share Acquisition Rights held by a Non-qualified Person that do not fulfill the exercise conditions). Conditions and procedures forexercise of the Share Acquisition Rights by the Non-qualified Person shall be separately specified by a Resolution for Allotment of
the Share Acquisition Rights Without Contribution or by the Board of Directors of the Company.

(h) Transfer of the Share Acquisition Rights
Any acquisition of the Share Acquisition Rights by transfer requires approval from the Board of Directors of theCompany.
(i) Acquisition of the Share Acquisition Rights by the Company(1) If the Board of Directors of the Company recognizes it to be appropriate for the Company to acquire the Share
Acquisition Rights at any time up to the day before the Start Date of the Exercise Period, the Company may
acquire all the Share Acquisition Rights without contribution on a date separately determined by the Board of
Directors of the Company in accordance with the provision specified by a Resolution for Allotment of the Share
Acquisition Rights Without Contribution.
(2) On a date separately specified by the Board of Directors of the Company, the Company may acquire all of the
Share Acquisition Rights held by persons other than Non-qualified Persons that have not been exercised by the
day immediately preceding the date determined by the Board of Directors of the Company and, in exchange,
deliver the number of shares in the Company that is equivalent to the Number of Shares Issued per Exercised
Right, for each Share Acquisition Right.
In addition, if, after the date of such acquisition, the Board of Directors of the Company recognizes the existenceof any person (other than Non-qualified Persons) holding the Share Acquisition Rights, the Company may, on adate determined by the Board of Directors of the Company after the date of the aforementioned acquisition,acquire all of the Share Acquisition Rights held by such a person that have not been exercised by the day preceding
the date determined by the Board of Directors of the Company, and, in exchange, deliver the number of shares in
the Company that is equivalent to the Number of Shares Issued per Exercised Right, per Share Acquisition Right.
The same shall apply thereafter.
(j)

Delivery of share acquisition rights in the cases of merger, absorption-type company split, incorporation-typecompany split, share exchange, and share transfer
The delivery shall be separately specified by a Resolution for Allotment of the Share Acquisition Rights Without
Contribution.

(k) Issuance of share acquisition right certificates
Share acquisition right certificates related to the Share Acquisition Rights are not issued.
(l)

Other
Other than the above, details of the Share Acquisition Rights shall be separately specified by a Resolution for
Allotment of the Share Acquisition Rights Without Contribution.

- 26 -

(4)Effective period, abolishment and revision of the Plan
The Plan shall be effective from the conclusion of this General Meeting until the conclusion of the Annual General
Meeting of Shareholders relating to the last fiscal year ending within three years after the conclusion of this General
Meeting. Note that, if the Board of Directors of the Company resolves to abolish the Plan, the Plan shall be abolishedin accordance with the resolution, even before the end of the effective period.
Furthermore, even during the effective period of the Plan, the Board of Directors of the Company may amend orrevise the Plan, with the approval from the Independent Committee, if it is not contrary to the intent of the adoptionof the Plan, including cases where laws and regulations related to the Plan and/or rules and policies of the relevant
financial instruments exchange are newly established, revised or abolished, and it is appropriate to reflect such
establishment, revision, or abolition; cases where it is appropriate to amend words or phrases for reasons such as
typographical errors or omissions; and/or cases where the Company’s shareholders are not disadvantaged.
In the event of the abolition, amendment or revision of the Plan, the Company promptly discloses, if necessary, thefact of such abolition, amendment or revision, and (in the case of amendment or revision) the details of such
amendment or revision and other matters.

(5)

Amendment due to the revision of laws and regulations
The provisions of the laws and regulations cited in the Plan postulate the provisions that are in effect on May 12,2023. If any laws and regulations are newly established, revised or abolished on or after the date, creating the needto amend the provisions or the meaning of terms set forth in the above paragraphs, the wording in the provisions or
the meaning of terms set forth in the above paragraphs may suitably be changed within a reasonable range,
considering the purpose of the establishment, revision or abolishment.

3. Impact on Shareholders and Investors(1) Impact of the adoption of the Plan on shareholders and investors
The adoption of the Plan in itself does not lead to the implementation of Countermeasures that include the allotmentof the Share Acquisition Rights without contribution. Hence, it will have no direct and specific impact onshareholders or investors.
(2)

Impact on shareholders and investors at the time of allotment of the Share Acquisition Rights without contribution(a) Procedure for allotment of the Share Acquisition Rights without contribution
If the Board of Directors of the Company passes a Resolution for Allotment of the Share Acquisition Rights
Without Contribution, the Resolution will specify the Allotment Date, which will be announced in a public notice.
In this case, one Share Acquisition Right is allotted to Shareholders Entitled to Allotment without contribution foreach share in the Company they hold. Shareholders Entitled to Allotment automatically become share acquisitionright holders related to the Share Acquisition Rights on the effective date of the allotment of the Share Acquisition
Rights without contribution, and thus they are not required to take any action to complete the procedure forrequesting the allotment. Furthermore, even if a Resolution for Allotment of the Share Acquisition Rights Without
Contribution is adopted, the Company, honoring to the fullest extent the advice from the Independent Committee
stated above in (e) under 2. (1) “Procedures for invoking the Plan,” may cancel the allotment of the Share
Acquisition Rights without contribution if the advice is given by two business days before the ex-rights date forthe allotment of the Share Acquisition Rights without contribution. Or, from the effective date of the allotment of
the Share Acquisition Rights without contribution to one day before the Start Date of the Exercise Period, theCompany may acquire all the Share Acquisition Rights without contribution. In these cases, the value per share in
the Company will not be diluted. This means that investors who trade their shares in the Company on theassumption that the value will be diluted may suffer corresponding damage because of share price fluctuations.
(b) Procedure for exercising the Share Acquisition Rights
As a rule, the Company sends Shareholders Entitled to Allotment a document that must be completed andsubmitted before exercising the Share Acquisition Rights (which shall be in the format provided by the Company
to be filled out with details including the description and number of the Share Acquisition Rights to exercise, thedate the Share Acquisition Rights are to be exercised, required items such as information necessary for a bank

- 27 -

transfer to the account of each Shareholder Entitled to Allotment of shares in the Company, along withrepresentations and warranties stating the conditions for exercise of the Share Acquisition Rights are met by theshareholders, and indemnification and other wording for commitment) and other documents. After the Share
Acquisition Rights are allotted without contribution, shareholders submit these required documents during theexercise period for the Share Acquisition Rights. Then, as a rule, they make a payment that is equivalent to theexercise value specified by the Resolution for Allotment of the Share Acquisition Rights Without Contribution by
a given means. This amount of payment ranges from a minimum of one yen per Share Acquisition Right to a
maximum of one-half of the market price of one share in the Company. After the payment, one share in the
Company is issued for each Share Acquisition Right, in principle. The exercise of the Share Acquisition Rights
by a Non-qualified Person shall follow the rules separately specified by the Company in accordance with the
purport of (g) under 2. (3) “Summary of allotment of the Share Acquisition Rights without contribution” above.
If shareholders do not exercise their Share Acquisition Rights and make the payment equivalent to the exercise
value, the shares in the Company they hold will be diluted by the exercise of the Share Acquisition Rights by othershareholders.
Note that the Company may acquire the Share Acquisition Rights from shareholders (other than Non-qualified
Persons) to deliver shares in the Company in exchange for these acquired Rights in accordance with thedescriptions in (c) below. As a rule, if the Company undertakes the procedure for this acquisition, shareholders(other than Non-qualified Persons) will receive shares in the Company without exercising their Share Acquisition
Rights and making the payment that is equivalent to the exercise value, and the shares in the Company they holdwill not be diluted, in principle.
(c) Procedure for acquisition of the Share Acquisition Rights by the Company
If the Board of Directors of the Company decides to acquire the Share Acquisition Rights, the Company may
follow the legal procedure to acquire the Share Acquisition Rights from shareholders (other than Non-qualified
Persons) and deliver shares in the Company, in principle, in exchange for the acquired Rights on a date separately
specified by the Board of Directors of the Company. In this case, these shareholders will, as a rule, receive one
share in the Company for each Share Acquisition Right as a consideration for the Share Acquisition Rights
acquired by the Company, without making a payment that is equivalent to the exercise value. Note that, in thiscase, these shareholders may be separately required to submit information necessary for a bank transfer to theaccount of each Shareholder Entitled to Allotment of shares in the Company, together with a written pledge in theformat provided by the Company that contains representations and warranties stating that the shareholder is not a
Non-qualified Person, and indemnification and other wording for commitment.
Other than the above, in regard to details about how the Share Acquisition Rights are allotted and exercised, andhow they are acquired by the Company, if the Share Acquisition Rights are allotted without contribution, we will
disclose information or send a notice to shareholders after the decision is made by a Resolution for Allotment of
the Share Acquisition Rights Without Contribution. Please read the details of the information or notice if you
receive one.

- 28 -

Appendix 1

Note 1.

Note 2.

Note 3.

A General Meeting to Confirm the Will of Shareholders is convened if: (I) the Independent Committee has given a statement that theBoard of Directors should obtain approval for taking Countermeasures from shareholders at a General Meeting, or advised the Board to
confirm the will of shareholders regarding the Purchase by the Offeror, or (II) whether Reason for Invoking the Plan 2 is applicable to acertain Purchase is questioned, and the Board of Directors of the Company, taking account of the time needed to hold a General Meeting of
Shareholders, decides that it is appropriate to confirm the will of shareholders in light of the duty of due care of a prudent manager.
In addition to the case shown on this flowchart, if the Independent Committee advises that the will of shareholders regarding a Purchase by
an Offeror be confirmed in a case where the Purchase would likely damage the corporate value of the Company and the common interestsof shareholders, the Board of Directors may act in such a way that honors the advice to the fullest extent.
This flowchart omits details for the purpose of clear illustration of the overall procedures that pertain to the Plan. Please refer to the text inthis document for detailed descriptions of the Plan.

- 29 -

Appendix 2

Summary of the Rules of the Independent Committee-The Independent Committee is established by a resolution of the Board of Directors of the Company.
-The Independent Committee shall consist of at least three members, who are independent of the Company’s management teamthat executes the Company’s business operations. The Board of Directors of the Company appoints the Committee members
from among (i) the Company’s Outside Directors or (ii) outside experts. Note that these experts must be experienced corporate
managers, persons from a government agency, persons familiar with investment banking or the Company’s business areas,lawyers, certified public accountants, or researchers or any equivalents whose main research subject is the Companies Act orother relevant laws, and must enter into an agreement with the Company that contains a provision on the duty of due care of aprudent manager or any other relevant provisions. The agreement is separately designated by the Board of Directors of theCompany.
-The term of office of the Independent Committee members shall begin at the conclusion of this General Meeting and expire at
the conclusion of the Annual General Meeting of Shareholders relating to the last fiscal year ending within three years after theconclusion of this General Meeting. Note that this shall not apply if otherwise determined by a resolution of the Board of
Directors of the Company. If a member of the Independent Committee who is an Outside Director of the Company ceases to bea Director of the Company (except in the case of reappointment), his/her term of office as a member of the Independent
Committee shall also end at the same time.
-The Independent Committee may decide on the matters described in the items below and provide the decision and the reason
for it to the Board of Directors of the Company as its advice. The Board of Directors of the Company promptly adopts a
resolution as an organ that abides by the Companies Act, honoring the advice from the Independent Committee to the fullest
extent (note that, if a General Meeting to Confirm the Will of Shareholders is held, the Board abides by a resolution passed bythis General Meeting). When making a decision on any of these matters, members of the Independent Committee are required
to base their decision solely on whether it will contribute to the corporate value of the Company and the common interests ofshareholders. They must not make any decision that is meant to serve their personal interests or those of the management teamof the Company.
(i) Whether or not to allot the Share Acquisition Rights without contribution or take other measures that are allowed under
the laws and regulations and the Articles of Incorporation of the Company(ii) Confirmation of the will of shareholders regarding a Purchase by an Offeror(iii) Cancellation of allotment of the Share Acquisition Rights without contribution or acquisition of the Share Acquisition
Rights without contribution(iv) Decision as to whether a Purchase is subject to the Plan(v) Decision as to which information an Offeror and the Board of Directors of the Company should provide to the
Independent Committee, and the deadline for the provision(vi) Examination and review of details of a Purchase by an Offeror(vii) Discussions and negotiations with an Offeror(viii) Request for submission of an alternative proposal by the Board of Directors of the Company; review of an alternative
proposal(ix) Decision to extend the Independent Committee Review Period(x) Decision as to whether a General Meeting to Confirm the Will of Shareholders should be convened; decision on theobjectives of the General Meeting if it is to be convened(xi) Approval pertaining to amendment or revision of the Plan(xii) Matters that the Plan specifies that the Independent Committee may do(xiii) Matters on which the Board of Directors of the Company may separately consult the Independent Committee, ormatters that the Independent Committee may separately do-To collect necessary information, the Independent Committee may request the attendance of Directors, Audit & Supervisory
Board Members, Executive Officers, and/or employees of the Company or its Group companies, and/or any persons whom the
Independent Committee recognizes to be necessary, so that the Committee may ask them to provide an explanation about amatter on which the Committee needs clarification.
-The Independent Committee may receive advice from experts (including financial advisors, certified public accountants,
lawyers, tax accountants, consultants, and other relevant experts), among others, at the expense of the Company.
-Members of the Independent Committee may call for an Independent Committee meeting if a Purchase is done, or any time asneeded.
-As a rule, a resolution of the Independent Committee is adopted by a simple majority at a meeting attended by the majority of
the Independent Committee members (including those who attend by phone or video).

- 30 -

Appendix 3

Independent Committee Members - Career Summaries
The following four are scheduled to become members of the Independent Committee when the Plan continues.
Name
Career Summary(Date of Birth)

Naruhiko Takatsuji(October 4, 1977)

Tomoo Suzuki(January 31, 1958)

Apr. 2000

Joined the Ministry of Economy, Trade and Industry

June 2007

Joined M&A Advisory Services Department of Sumitomo Mitsui Banking
Corporation

July 2009

Analyst at Toward the Infinite World, Inc.

June 2011

In Charge of Public Relations and IR of General Administration Department of
Nabtesco Corporation

Jan. 2013

Senior Analyst at Analysis Team of Uzabase, Inc.

May 2014

Senior Analyst at Ichiyoshi Securities Co., Ltd. (Seconded to ICHIYOSHIRESEARCH INSTITUTE INC.)

July 2020

Senior Economist and Senior Analyst at Information Distribution Section of FISCO
Ltd.

Apr. 2021

Part-time Lecturer at Department of Business Law, Graduate School of Law, Aoyama
Gakuin University

Apr. 2021

Visiting Researcher at Tama University Center for Social Investment (incumbent)

June 2021

Outside Director of the Company (incumbent)

June 2021

Outside Director (Audit and Supervisory Committee Member) of YAMASHINFILTER CORP. (incumbent)

Jan. 2022

Visiting Professor of Professional University of Information and Management for
Innovation (incumbent)

Feb. 2022

Founded Japan Governance & Valuation Institute, Director and Economic Analyst(incumbent)

Apr. 2022

Part-time Lecturer at Faculty of Liberal Arts and Sciences, Tokyo City University(incumbent)

June 2022

Chairperson of the Board of Directors of the Company (incumbent)

June 2022

Outside Director of NITTOKU CO., LTD. (incumbent)

Apr. 1982

Joined NEC Corporation

Oct. 2003

General Manager of Accounting Department of Personal Solution Planning
Headquarters of NEC Corporation

July 2008

Seconded to NEC TOSHIBA Space Systems, Ltd. as Supervisory Manager andGeneral Manager of Business Planning Department

Oct. 2011

General Manager of Management Planning Department of NEC TOSHIBA Space
Systems, Ltd.

June 2012

Full-time Audit & Supervisory Board Member of Nippon Avionics Co., Ltd.

June 2020

Advisor of Nippon Avionics Co., Ltd.

June 2021

Outside Director (Audit and Supervisory Committee Member) of the Company(incumbent)- 31 -

Name(Date of Birth)

Mariko Ohsato(April 22, 1963)

Chie Tabata(July 19, 1975)

Note 1.
Note 2.
Note 3.

Career Summary
Apr. 1986

Joined IBM Japan Ltd

June 1992

Earned Master of Business Administration (MBA) from Kellogg School ofManagement, Northwestern University

Sep. 1992

Joined Uniden Corporation (currently Uniden Holdings Corporation)

June 1997

Director of IDS Corporation

July 2005

Established Arc Communications Inc., Representative Director (incumbent)

June 2016

Director of Public Relations Society of Japan (incumbent)

Apr. 2018

Part-time Lecturer at Department of Sport Sciences, Waseda University

Apr. 2019

Vice President of Japan Orienteering Association (incumbent)

Sep. 2020

Outside Director of Uniden Holdings Corporation

Nov. 2021

Outside Director (Audit and Supervisory Committee Member) of Uniden Holdings
Corporation

June 2022

Outside Director of the Company (incumbent)

Apr. 1998

Joined Merrill Lynch Japan Securities Co., Ltd.

Dec. 2009

Registered as an attorney at law

Jan. 2010

Joined Hayabusa Asuka Law Offices

June 2015

Joined Atsumi & Sakai

June 2016

Outside Audit & Supervisory Board Member of C’BON COSMETICS Co., Ltd.

Nov. 2021

Joined the Law Office of Yohei Suda

Feb. 2022

Partner of Tsubame Law Offices (incumbent)

Nov. 2022

Outside Director (Audit and Supervisory committee member) of Francfranc
Corporation (incumbent)

June 2023

Outside Director (Audit and Supervisory Committee Member) of the Company(planned)

There is no business relationship or special interest between these four prospective members and the Company.
The Company has notified the Tokyo Stock Exchange (TSE) of Mr. Takatsuji, Mr. Suzuki, and Ms. Ohsato as independent officers inaccordance with the rule specified by the TSE.
The Company plans to appoint Ms. Tabata as Outside Director who is an Audit and Supervisory Committee Member at this General Meetingof Shareholders. Moreover, Ms. Tabata satisfies the “Independence Criteria for Outside Directors” stipulated by the Company, and theCompany will notify the TSE of Ms. Tabata as an independent officer in accordance with the rule specified by the TSE.

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