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. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damage arising from the translation.
(Securities Code 7242)
June 6, 2022
To Shareholders with Voting Rights:
Masao Ono
Representative Director,
President Executive Officer
KYB Corporation
2-4-1, Hamamatsu-cho,Minato-ku, TokyoNOTICE OF
THE 100TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
We are pleased to inform you that the 100th Ordinary General Meeting of Shareholders of KYB Corporation(the “Company”) will be held for the purposes as described below.
With a view to preventing the spread of COVID-19, we kindly request shareholders to consider refraining
from attending the meeting in person and choose instead to exercise their voting rights in advance in writing or
via the Internet, etc.
Please exercise your voting rights by 5:15 p.m. on Wednesday, June 22, 2022 (Japan time), after taking thetime to consult the attached reference documents for the General Meeting of Shareholders.
Moreover, video recording of the shareholder’s meeting will be uploaded via the Internet at a later date.
Thursday, June 23, 2022 at 10:00 a.m. (Reception starts at 9:00 a.m.) (Japan
1. Date and Time:time)
2. Place:

Hamamatsucho Convention Hall, 5th Floor Main Hall
Nippon Life Hamamatsucho Crea Tower, 2-3-1, Hamamatsu-cho, Minato-ku,
Tokyo

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
100th Fiscal Year (April 1, 2021 - March 31, 2022) and results of audits by the
Accounting Auditor and the Audit & Supervisory Board of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 100th Fiscal Year
(April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Ten (10) Members of the Board of Directors
Proposal 3:
Election of Two (2) Audit & Supervisory Board Members
Proposal 4:
Election of an Accounting Auditor
Proposal 5:
Revision of the Remuneration System and Amount of Remuneration for
Proposal 6:
Members of the Board of Directors (Excluding Members of the Board of
Directors (Outside))
Revision of the Amount of Remuneration for Audit & Supervisory Board
Proposal 7:
Members
Renewal of Countermeasures to Large-Scale Purchase of the Company’s Shares
Proposal 8:(Takeover Defense Measures)-1-

4. Exercise of voting rights:
If you vote both in writing on the Voting Rights Exercise Form and via the Internet, only your vote placed
via the Internet will be counted.
If you vote multiple times via the Internet, only the last vote will be counted.
-------------------------------------------------------------------------------------------------------------------------------------------- When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
For the purpose of saving resources, please bring this NOTICE OF THE 100TH ORDINARY GENERALMEETING OF SHAREHOLDERS to the meeting.
We do not prepare gifts for shareholders attending the meeting. We appreciate your understanding.

- The following items, which are available only in Japanese, have been posted on the Company’s website(https://www.kyb.co.jp/) in accordance with laws and regulations and the provisions of Article 15 of the Articles ofIncorporation of the Company and are accordingly not included in this NOTICE OF THE 100TH ORDINARY
GENERAL MEETING OF SHAREHOLDERS.
・Consolidated Statements of Changes in Equity; Notes to the Consolidated Financial Statements
・Statements of Changes in Equity; Notes to the Non-consolidated Financial Statements
The Consolidated Financial Statements and the Non-consolidated Financial Statements included in this
NOTICE OF THE 100TH ORDINARY GENERAL MEETING OF SHAREHOLDERS are part of theConsolidated Financial Statements and the Non-consolidated Financial Statements audited by the
Accounting Auditor and the Audit & Supervisory Board Members for the preparation of the Accounting
Audit Report and Audit & Supervisory Board’s Report.
- Any revisions to the Reference Documents for the General Meeting of Shareholders, the Business Report,
the Consolidated Financial Statements, or the Non-consolidated Financial Statements will be posted on the
Company’s website (https://www.kyb.co.jp/).
- Please note that persons who are not shareholders, such as non-shareholder proxies or persons
accompanying shareholders, are not allowed to attend the meeting.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal 1: Appropriation of Surplus
Appropriate shareholder return is an important management policy of the Company. In accordance with theCompany’s basic policy and in consideration of business performance for the fiscal year ended March 31, 2022,
future capital investment, and other factors, the Company proposes the payment of a year-end dividend of 60
yen per share of common stock for the fiscal year under review. For class A preferred shares, the Company
proposes the payment of a dividend calculated as designated at issuance.
Matters concerning year-ended dividends:
1. Type of dividend property
Cash
2. Allocation of dividend property and total amount thereof
60 yen per share of common stock of the Company
3,739,726 yen per class A preferred share of the Company
3. Effective date of appropriation of surplus
June 24, 2022

-3-

Total amount: 1,532,524,800 yen
Total amount: 467,465,750 yen

Proposal 2: Partial Amendments to the Articles of Incorporation
1. Reasons for the proposal(1) The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022.
Accordingly, in order to prepare for the introduction of a system for electronic provision of materials forgeneral meetings of shareholders, the Articles of Incorporation of the Company will be amended as follows.
1) The proposed Article 15, Paragraph 1 provides that information contained in the reference materials forthe general meeting of shareholders, etc. will be provided electronically.
2) The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit the matters to
be included in the paper copy to be sent to shareholders who have requested it to the scope prescribedunder the Ordinance of the Ministry of Justice.
3) The provisions related to the internet disclosure and deemed provision of the reference materials for thegeneral meeting of shareholders, etc. (Article 15 of the current Articles of Incorporation) will become
unnecessary due to the introduction of a system for electronic provision of materials for general
meetings of shareholders, and will therefore be deleted.
4) In line with the above establishment and deletion of the provisions, supplementary provisions related
to the effective date, etc. will be established. These supplementary provisions will be deleted after thelapse of a period designated under the supplementary provisions.
(2) The maximum number of Audit & Supervisory Board Members under Article 28 of the current Articles ofIncorporation will be changed from four (4) to five (5), with the aim of enhancing the audit and supervisory
structure.
2. Content of the amendments
The content of the amendments is as follows:(Underlined sections are amended.)
Current Articles of Incorporation

Proposed amendments(Disclosure via the Internet of reference documents for thegeneral meeting of shareholders, etc., and deemed provision
thereof)
Article 15 By disclosing information relating to the mattersthat shall be described or stated in any reference documents
for the general meeting of shareholders, business reports,financial statements and consolidated financial statements
upon convening a general meeting of shareholders through amethod utilizing the Internet as provided for in the Ordinanceof the Ministry of Justice of Japan, the Company may bedeemed to have provided such information to theshareholders.
(Newly established)(Deleted)(Number of Audit & Supervisory Board Members)
Article 28 The Company shall have no more than four (4)Audit & Supervisory Board Members.

(Measures for electronic provision, etc.)
Article 15 The Company shall, when convening a general
meeting of shareholders, provide information contained in thereference materials for the general meeting of shareholders,etc. electronically.
(2) Among the matters to be provided electronically, theCompany may choose not to include all or part of the matters
stipulated in the Ordinance of the Ministry of Justice in thepaper copy to be sent to shareholders who have requested itby the record date for voting rights.
(Number of Audit & Supervisory Board Members)
Article 28 The Company shall have no more than five (5)Audit & Supervisory Board Members.

-4-Current Articles of Incorporation(Newly established)

Proposed amendments
Supplementary provisions
1. The deletion of Article 15 (Disclosure via the Internet ofreference documents for the general meeting of shareholders,etc., and deemed provision thereof) of the Articles ofIncorporation prior to amendment and the establishment of
amended Article 15 (Measures for electronic provision, etc.)
shall come into effect on September 1, 2022 (the “EffectiveDate”), which is the date of enforcement of the amended
provisions stipulated in the proviso of Article 1 of the
supplementary provisions of the Act Partially Amending theCompanies Act (Act No. 70 of 2019).
2. Notwithstanding the provisions of the preceding
paragraph, Article 15 (Disclosure via the Internet of reference
documents for the general meeting of shareholders, etc., anddeemed provision thereof) of the Articles of Incorporation
prior to amendment shall remain in force with respect to a
general meeting of shareholders to be held on a date within
six months from the Effective Date.
3. These supplementary provisions shall be deleted after thelapse of six months from the Effective Date or the lapse of
three months from the date of the general meeting ofshareholders set forth in the preceding paragraph, whicheveris later.

-5-

Proposal 3: Election of Ten (10) Members of the Board of Directors
The terms of office of all the seven (7) Members of the Board of Directors will expire at the conclusion ofthis General Meeting of Shareholders. Therefore, we propose election of ten (10) Members of the Board of
Directors, increasing the number of Members of the Board of Directors by three (3), with the aim of ensuring
management transparency and further strengthening corporate governance.
The candidates for the Members of the Board of Directors are as follows:
List of candidates for Members of the Board of Directors
Current positions in the
Company

No.

Name

1

Yasusuke Nakajima(Reappointment)

Member of the Board of
Directors, Chairman

2

Masao Ono

(Reappointment)

Representative Director,
President Executive Officer

3

Takaaki Kato

(Reappointment)

Representative Director,
Executive Vice President
Executive Officer

4

Keisuke Saito(Reappointment)

Member of the Board of
Directors, Executive Vice
President Executive Officer

5

Hajime Sato

(New appointment)

Executive Vice President
Executive Officer-

6

Masahiro Kawase(New appointment)

Senior Managing Executive
Officer-

7

Rokurou Tsuruta

8Shuhei Shiozawa

9Masakazu Sakata

10

Akemi Sunaga

Attributes

Attendanceof themeetings ofthe Board of
Directors(Candidate forMember of the Board(Reappointment) of Directors(Outside))(Independent Officer)(Candidate forMember of the Board(Reappointment) of Directors(Outside))(Independent Officer)(Candidate forMember of the Board(Reappointment) of Directors(Outside))(Independent Officer)(Candidate forMember of the Board(New appointment) of Directors(Outside))(Independent Officer)

-6-

100%

(19/19)100%(19/19)100%(19/19)100%(19/19)

Member of the Board of
Directors (Outside)(19/19)

Member of the Board of
Directors (Outside)(19/19)

Member of the Board of
Directors (Outside)(19/19)

-

100%

100%

100%

-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1979
April 2005
June 2005

April 2007

June 2009
June 2010
June 2011

April 2012
Yasusuke Nakajima(November 2, 1955)(Reappointment)

1

April 2014

June 2015
Term of office as aJune 2018
Member of the Boardof Directors: 17 years
January 2019
Attendance of themeetings of the Boardof Directors: (19/19) April 2019
June 2019
April 2022

Joined the Company
General Manager, Hydraulics Sales & Marketing Headquarters,
Hydraulic Components Operations
Member of the Board of Directors, General Manager,
Hydraulics Sales & Marketing Headquarters, HydraulicComponents Operations
Member of the Board of Directors, General Manager,
Hydraulics Sales Headquarters, Hydraulic Components
Operations
Managing Member of the Board of Directors, General
Manager, Hydraulic Components Operations
Senior Managing Member of the Board of Directors, in chargeof purchasing, general affairs and human resources
Member of the Board of Directors, Senior Managing Executive
Officer, in charge of purchasing, general affairs and humanresources
Member of the Board of Directors, Senior Managing Executive
Officer, in charge of purchasing, General Manager, HydraulicComponents Operations
Member of the Board of Directors, Senior Managing Executive
Officer, in charge of purchasing, General Manager, Corporate
Planning Div.
Representative Director, President Executive Officer
Representative Director, Chairman, President Executive
Officer
Representative Director, Chairman, President Executive
Officer, General Manager in charge of Seismic
Isolation/Mitigation Correspondence Operations
Representative Director, Chairman, in charge of Seismic
Isolation/Mitigation Correspondence Operations
Member of the Board of Directors, Chairman, in charge ofSeismic Isolation/Mitigation Correspondence
Member of the Board of Directors, Chairman (current position)[Reasons for proposing him as a candidate for Member of the Board of Directors]
He has strived to enable the Group to recover trust, focusing on the swift resolutionof nonconforming acts in the inspection process for seismic isolation/mitigation oil
dampers for buildings. With the resolution of the issue of seismic isolation/mitigation
oil dampers in sight, we consider that he can demonstrate leadership to further
enhance the corporate value of the Group, based on his deep industry insight andabundant management experience. We also consider that he will leverage his many
years of industry experience to contribute to initiatives to address various issues in
the industry, and to its future development. Consequently, we reappoint him as a
candidate for Member of the Board of Directors.
[Significant concurrent positions]
None

-7-

Number ofshares of theCompany held

6,200
(common stock)

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1979
January 2004
April 2005
June 2006
June 2008
April 2012
April 2014
April 2016
April 2017
June 2017

April 2018
Masao Ono
(November 7, 1956)
June 2018(Reappointment)

2

Term of office as a
Member of the Board
January 2019of Directors: 5 years
Attendance of themeetings of the Board
April 2019of Directors: (19/19)

Number ofshares of theCompany held

Joined the Company
General Manager, Operations Planning Dept., Automotive
Devices Business Div.
General Manager, Operations Planning Dept., Automotive
Components Operations
General Manager, Purchasing Dept.
General Manager, Purchasing Div.
Executive Officer, General Manager, Purchasing Div.
Managing Executive Officer, General Manager, Purchasing Div.
Senior Managing Executive Officer, in charge of purchasing, incharge of CSR, General Manager, Corporate Planning Div.
Senior Managing Executive Officer, in charge of purchasing, incharge of audit, General Manager, Corporate Planning Div.
Member of the Board of Directors, Senior Managing Executive
Officer, in charge of purchasing, in charge of audit, General
Manager, Corporate Planning Div.
Member of the Board of Directors, Senior Managing Executive
Officer, in charge of purchasing, General Manager, Corporate
Planning Div.
Member of the Board of Directors, Executive Vice President
Executive Officer, in charge of Special Purpose Vehicles Div.,
domestic affiliate companies and purchasing, General Manager,
3,500
Corporate Planning Div.
Member of the Board of Directors, Executive Vice President(common stock)
Executive Officer, in charge of global business strategy, Aircraft
Components Div., domestic affiliate companies and purchasing,
General Manager, Corporate Planning Div.
Representative Director, President Executive Officer (current
position)[Reasons for proposing him as a candidate for Member of the Board of Directors]
He has strongly promoted the accomplishment of important tasks of the Company,
including reinforcement of the business base, thorough implementation of recurrence
prevention measures for the incidents such as nonconforming of seismic
isolation/mitigation oil dampers for buildings, and reform of the corporate culture,with a wealth of knowledge and experience in the business and operation of theCompany. With the resolution of the issue of seismic isolation/mitigation oil dampers
in sight, we consider that the strong leadership he has demonstrated as leader of theCompany’s management will be indispensable to continue to build trust in the Group
as a whole and focus on addressing key management issues, to achieve the further
enhancement of corporate value. Consequently, we reappoint him as a candidate forMember of the Board of Directors.
[Significant concurrent positions]
None

-8-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1980
March 2005
April 2008
April 2009
April 2011
April 2013
June 2014
April 2015

Takaaki Kato
(June 12, 1957)(Reappointment)

3

June 2015

April 2016
Term of office as a
Member of the Board
April 2017of Directors: 7 years
Attendance of themeetings of the Boardof Directors: (19/19)

June 2017

Number ofshares of theCompany held

Joined The Fuji Bank, Limited (present Mizuho Bank, Ltd.)
General Manager, Hong Kong Branch, Mizuho Corporate Bank,
Ltd. (present Mizuho Bank, Ltd.)
Executive Officer, Mizuho Securities Co., Ltd.
Managing Executive Officer, Mizuho Securities Co., Ltd.
Managing Executive Officer, Mizuho Securities Co., Ltd. andChairman, Mizuho Securities Asia Limited
Joined the Company, Managing Executive Officer, Deputy
General Manager, Finance & Accounting Div.
Managing Executive Officer, General Manager, Finance &Accounting Div.
Senior Managing Executive Officer, General Manager, Finance& Accounting Div.
Member of the Board of Directors, Senior Managing Executive
Officer, in charge of audit, in charge of CSR, General Manager,
Finance & Accounting Div., General Manager, Corporate
Planning Div., and CFO
Member of the Board of Directors, Senior Managing Executive
Officer, and CFO
3,000
Member of the Board of Directors, Senior Managing Executive (common stock)
Officer, and CFO
Representative Director, Executive Vice President Executive
Officer, and CFO (current position)[Reasons for proposing him as a candidate for Member of the Board of Directors]
He has deep knowledge of finance, accounting, and IR, and has actively addressedfinancial challenges due to the problem of seismic isolation/mitigation oil dampers
for buildings, and contributed to the recovery of the Company’s performance andimproving corporate value based on a wealth of international experience and insighthe has acquired and cultivated while working in financial institutions. Moreover, he
has initiated repeated dialogue with investors through IR activities in an effort torestore public trust and we expect that he will be indispensable for increasing thecorporate value for medium and long terms. Consequently, we reappoint him as a
candidate for Member of the Board of Directors.
[Significant concurrent positions]
None

-9-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1983
August 2002
September 2005

July 2007

July 2008
July 2009

September 2010
June 2011

April 2014

Keisuke Saito(August 18, 1959)(Reappointment)

4

Term of office as a
Member of the Boardof Directors: 11 years

January 2016

April 2017

April 2018

Attendance of themeetings of the Board
January 2019of Directors: (19/19)
June 2019

April 2022

Number ofshares of theCompany held

Joined the Ministry of International Trade and Industry (present
Ministry of Economy, Trade and Industry)
General Manager, Beijing Office, Japan-China Economic
Association
Director, Industrial Revitalization Division, Economic andIndustrial Policy Bureau, Ministry of Economy, Trade andIndustry
Director, Industrial Science and Technology Policy Division,
Industrial Science and Technology Policy and Environment
Bureau, Ministry of Economy, Trade and Industry
Director, Finance Division, Minister’s Secretariat, Ministry of
Economy, Trade and Industry
Director-General for Energy Conservation and Renewable
Energy Department, Agency for Natural Resources and Energy,
Ministry of Economy, Trade and Industry
Special Adviser of the Company
Member of the Board of Directors, Senior Managing Executive
Officer, General Manager, Engineering Div. and General
Manager, Corporate Planning Div.
Member of the Board of Directors, Senior Managing Executive
Officer, in charge of legal affairs and information technology
administration, General Manager, Engineering Div.
Member of the Board of Directors, Senior Managing Executive
Officer, in charge of Information Technology Administration, incharge of Aircraft Components Div., General Manager,
Engineering Div.
Member of the Board of Directors, Senior Managing Executive
Officer, in charge of Aircraft Components Div., General
4,000(common stock)
Manager, Hydraulic Components Operations
Member of the Board of Directors, Senior Managing Executive
Officer, General Manager, Hydraulic Components Operationsand General Manager, Aircraft Components Div.
Member of the Board of Directors, Senior Managing Executive
Officer, General Manager, Seismic Isolation/Mitigation
Correspondence Operations
Member of the Board of Directors, Executive Vice President
Executive Officer, General Manager, Seismic
Isolation/Mitigation Correspondence Operations
Member of the Board of Directors, Executive Vice President
Executive Officer, in charge of Seismic Isolation/Mitigation
Correspondence (current position)[Reasons for proposing him as a candidate for Member of the Board of Directors]
He has diverse experience and a rich human network gained while working in the
Ministry of Economy, Trade and Industry and deep knowledge cultivated in the
Company in the areas of engineering, research and development. He has demonstrated
strong leadership in carrying out conformation and made achievements based on his
good judgment and ability to deliver as a person responsible for settling issues withseismic isolation/mitigation oil dampers for buildings. We expect that he is a qualified
person to accomplish the conformation of the dampers and able to address
management issues to fulfill the society’s expectations Consequently, we reappoint
him as a candidate for Member of the Board of Directors.
[Significant concurrent positions]None- 10 -

No.

Name(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1981
November 2005
October 2011
April 2016
May 2016
June 2018

January 2020

April 2020

January 2021
5

Hajime Sato
(January 1, 1957)(New appointment)

April 2021
April 2022

Number ofshares of theCompany held

Joined the Company
Managing Director, KYB Europe GmbH
General Manager, Aftermarket Business Headquarters,
Automotive Components Operations
Executive Officer, General Manager, Aftermarket Business
Headquarters, Automotive Components Operations
Executive Officer President, KYB (Thailand) Co., Ltd.
Managing Executive Officer, Deputy General Manager,
Automotive Components Operations and General Manager,
Motorcycle Headquarters
Managing Executive Officer, General Manager, Automotive
Components Operations and General Manager, Motorcycle
Headquarters
Senior Managing Executive Officer, General Manager,
Automotive Components Operations and General Manager,
Motorcycle Headquarters
Senior Managing Executive Officer, General Manager, Sales
Div., General Manager, Automotive Components Operations
3,000
and General Manager, Motorcycle Headquarters
Senior Managing Executive Officer, General Manager, Sales(common stock)Div.
Executive Vice President Executive Officer, General Manager,
Sales Div. and General Manager, Special Purpose Vehicles Div.
(current position)[Reasons for proposing him as a candidate for Member of the Board of Directors]
He has knowledge and the capacity to act, developed through his business experiencein the Company’s sales divisions over many years, and also has management
experience in the Americas and Europe. He has engaged in contributing to improving
the Company’s performance based on the rich international experience andmanagement knowledge he has acquired. We consider that he will be indispensable
for carrying out sales activities based on the Company’s growth strategy.
Consequently, we appoint him as a new candidate for Member of the Board of
Directors.
[Significant concurrent positions]None- 11 -

No.

Name(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1985
January 2010
April 2013

May 2014

May 2014
January 2016

January 2017
April 2017
April 2019
April 2020
6

Masahiro Kawase(December 3, 1962)(New appointment)

April 2021

January 2022
April 2022

Number ofshares of theCompany held

Joined the Company
General Manager, Suspension Engineering Dept., Automotive
Components Operations
Deputy General Manager, Engineering Headquarters andGeneral Manager, Suspension Engineering Dept., Engineering
Headquarters, Automotive Components Operations
General Manager, Market & Product Planning Dept. and Deputy
General Manager, Engineering Headquarters, Automotive
Components Operations
General Manager, Engineering Headquarters, Automotive
Components Operations
General Manager, Engineering Headquarters and General
Manager, Developmental Experiment Center, Automotive
Components Operations
Deputy General Manager, Gifu North Plant, Automotive
Components Operations
Executive Officer, General Manager, Steering Headquarters,
Automotive Components Operations
Managing Executive Officer, General Manager, Steering
Headquarters, Automotive Components Operations
Managing Executive Officer, General Manager, Suspension
Headquarters and General Manager, Steering Headquarters,
1,200
Automotive Components Operations(common stock)
Managing Executive Officer, General Manager, Automotive
Components Operations and General Manager, Suspension
Headquarters, Automotive Components Operations
Managing Executive Officer, General Manager, Automotive
Components Operations
Senior Managing Executive Officer, General Manager,
Automotive Components Operations and General Manager,
Engineering Div. (current position)[Reasons for proposing him as a candidate for Member of the Board of Directors]
As the head of Automotive Components Operations, he has engaged in optimizing
engineering and production systems at domestic and overseas facilities, and is
promoting a range of reforms based on the abundant knowledge and experience hehas gained during his career. We consider that he is an appropriate person to executenew product development and overall management duties, from the perspective ofutilizing his insight and achievements in the management of the Company’sengineering operations. Consequently, we appoint him as a new candidate forMember of the Board of Directors.
[Significant concurrent positions]None- 12 -

No.

Name(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1970
April 2005
July 2006
June 2007
September 2007

7

Rokurou Tsuruta(June 16, 1943)(Reappointment)(Candidate forMember of the Boardof Directors(Outside))(Candidate for
Independent Officer)

June 2012
June 2015
May 2017
June 2017

Number ofshares of theCompany held

Prosecutor, Tokyo District Public Prosecutors Office
Superintending Prosecutor, Nagoya High Public Prosecutors
OfficeRegistered as an attorney (Daini Tokyo Bar Association)
Outside Director, TEIKOKU PISTON RING CO., LTD. (present
TPR Co., Ltd.)
Outside Audit & Supervisory Board Member, J. FRONTRETAILING Co., Ltd.
Outside Corporate Auditor, Sumitomo Mitsui Financial Group,
Inc.
Member of the Board of Directors (Outside) of the Company(current position)
Outside Director, J. FRONT RETAILING Co., Ltd.
Outside Corporate Auditor, Sumitomo Mitsui Banking
Corporation

1,100[Reasons for proposing him as a candidate for Member of the Board of Directors (common stock)
Term of office as a (Outside) and overview of expected roles]
Member of the Board Since assuming office as Member of the Board of Directors (Outside) of the Company
of Directors (Outside): in 2015, he has properly performed supervisory functions for business execution inregard to strengthening of the internal control, compliance, etc. of the Company based
7 years
on his expertise and experience as an attorney, on various occasions such as the Board
Attendance of the of Directors’ meetings. We expect him to continue giving us useful advice.
meetings of the Board Consequently, we reappoint him as a candidate for Member of the Board of Directorsof Directors: (19/19) (Outside). Although he has not participated in corporate management other than as an
outside director or outside audit & supervisory board member, we judge that he will
duly perform his duties as a Member of the Board of Directors (Outside) for theabove-mentioned reasons.
[Significant concurrent positions]
Attorney and representative, Tsuruta Rokurou Law Office- 13 -

No.

Name(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1981
April 1987
April 1991
April 1994
January 2001
October 2005
March 2012
June 2016

8

Assistant, Faculty of Economics, Keio University
Associate Professor, Faculty of Economics, Keio University
Visiting researcher, Institut d'Etudes Politiques de Paris
Professor, Faculty of Economics, Keio University
Director for International Economic Affairs, Cabinet Office
Dean, Faculty of Economics, Keio University
Member of the Board of Directors (Outside), Kenedix, Inc.
Member of the Board of Directors (Outside) of the Company(current position)
Independent Director (Audit & Supervisory Committee
member), Ahresty Corporation (current position)
Professor Emeritus, Keio University (current position)
President, Tokyo International University
Professor, Faculty of Economics, Tokyo International University(current position)

Number ofshares of theCompany held

Shuhei Shiozawa(September 19, 1955) June 2017
(Reappointment)(Candidate forApril 2019
Member of the Board April 2019of Directors
April 2022
(Outside))(Candidate for
Independent Officer) [Reasons for proposing him as a candidate for Member of the Board of Directors
900(commonstock)(Outside) and overview of expected roles]
Term of office as a Since assuming office as Member of the Board of Directors (Outside) of the Company
Member of the Board in 2016, he has properly performed supervisory function in regard to businessof Directors (Outside): execution on various occasions such as the Board of Directors’ meetings, such as
6 years
giving us useful opinions and recommendations on finance and CSR of the Company
based on a wealth of knowledge and insight as a specialist in economics. We expect
Attendance of the him to continue giving us useful advice. Consequently, we reappoint him as ameetings of the Board candidate for Member of the Board of Directors (Outside). Although he has notof Directors: (19/19) participated in corporate management other than as an outside director, we judge that
he will duly perform his duties as a Member of the Board of Directors (Outside) for
the above-mentioned reasons.
[Significant concurrent positions]
Independent Director (Audit & Supervisory Committee member), Ahresty Corporation
Professor Emeritus, Keio University
Professor, Faculty of Economics, Tokyo International University- 14 -

No.

Name(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1983
April 2007
April 2010
June 2011

9

Masakazu Sakata(August 2, 1959)(Reappointment)(Candidate forMember of the Boardof Directors(Outside))(Candidate for
Independent Officer)

June 2015
June 2017
April 2019
June 2020
June 2020
October 2020
January 2021

Joined Fuji Xerox Co., Ltd.
General Manager, Public Relations and Advertisement Dept.,
Fuji Xerox Co., Ltd.
Senior Vice President, Fuji Xerox Advanced Technology Co.,Ltd.
Senior Vice President and Director, Fuji Xerox Advanced
Technology Co., Ltd.
Executive Vice President, Fuji Xerox Information Systems Co.,Ltd.
President and Representative Director, Fuji Xerox Advanced
Technology Co., Ltd.
Senior Adviser, Fuji Xerox Co., Ltd.
Member of the Board of Directors (Outside) of the Company(current position)
Outside Audit & Supervisory Board Member, ULS Group, Inc.
Outside Director, PLANET, INC. (current position)
Outside Director (Audit & Supervisory Committee Member),
ULS Group, Inc. (current position)

Term of office as a
Member of the Board[Reasons for proposing him as a candidate for Member of the Board of Directorsof Directors (Outside):(Outside) and overview of expected roles]
2 years
Since assuming office as Member of the Board of Directors (Outside) in 2020, he has
properly performed supervisory functions in regard to business execution in areas ofAttendance of thebusiness renovation such as work style reforms that prioritize diversity in themeetings of the Board
Company, the promotion of IT efficiency, and productivity improvements in backof Directors: (19/19)
office operations based on broad knowledge and experience cultivated at Fuji Xerox
Co., Ltd. We expect him to give us useful advice and guidance. Consequently, we
appoint him as a candidate for Member of the Board of Directors (Outside).
[Significant concurrent positions]
Outside Director, PLANET, INC.
Outside Director (Audit & Supervisory Committee Member), ULS Group, Inc.

- 15 -

Number ofshares of theCompany held

300
(common stock)

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
October 1989
February 1991
November 1994
November 1996
January 2012
June 2016
June 2017
March 2019
June 2020

10

Number ofshares of theCompany held

Joined Auditing Department, Aoyama Audit Corporation (nowPricewaterhouseCoopers Aarata LLC)
Joined Auditing Department, Chuo Audit Corporation
Established Sunaga CPA Firm
Established Marunouchi Business Consulting Ltd.;
Representative Director and President (current position)
Established Marunouchi Business Consulting Tax Co.;
Representative Partner (current position)
Outside Corporate Auditor, Matsumotokiyoshi Holdings Co.,Ltd.
Established Marunouchi Audit Corporation; Representative
Partner (current position)
Alternate Audit & Supervisory Board Member, Lion
Corporation
Outside Director (Audit & Supervisory Committee Member),
USHIO INC. (current position)
Outside Director (Audit and Supervisory Committee
Member), YOMEISHU SEIZO CO., LTD. (current position)
Outside Corporate Auditor, Prima Meat Packers, Ltd. (current
position)

Akemi Sunaga
June 2020(August 14, 1961)(New appointment) June 2021
(Candidate for0Member of the Board(common stock)of Directors[Reasons for proposing her as a candidate for Member of the Board of Directors(Outside))(Outside) and overview of expected roles](Candidate for
She possesses expert knowledge and a wealth of experience as a CPA and tax
Independent Officer) accountant, and serves as an outside director and outside director who is an audit &supervisory committee member at other companies. We therefore consider her able toappropriately perform her supervisory duties at the Company, and expect her toprovide useful opinions and remarks on the management of the Company.
Consequently, we appoint her as a new candidate for Member of the Board of
Directors (Outside).
[Significant concurrent positions]Representative, Sunaga CPA Firm
Representative Director and President, Marunouchi Business Consulting Ltd.
Representative Partner, Marunouchi Business Consulting Tax Co.
Representative Partner, Marunouchi Audit Corporation
Outside Director (Audit & Supervisory Committee Member), USHIO INC.
Outside Director (Audit and Supervisory Committee Member), YOMEISHU SEIZO
CO., LTD.
Outside Corporate Auditor, Prima Meat Packers, Ltd.
(Note 1) No conflict of interests exists between any of the above candidates and the Company.
(Note 2) The Company has designated Mr. Rokurou Tsuruta, Mr. Shuhei Shiozawa and Mr. Masakazu Sakata, candidates, as
independent officers under the rules of the Tokyo Stock Exchange and filed the designations with the Tokyo Stock
Exchange. If the reappointment of Mr. Rokurou Tsuruta, Mr. Shuhei Shiozawa and Mr. Masakazu Sakata is approved,
the Company will continue to designate them as independent officers.
(Note 3) If the appointment of Ms. Akemi Sunaga is approved, the Company will designate her as an independent officer under
the rules of the Tokyo Stock Exchange and file the designation with the Tokyo Stock Exchange.
(Note 4) Liability limitation agreement with Members of the Board of Directors (Outside):
Mr. Rokurou Tsuruta, Mr. Shuhei Shiozawa and Mr. Masakazu Sakata, candidates, have each entered into a liability
limitation agreement with the Company. If the reappointment of Mr. Rokurou Tsuruta, Mr. Shuhei Shiozawa and Mr.
Masakazu Sakata is approved, the Company will continue the agreement with each of them. If the appointment of Ms.
Akemi Sunaga is approved, the Company shall enter into a liability limitation agreement with her. The outline of theliability limitation agreement is as follows:
If Mr. Rokurou Tsuruta/Mr. Shuhei Shiozawa/Mr. Masakazu Sakata/Ms. Akemi Sunaga becomes liable to the Company
for failure to perform his/her duties as a Member of the Board of Directors (Outside) after the conclusion of the liability
limitation agreement, the maximum amount of his/her liability shall be twice the value of the annual property benefits
that he/she has received or should receive from the Company as consideration for the execution of his/her duties duringhis/her term of office as calculated by the method provided in Article 113 of the Ordinance for Enforcement of theCompanies Act, and any amount in excess of the maximum amount shall be exempted from the liability, provided that- 16 -

he/she has conducted his/her duties in good faith and without gross negligence.
(Note 5) The Company has entered into a directors and officers liability insurance contract to insure its Members of the Board of
Directors, Audit & Supervisory Board Members, and Executive Officers. The insurance contract covers liability of
insured arising in the performance of their duties and damage claims received pertaining to the pursuit of said liability.
However, there are certain exclusions, such as no coverage for liability arising from actions taken with the knowledge
that they were in violation of laws and regulations. The Company bears the entire premium for all the insured parties.
If the candidates assume office, they will become insured persons under said insurance policy. The Company renews
said insurance policy in May every year.

- 17 -

Proposal 4: Election of Two (2) Audit & Supervisory Board Members
Mr. Eiji Hisada will resign from his position as an Audit & Supervisory Board Member at the conclusion ofthis General Meeting of Shareholders. We propose election of two (2) Audit & Supervisory Board Members,
increasing the number by one (1) to further strengthen governance, subject to the approval and passing of
Proposal 2, Partial Amendments to the Articles of Incorporation.
The Audit & Supervisory Board has given its consent to this proposal in advance.
The candidates for Audit & Supervisory Board Member are as follows.
Mr. Osamu Kunihara is a candidate for Audit & Supervisory Board Member to replace Mr. Eiji Hisada. If
Mr. Osamu Kunihara is appointed, his term of office will expire on the expiry of the term of office of the retiring
Audit & Supervisory Board Member in accordance with the Company’s Articles of Incorporation. The term of
Ms. Junko Watanabe, a candidate for Audit & Supervisory Board Member, will expire at the conclusion of theOrdinary General Meeting of Shareholders to be held for the final fiscal year ending within four (4) years after
her appointment.
Name(Date of birth)

Career summary and positions at the Company
April 1983
May 2009
April 2012
April 2013
April 2014
June 2015

April 2017
Osamu Kunihara(November 1, 1958)(New appointment)

April 2018
January 2019
February 2019

Number ofshares of theCompany held

Joined the Company
General Manager, Accounting Dept., Finance & Accounting
Div.
President, KYB (Thailand) Co. Ltd.
General Manager, Finance Dept., Finance & Accounting Div.
Executive Officer, General Manager, Finance Dept., Finance &Accounting Div.
Executive Officer, Deputy General Manager, Finance &Accounting Div. and General Manager, Finance Dept., Finance& Accounting Div.
Managing Executive Officer, General Manager, Human
Resources Div.
Managing Executive Officer, in charge of audit, General
4,200Manager, Human Resources Div.
(common stock)
Managing Executive Officer, Deputy General Manager, Finance& Accounting Div.
Managing Executive Officer, General Manager, Finance &Accounting Div. (current position)[Reasons for proposing him as a candidate for Audit & Supervisory Board Member]
He has considerable knowledge of finance and accounting based on his experience infinance and accounting. We expect that he will give us useful opinions andrecommendations. Consequently, we appoint him as a candidate for Audit &Supervisory Board Member.
[Significant concurrent positions]None- 18 -

Name(Date of birth)

Career summary and positions at the Company
April 1980
April 1999
November 2000
March 2003
March 2006
April 2008
May 2010
May 2011
April 2014

Junko Watanabe(May 26, 1957)(New Appointment)(Candidate for Audit& Supervisory Board
Member (Outside))(Candidate for
Independent Officer)

July 2015
July 2018
July 2019
March 2020
July 2020

Joined The Fuji Bank, Limited (present Mizuho Bank, Ltd.)
General Manager, Hachioji-Minamiguchi Branch, The Fuji
Bank, Limited (present Mizuho Bank, Ltd.)
General Manager, em-town Branch, The Fuji Bank, Limited(present Mizuho Bank, Ltd.)
General Manager, Hiyoshi Branch, Mizuho Bank, Ltd.
General Manager, Oji Branch, Mizuho Bank, Ltd.
General Manager, Diversity Promotion Office, Human
Resources Dept., Mizuho Bank, Ltd.
Executive Officer and Deputy General Manager, Membership
Development Dept., Mizuho Research Institute Ltd.
Senior Executive Officer and General Manager, Membership
Development Dept., Mizuho Research Institute Ltd.
Executive Officer and Deputy General Manager, Leisure Resort
Business Div. and General Manager, Sales Dept., Joban Kosan
Co., Ltd.
Director and Executive Officer, and General Manager, Leisure
Resort Business Div., Joban Kosan Co., Ltd.
Director and Executive Officer in charge of Business Strategy
Div. and Workstyle Reforms, Joban Kosan Co., Ltd.
Director and Executive Officer in charge of Corporate Div. andBusiness Strategy Div. and Workstyle Reforms, Joban Kosan
Co., Ltd.
Audit & Supervisory Board Member (Outside), JUKI
CORPORATION (current position)
Managing Director in charge of Spa Resort Hawaiians
Headquarters, in charge of Business Development Div. and KA
PILINA TOWER project, Joban Kosan Co., Ltd. (current
position)

Number ofshares of theCompany held

0(common stock)[Reasons for proposing her as a candidate for Audit & Supervisory Board Member(Outside)]
We expect that she will give us useful opinions and recommendations to securesoundness of the auditing and corporate management of the Company based on her
experiences not only in financial institutions, but also in sales and business strategy.
Consequently, we appoint her as a candidate for Audit & Supervisory Board Member(Outside).
[Significant concurrent positions]Audit & Supervisory Board Member (Outside), JUKI CORPORATIONManaging Director, Joban Kosan Co., Ltd.
(Note 1) No conflict of interests exists between Mr. Osamu Kunihara or Ms. Junko Watanabe, candidates, and the Company.
(Note 2) Ms. Junko Watanabe, a candidate, once served as an Executive of Mizuho Bank, Ltd., a Specified Associated Service
Provider of the Company. However, it has been over ten years since she retired Mizuho Bank, Ltd.
(Note 3) If the appointment of Ms. Junko Watanabe is approved, the Company will designate her as an independent officer under
the rules of the Tokyo Stock Exchange and file the designation with the Tokyo Stock Exchange.
(Note 4) Liability limitation agreement with Audit & Supervisory Board Members:
If the appointment of Mr. Osamu Kunihara and Ms. Junko Watanabe, candidates, is approved, the Company will enter
into a liability limitation agreement with them. The outline of the liability limitation agreement is as follows.
If Mr. Osamu Kunihara/Ms. Junko Watanabe becomes liable to the Company for failure to perform his/her duties as an
Audit & Supervisory Board Member after the conclusion of the liability limitation agreement, the maximum amountof his/her liability shall be twice the total value of the annual property benefits that he/she has received or should receivefrom the Company as consideration for the execution of his/her duties during his/her term of office as calculated by themethod provided in Article 113 of the Ordinance for Enforcement of the Companies Act, and any amount in excess ofthe maximum amount shall be exempted from the liability, provided that he/she has conducted his/her duties in goodfaith and without gross negligence.
(Note 5) The Company has entered into a directors and officers liability insurance contract to insure its Members of the Board of
Directors, Audit & Supervisory Board Members, and Executive Officers. The insurance contract covers liability of
insured arising in the performance of their duties and damage claims received pertaining to the pursuit of said liability.
However, there are certain exclusions, such as no coverage for liability arising from actions taken with the knowledge- 19 -

that they were in violation of laws and regulations. The Company bears the entire premium for all the insured parties. If
Mr. Osamu Kunihara and Ms. Junko Watanabe assume office as Audit & Supervisory Board Members, they will become
insured persons under said insurance policy. The Company renews said insurance policy in May every year.

- 20 -

Proposal 5: Election of an Accounting Auditor
The term of office of the Company’s Accounting Auditor, KPMG AZSA LLC, will expire at the conclusionof this General Meeting of Shareholders, and it will leave the Company’s service. Therefore, we propose theelection of a new Accounting Auditor.
This proposal is based on the decision of the Audit & Supervisory Board.
KPMG AZSA LLC has served as the Company’s Accounting Auditor for many years. In view of the lengthof this continuous auditing period, at 53 years, as well as other factors such an anticipated increase in audit fees,
we have recently engaged in a comparative consideration of several audit corporations, including the need tochange audit corporation. As a result of comprehensive consideration of factors including the possession of thenecessary expertise, independence, quality control systems and global auditing systems and a level of audit fees
appropriate to the Company’s business scale, as well as the expectation of a new auditing perspective, we
consider that Grant Thornton Taiyo LLC is suitable for the Company’s Accounting Auditor.
The candidate for Accounting Auditor is as follows.
(As of March 31, 2022)
Name

Grant Thornton Taiyo LLC

Main placeof business

Akasaka K-tower 19F, 1-2-7 Motoakasaka, Minato-ku, Tokyo

History

September 1971 Taiyo Audit Corporation was established
October 1994 Joined Grant Thornton International
January 2006 Merged with ASG Audit Corporation and changed name to Grant
Thornton Taiyo ASG Audit Corporation
July 2008
Became a limited liability audit corporation and changed name toGrant Thornton Taiyo ASG LLC
July 2012
Merged with Eisho Audit Corporation
October 2013 Merged with Kasumigaseki Audit Corporation
October 2014 Changed company name to Grant Thornton Taiyo LLC
July 2018
Merged with YUSEI Audit & Co.
Members

Overview

Representative partners and partners:
88
Specified partners:
4
Certified public accountants:
304
Staff who have passed the certified public
accountant exam or similar:
246
Other specialists:
181
Administrative staff:
89
Contractual staff:
224
Total
1,136
Number of audit clients
1,035 companies- 21 -

Proposal 6: Revision of the Remuneration System and Amount of Remuneration for Members of the Board of
Directors (Excluding Members of the Board of Directors (Outside))
A maximum amount of fixed remuneration for Members of the Board of Directors of the Company of 30,000
thousand yen per month (excluding remuneration received in the capacity of employee) was approved by the75th Ordinary General Meeting of Shareholders held on June 27, 1997. With the aim of providing an incentive
for Members of the Board of Directors to strive to enhance the Group’s corporate value and promote the further
value-sharing with shareholders, as part of our review of the officers’ remuneration system, we now propose, in
addition to and separately from the current amount of monetary remuneration, (1)(i) to newly introduce a
performance-linked stock remuneration plan with delayed delivery (performance share unit plan; hereinafter,
referred to as the “Plan”), and to grant performance-linked stock with delayed delivery as stock remuneration,linked to performance from the 101st fiscal year (April 1, 2022 to March 31, 2023) onward, to Members of theBoard of Directors of the Company (excluding Members of the Board of Directors (Outside); hereinafter,
referred to as “Eligible Directors”); and (ii) as transitional measures for the introduction of the Plan (hereinafter,
the “Transitional Measures”), to grant restricted stock as stock remuneration, linked to performance for the
100th fiscal year (April 1, 2021 to March 31, 2022; hereinafter, “this fiscal year”) to the four Eligible Directors
who will be reappointed if Proposal 3 is approved and passed as proposed (hereinafter, the “Reappointed
Directors”). Furthermore, (2) regarding monetary performance-linked bonuses, which was previously submitted
to the Ordinary General Meeting of Shareholders each year for approval, we propose to establish a remuneration
limit for the portion of performance-linked bonuses that constitutes monetary remuneration (hereinafter, the“Remuneration Limit”).
The Company has established a policy for determining the remuneration of each Member of the Board of
Directors, the outline of which is described in the Business Report. If this proposal is approved, the Company
intends to amend such policy. The outline of the amended policy is described below. The Company believes
that the contents of this proposal are necessary and appropriate to determine the content of remuneration foreach Member of the Board of Directors in accordance with the amended policy. The maximum number of sharesof performance-linked stock with delayed delivery to be granted under the Plan (20,000 shares per annum) andthe maximum number of shares of restricted stock to be granted under the Transition Measures (10,000 shares)
represent approximately 0.08% and 0.04%, respectively, of the Company’s total number of issued shares ofcommon stock as of March 31, 2022 (25,748,431 shares). As they result in an insignificant dilution ratio, we
consider that the grant of shares of performance-linked stock with delayed delivery under the Plan and the grantof shares of restricted stock under the Transition Measures are appropriate. In addition, the Remuneration Limit(up to 200,000 thousand yen per annum) does not exceed the current maximum annualized amount of monetary
remuneration (fixed remuneration) for Members of the Board (360,000 thousand yen per annum), and we also
consider it appropriate from the perspective of providing an appropriate incentive and preventing excessive risktaking. Moreover, the Remuneration Committee, a non-statutory body consisting of the Representative Directors
and the Members of the Board of Directors (Outside), has given the opinion that the contents of this proposal
are appropriate.
The Company currently has seven (7) Members of the Board of Directors, including three (3) Members of
the Board of Directors (Outside). If Proposal 3 is approved and passed as originally proposed, then the Company
will have ten (10) Members of the Board of Directors, including four (4) Members of the Board of Directors(Outside). The number of Members of the Board of Directors subject to the provisions of the Plan and theRemuneration Limit (Eligible Directors) is six (6). The number of Members of the Board of Directors subject
to the provisions of the Transitional Measures (Reappointed Directors) is four (4).
I. Introduction of the Plan
Item 1. Performance-linked stock remuneration plan
1. Overview of the Plan
The Plan is a performance-linked remuneration plan under which a number of shares of common stock of theCompany, calculated in accordance with factors such as the degree of achievement of the single-year
consolidated performance forecasts (hereinafter, the “Performance Targets”) stated in the kessan tanshin(financial results report) on the settlement of accounts for the end of the previous fiscal year (hereinafter, the“Evaluation Period”) shall be granted to Eligible Directors as remuneration, etc. The initial Evaluation Period
shall comprise the fiscal year from April 1, 2022 to March 31, 2023. Under the Plan, shares of the Company’scommon stock shall be delivered in accordance with factors such as the degree of achievement of the
Performance Targets. Whether or not shares are delivered, and the number and amount of any such shares, areundecided at the time when the Plan is introduced.
When the Company issues or disposes of the shares of common stock of the Company to Eligible Directors
under the Plan, the Company shall conclude a stock allotment agreement (hereinafter, the “Allotment
Agreement”) that includes the content summarized below, with each Eligible Director. (However, this shall only
- 22 -

apply to Eligible Directors currently serving as Members of the Board of Directors or in another officedesignated by the Company’s Board of Directors as of the date of the resolution to deliver the aforementioned
shares.)(1) An Eligible Director must not transfer, pledge or otherwise dispose of any shares of common stock of theCompany allotted under the Allotment Agreement (hereinafter the “Allotted Shares”) from the day when theshares were allotted until the time immediately after the Eligible Director ceases to occupy the office ofMember of the Board of Directors or other office designated by the Company’s Board of Directors(hereinafter, the “Transfer Restriction Period;” however, if the Eligible Director ceases to occupy said officewithin three months after the fiscal year in which the Allotted Shares were allotted, and the Company’s
Board of Directors has separately designated a date within six months after the end of that fiscal year, theTransfer Restriction Period shall terminate on the date designated by the Board of Directors). These
restrictions are hereinafter referred to as the “Transfer Restrictions.”(2) The Company may acquire all or part of the Allotted Shares for no consideration, in cases where there iscause deemed appropriate by the Company’s Board of Directors, due to the violation by an Eligible Directorof laws, regulations, internal rules, or the Allotment Agreement, or for other reasons.
(3) Where a merger agreement with the Company as the non-surviving company, a share exchange agreement
where the Company becomes a wholly-owned subsidiary, a share transfer plan or another matter concerning
an organizational restructuring etc. is approved by the Company’s General Meeting of Shareholders (or theCompany’s Board of Directors, for organizational restructuring etc. that does not require the approval of theGeneral Meeting of Shareholders) during the Transfer Restriction Period, the Transfer Restrictions
pertaining to all the Allotted Shares may be removed before the effective date of the organizational
restructuring etc. by resolution of the Board of Directors.
2. Details of remuneration, etc. under the Plan
(1) Method used to calculate remuneration, etc. under the Plan
Under the Plan, the Company shall determine the number of shares to be allotted to each Eligible Director
as the product of (i) the standard number of shares to be delivered based on each Eligible Director’s position
multiplied by (ii) the degree of achievement of the Performance Targets determined by the Company’s Boardof Directors, and (iii) service period ratio. Each Eligible Director shall receive a number of shares of theCompany’s common stock calculated in accordance with the following formula, for no consideration, basedon a resolution of the Company’s Board of Directors.
[Formula]
Number of shares allotted = (i) standard number of shares to be delivered × (ii) degree of achievement of
Performance Targets × (iii) service period ratio(i) “Standard number of shares to be delivered” shall be determined by the Company’s Board of Directors inaccordance with each Eligible Director’s position. It is anticipated that the initial standard number of shares
to be delivered shall not exceed 20,000 shares in total.
(ii) “Degree of achievement of Performance Targets” shall be determined by the Company’s Board of
Directors within a range from 20% to 100%, based on the proportion of achievement of the Performance
Targets for each fiscal year in the Evaluation Period (achievement refers to the evaluation measuresexceeding the Performance Targets for the Evaluation Period). The evaluation measures for the initial
Evaluation Period shall comprise four measures: amount of consolidated segment profit, ratio ofconsolidated segment profit, amount of profit attributable to owners of parent, and ratio of profit attributableto owners of parent. (The Performance Targets corresponding to each of these measures for the initial
Evaluation Period are presented in the kessan tanshin (financial results report) dated May 13, 2022.) It is
anticipated that the degree of achievement of Performance Targets will be calculated as shown below.
Degree of achievement of Performance
Achievement of evaluation measures
Targets
4 measures achieved100%
3 measures achieved80%
2 measures achieved60%
1 measure achieved
40%
No measures achieved
20%(iii) “Service period ratio” is the ratio of the number of months in office to the number of months in the
Evaluation Period.

- 23 -

(2) Maximum amount of remuneration, etc. under the Plan
The total number of shares of the Company’s common stock to be issued or disposed of to Eligible Directors
under the Plan shall not exceed 20,000 shares per annum. (However, this limit may be adjusted within areasonable range in the event that the Company’s common stock undergo a stock split, including a gratis
allotment of shares (the same applies hereinafter), or a consolidation of shares or other unavoidable cause.)
The total value of shares of common stock of the Company issued or disposed of to Eligible Directors under
the Plan shall not exceed 75,000 thousand yen per annum. (The shares shall be granted through issuance ordisposal of such shares as remuneration, etc. for Members of the Board of Directors of the Company, and do
not require the payment of an amount for subscribed shares. However, the amount of remuneration per share
granted to Eligible Directors shall be calculated based on the closing price of the Company’s common stockon the Tokyo Stock Exchange on the last business day before the date of the resolution of the Board of
Directors, or, if trading is not effected on that date, the closing price on the last trading day of the Company’scommon stock preceding the resolution.)
Remuneration limits under the Plan shall be established separately from the current amounts of monetary
remuneration for Members of the Board of Directors of the Company, from stock remuneration under theTransitional Measures, and from the Remuneration Limit.
(3) Cause for forfeiture of right to receive remuneration under the Plan
Eligible Directors shall forfeit the right to receive some or all remuneration, etc. under the Plan if they engage
in illegal acts determined by the Company’s Board of Directors, or leave office for certain reasons
determined by the Company’s Board of Directors.
(4) Adjustment due to stock consolidations, stock splits, etc.
If the total number of issued shares of the Company should increase or decrease due to a stock consolidation
or stock split prior to the delivery of shares under the Plan, the number of shares calculated under the Plan
shall be adjusted in accordance with the ratio of the stock consolidation or stock split.
(5) Other matters
In the event that an Eligible Director ceases to occupy the office of Member of the Board of Directors of theCompany, or other office designated by the Company’s Board of Directors, due to death or other cause
deemed proper by the Company’s Board of Directors, or is newly appointed as a Member of the Board of
Directors of the Company, or where a proposal for a merger agreement with the Company as the nonsurviving company, a share exchange agreement where the Company becomes a wholly-owned subsidiary,a share transfer plan or another matter concerning an organizational restructuring etc. is approved by theCompany’s General Meeting of Shareholders (or the Company’s Board of Directors, for organizational
restructuring etc. that does not require the approval of the General Meeting of Shareholders), or for othercause deemed proper by the Company’s Board of Directors, the Company may deliver a reasonably adjusted
number of shares, or pay an equivalent amount of money reasonably calculated by the Company’s Board of
Directors (within 75,000 thousand yen per annum, including total value of shares of the Company’s common
stock to be issued or disposed of to Eligible Directors under the Plan ) in lieu of the delivery of shares, asnecessary, at a time reasonably determined by the Company’s Board of Directors.
Item 2. Transitional Measures
1. Overview of the Transitional Measures
As stated above, the initial Evaluation Period under the Plan shall be the single fiscal year from April 1, 2022
to March 31, 2023. The timing of the issuance or disposal of shares of the Company’s common stock to Eligible
Directors shall be in or after the Company’s 102nd fiscal year (April 1, 2023 to March 31, 2024).
Transitional Measures shall consist of the issuance or disposal of a number of shares of restricted stock,calculated with this fiscal year as the Evaluation Period, to Eligible Directors as performance-linked
remuneration under the Plan for this fiscal year, based on a resolution of the Company’s Board of Directors, toswiftly achieve value-sharing between Members of the Board of Directors and shareholders: one of the aims ofintroducing the Plan. The Company shall conclude the Allotment Agreement with Reappointed Directors whenissuing or disposing of these shares.
2. Details of remuneration, etc. under the Transitional Measures(1) Method used to calculate remuneration, etc. under the Transitional Measures
Under the Transitional Measures, each Reappointed Director shall receive a number of shares of theCompany’s common stock through issuance or disposal of shares, for no consideration, calculated inaccordance with the Plan, with this fiscal year as the Evaluation Period, based on a resolution of theCompany’s Board of Directors. The Performance Targets for each evaluation measure (amount of- 24 -

consolidated segment profit, ratio of consolidated segment profit, amount of profit attributable to owners ofparent, and ratio of profit attributable to owners of parent) for this fiscal year shall be as presented in the
kessan tanshin (financial results report) dated May 13, 2022. The degree of achievement of performance
Targets for this fiscal year shall be as shown below.
Degree of achievement of Performance
Achievement of evaluation measures
Targets
4 measures achieved
100%(2) Maximum amount of remuneration, etc. under the Transitional Measures
The total number of shares of the Company’s common stock to be issued of disposed to Reappointed
Directors under the Transitional Measures shall not exceed 10,000 shares. (However, this limit may be
adjusted within a reasonable range in the event that the Company’s common stock undergo a stock split ora consolidation of shares or other unavoidable cause.)
The total value of shares of common stock of the Company issued or disposed of to Reappointed Directors
under the Transitional Measures shall not exceed 37,500 thousand yen. (The shares shall be granted throughissue or disposal of such shares as remuneration, etc. for Members of the Board of Directors of the Company,and do not require the payment of an amount for subscribed shares. However, the amount of remuneration
per share granted to Reappointed Directors shall be calculated based on the closing price of the Company’scommon stock on the Tokyo Stock Exchange on the last business day before the date of the resolution of theBoard of Directors, or, if trading is not effected on that date, the closing price on the last trading day of theCompany’s stock preceding the resolution.)
Remuneration limits under the Transitional Measures shall be established separately from the current
amounts of monetary remuneration for Members of the Board of Directors of the Company, from stock
remuneration under the Plan, and from the Remuneration Limit. They shall only apply to performance-linked
stock remuneration for this fiscal year.
II. Establishment of the Remuneration Limit
1. Overview of the Remuneration Limit
The Company has adopted a system of performance-linked bonuses (hereinafter, the “Bonus System”) forthe payment of bonuses to Eligible Directors, with the objective of increasing the correlation between the
remuneration of each Member of the Board of Directors and business performance, to increase motivation to
improve business performance via appropriate corporate management, and further promoting value-sharing withshareholders. Each year, the Company has requested the approval of the General Meeting of Shareholders to
the payment of an amount of bonuses calculated based on performance in the previous fiscal year.
We now propose to establish a remuneration limit of 200,000 thousand yen per annum from this fiscal year
onward, for the portion of performance-linked remuneration that is monetary remuneration under the Bonus
System.
We intend to calculate the portion of performance-linked remuneration that is monetary remuneration underthe Bonus System based on the amended policy for determining the remuneration of each Member of the Boardof Directors, the outline of which is described below.
The Remuneration Limit shall be established separately from the current amounts of monetary remuneration
for Members of the Board of Directors of the Company, from stock remuneration under the Plan, and from stock
remuneration under the Transitional Measures.

- 25 -

<Reference> Overview of the policy for determining the remuneration of each Member of the Board of Directors
Remuneration for Members of the Board of Directors shall comprise fixed remuneration (basic remuneration),
paid monthly in a fixed amount, and performance-linked remuneration (bonuses) linked to the Company’s
performance. Compensation for Members of the Board of Directors (Outside) shall consist only of fixed
remuneration, and no performance-based remuneration shall be paid, in view of their roles and independence.
The amount of fixed remuneration shall be based on position and duties, within the limit on the total amountof remuneration established by resolution of the General Meeting of Shareholders. It shall be decided by aresolution of the Board of Directors upon consultation with the Remuneration Committee, a non-statutory bodyconsisting of the Representative Directors and the Members of the Board of Directors (Outside), and paid toeach Member of the Board of Directors monthly.
Performance-linked remuneration shall comprise monetary remuneration and stock remuneration. The
amount of monetary remuneration shall be decided by resolution of the Board of Directors upon consultation
with the Remuneration Committee, within the limit on the total amount of remuneration established byresolution of the General Meeting of Shareholders. It shall not exceed 1.0% of the profit attributable to ownersof parent in the fiscal year preceding the fiscal year in which the performance-linked remuneration is paid (theEvaluation Period), or 40% of the sum of basic remuneration for Members of the Board of Directors (excluding
Members of the Board of Directors (Outside)) and the monetary portion of performance-linked remuneration.
The amount of monetary remuneration to be paid to each Member of the Board of Directors shall be decided byresolution of the Board of Directors upon consultation with the Remuneration Committee. This amount shall be
paid to each Member of the Board of Directors simultaneously after the end of the Evaluation Period, based on
the proportional weight preassigned to the position held by each.
Stock remuneration shall be by resolution of the Board of Directors upon consultation with the Remuneration
Committee, and delivered to each Member of the Board of Directors simultaneously after the end of the
Evaluation Period. The number of shares shall be based on the proportional weight preassigned to the position
held by each Member of the Board of Directors, and depend on the degree of achievement of the measures thatform the basis for calculating performance-linked remuneration for the Evaluation Period, within the limits on
the number of shares and the total amount of remuneration established by resolution of the General Meeting of
Shareholders.
The measures that form the basis for calculating performance-linked remuneration shall comprise four
calculation measures for the Evaluation Period (amount of consolidated segment profit, ratio of consolidated
segment profit, amount of profit (loss) attributable to owners of parent, and ratio of profit (loss) attributable toowners of parent), and the amount or number of performance-linked remuneration shall be calculated based on
the degree to which the consolidated forecasts for these calculation measures have been achieved. Performancelinked remuneration shall not be paid if the Company records a loss attributable to owners of parent.
The approximate ratio of the amounts of each class of remuneration for Member of the Board of Directors(excluding Member of the Board of Directors (Outside)) in the case of 100% achievement of performancemeasures shall be as follows: 6:3:1, being the ratio of fixed remuneration to performance-linked monetary
remuneration to performance-linked stock remuneration, respectively.
It is the Company’s policy to calculate and determine the amounts of fixed remuneration and performancelinked remuneration for each Member of the Board of Directors based on a validation of the appropriateness of
said remuneration by the Remuneration Committee, and the content of the Remuneration Committee’s report to
the Board of Directors stating that said remuneration is appropriate.

- 26 -

Proposal 7: Revision of the Amount of Remuneration for Audit & Supervisory Board Members
The amount of remuneration for Audit & Supervisory Board Members of the Company of 8,000 thousand
yen or less per month was approved by the 89th Ordinary General Meeting of Shareholders held on June 24,
2011, and it has been applied to this date. However, in order to increase the number of members to enhance
governance and in consideration of other circumstances, the Company proposes to change the amount of
remuneration for Audit & Supervisory Board Members to 10,000 thousand yen or less per month.
The number of Audit & Supervisory Board Members is currently four (4). If Proposals 2 and 4 are approved
as originally proposed, the number of Audit & Supervisory Board Members will be five (5).
Proposal 8: Renewal of Countermeasures to Large-Scale Purchase of the Company’s Shares (Takeover
Defense Measures)
The Company introduced Countermeasures to Large-Scale Purchase of the Company’s Shares (“Takeover
Defense Measures”) with the approval of the shareholders of the Company at the 85th Ordinary General
Meeting of Shareholders held on June 26, 2007, and the most recent renewal of the Takeover Defense Measures
took place pursuant to a resolution at the 97th Ordinary General Meeting of Shareholders held on June 25,
2019 (hereinafter, the “Present Plan”). However, the effective period of the Present Plan will expire at theconclusion of this General Meeting of Shareholders. In an effort to ensure and enhance the Company’s
corporate value and ultimately shareholders’ common interests for the medium and long terms, the Company
has continued to review the approach to the Takeover Defense Measures since the renewal of the Present Plan,
including the pros and cons of its continuation, in view of the changes of the social and economic situations,the various trends of takeover defense measures and the development of diverse discussions.
As a result, the Company decided at the Board of Directors’ meeting held on May 23, 2022 to renew the
Present Plan (hereinafter, the plan after the renewal is referred to as the “Plan”) subject to the approval of theshareholders at this General Meeting of Shareholders, with regard to the framework to avoid control over theCompany’s financial and business policy decisions by inappropriate entities in light of the Company’s basic
policy for entities who control the financial and business policy decisions of the Company, in accordance with
Article 118, Item 3 of the Ordinance for Enforcement of the Companies Act. We request the approval of theshareholders on this proposal.
For details on the Plan, please refer to the attached document (the timely disclosure document announced
as “Renewal of Countermeasures to Large-scale Purchase of the Company’s Shares (Takeover Defense
Measures)” dated May 23, 2022).
END- 27 -

<Attached Document>
May 23, 2022
PRESS RELEASE
Company name: KYB Corporation
Representative: Masao Ono
Representative Director,
President Executive Officer(Securities code: 7242, TSE (Prime
Market))Contact: Minoru Ishikawa
Managing Executive Officer,
General Manager, CSR & Safety
Control Div.
(Tel: +81-3-3435-6460)
Renewal of Countermeasures to Large-Scale Purchase of the Company’s Shares(Takeover Defense Measures)
KYB Corporation (the “Company”) introduced Countermeasures to Large-Scale Purchase of the Company’s
Shares (Takeover Defense Measures) with the approval of the shareholders of the Company at the 85th Ordinary
General Meeting of Shareholders held on June 26, 2007, and the most recent renewal of the Takeover Defense
Measures took place pursuant to a resolution at the 97th Ordinary General Meeting of Shareholders held on
June 25, 2019 (hereinafter, the “Present Plan”). However, the effective period of the Present Plan will expire at
the conclusion of the 100th Ordinary General Meeting of Shareholders of the Company to be held in June 2022
(hereinafter, this “Shareholders’ Meeting”). In an effort to ensure and enhance the Company’s corporate value
and ultimately shareholders’ common interests for the medium and long terms, the Company has continued toreview the approach to the Takeover Defense Measures since the renewal of the Present Plan, including thepros and cons of its continuation, in view of the changes of the social and economic situations, the various
trends of takeover defense measures and the development of diverse discussions.
As a result, the Company decided at the Board of Directors’ meeting held today to renew the Present Plan
(hereinafter, the plan after the renewal is referred to as the “Plan”) subject to the approval of the shareholders
at this Shareholders’ Meeting with regard to the framework to avoid control over the Company’s financial andbusiness policy decisions by inappropriate entities in light of the Company’s basic policy for entities who
control the financial and business policy decisions of the Company (hereinafter, “the Basic Policy on theControl of the Company”), in accordance with Article 118, Item 3 of the Ordinance for Enforcement of theCompanies Act.
All of the Audit & Supervisory Board Members attended the Board of Directors’ meeting that determined
the Plan, and none of them expressed objections to the Plan.
The status of the Company’s shares as of March 31, 2022 is as per Exhibit 1. For your information, no
approach or proposal for a large-scale purchase of the Company’s shares has been made as of today.

- 28 -

I. Basic Policy on the Control of the Company
As a listed company, we consider that the shares of the Company are to be freely traded by shareholders andinvestors, and that any proposal for a large-scale purchase of the Company’s shares or similar actions shall not
be denied out of hand and shall ultimately be judged by the free opinions of shareholders.
However, the Japanese capital market once showed a trend of large-scale purchases of shares or similaractions being forced on target corporations unilaterally without the consent of the management of the target
corporations. We cannot deny that such actions may possibly be forced on the Company in the future.
Specifically, the Company has been responding to the nonconforming acts in the inspection process, etc. forseismic isolation/mitigation oil dampers disclosed in 2018, and the excessive posting of man-hours in the
Aircraft Components business disclosed in 2019. The share price is recovering as a result, but still appears to
be undervalued, partly due to the impact of COVID-19 and other factors in the external environment. The Groupis continuing to restructure to improve capital.
We believe that a person who controls the financial and business policy decisions of the Company should
be a person who fully understands the management principles, the various sources of the corporate value of theCompany, and the Company’s relationship of trust with the stakeholders supporting the Company, and works
to ensure and enhance the Company’s corporate value and shareholders’ common interests for the medium andlong terms. To this end, such a person needs to amass the power of the Group by exercising strong leadershipwith the trust of the officers and employees of the Group. Therefore, we consider that any person who may
impair the Company’s corporate value and shareholders’ common interests by an inappropriate proposal for alarge-scale purchase or similar actions is inappropriate as an entity that controls the financial and business
policy decisions of the Company.
II. Effective Use of the Company’s Assets, Formation of an Appropriate Business Group, and Other
Special Efforts to Contribute to the Realization of the Basic Policy
The Company implements the following measures in an effort to ensure and enhance the Company’s
corporate value and shareholders’ common interests for the medium and long terms, in order to have many
investors continually invest in the Company for the long term. We believe that this effort will contribute to therealization of the Basic Policy on the Control of the Company described in I. above.
1. Efforts to enhance corporate value under the “Key Initiatives for the Medium Term”
Fiscal 2022, ending March 2023, is the final year of the 2020 medium-term management plan. Under theslogan “recovering trust and pride,” we have promoted the transition to a high-profit structure while positioning
recurrence prevention measures against nonconforming acts related to seismic isolation/mitigation oil dampers,
etc., corporate culture reform, respect for social norms and thorough compliance at the core of our management.
Our progress was significantly hampered by the spread of COVID-19 in fiscal 2020, but in fiscal 2021 we madeup for the delay, in spite of headwinds such as soaring raw material prices and semiconductor shortages.
Fiscal 2022 marks the culmination of the current medium-term management plan. We will strive to develop
new products for sustainable growth and implement production innovations and cost reductions by building
next-generation innovative plants to strengthen profitability, focusing management resources on the threebusinesses that will form the pillars of growth in the future: automotive components, hydraulic components,and special-purpose vehicles. We will promote ESG management to complete the current medium-term
management plan and link our efforts to the next medium-term management plan.
(1) Management
Respect for social norms and thorough compliance, Human resources development and health andproductivity management, Safety First and Quality Management, High-profit structure
We have responded to stakeholder expectations and fulfill our corporate social responsibility tocontribute to society by achieving sustainable growth and enhancing corporate value, while endeavoring tostrengthen corporate governance.
Firstly, the conformance of seismic isolation/mitigation oil dampers products, the prerequisite forregaining trust, reached 97% by the end of fiscal 2021. We will continue to position Respect for social norms
and thorough compliance at the core of our management, embed a corporate culture that respects social
norms, continue activities to prevent recurrence across the Group, and endeavor to strengthen governance.
Moreover, from the perspectives of ESG and the SDGs, social requirements, we will establish asustainability committee, which will act as the headquarters for achieving carbon-neutral status andpromoting ESG management.
Regarding workstyle reforms, we will thoroughly implement health and productivity management,- 29 -

including measures to prevent disease, clarify our emphasis on human rights and our intolerance of any formof harassment, implement the optimal allocation of human resources after Group restructuring, promote DX
by securing and training digital human resources, and engage in creating open workplaces with goodcommunication.
Regarding safety and quality, we will thoroughly prevent workplace accidents and fires, reform
employee awareness based on quality training, and promote the achievement and maintenance of zero
quality issues. We will also strengthen cyber-security against the threats that have rapidly becoming an issue
for corporate management in recent years.
In order to achieve a high-profit structure, we will revise our business portfolio strategy, optimize
management resources by reducing total costs globally and optimizing our global production system, andcomplete the implementation of improvement plans for unprofitable businesses, operating bases, andproducts.
In terms of growth strategy, we will capture trends such as MaaS and CASE, formulate strategies for
new markets and products that will become next-generation revenue sources, seek entry into EV andemerging manufacturers, and actively invest management resources in growth fields.
(2) Progress on Recurrence Prevention Measures and Response to Nonconforming Acts Related to Seismic
Isolation/Mitigation Oil Dampers for Buildings
Since July 5, 2019, we have regularly disclosed the state of progress on recurrence prevention measuresand response to this issue on the Company’s website. Please refer to the webpages shown below.
As of March 31, 2022, all 67 specific recurrence prevention measures are “completed,” and we arecontinuing measures to ensure that they are maintained and embedded.
Progress on recurrence prevention measures (Japanese version only)
https://www.kyb.co.jp/company/progress/prevent.html
Progress on response (Japanese version only)
https://www.kyb.co.jp/company/progress/exchange_progress.html(3) Global COVID-19 Pandemic
Business results have been impacted by the measures, such as restrictions on outings and movement,
imposed by national and local governments in each country, and production cuts by the Group’s major
customers due to the COVID-19 pandemic. Even in regions where the pandemic has been brought undercontrol, the emergence of new variance has led to renewed spread on several occasions, and the outlook
remains uncertain. Each Group company will comply with the restrictions and guidelines implemented bynational and local governments in each country, and endeavor to prevent the spread of infection throughmeasures such as thorough implementation of hygiene management, restrictions on business travel within
Japan and overseas, and the active introduction of teleworking and online meetings.
(4) Automotive Components Operations
Unlock potential with strengthening, evolution and new initiative
Under the 2020 medium-term management plan, we are strengthening and evolving existing businesses
while pursuing new opportunities as a growth strategy, to unlock the potential of our Automotive
Components Operations. Fiscal 2022 is the culminating year of the current medium-term management plan,
and we are continuing the fixed cost reductions, securing profit at individual locations by executing various
reorganization plans, enhancing mechanisms and systems for business controls, conducting profit-oriented
management by securing cost competitiveness, developing new markets and products and cultivating newcustomers through technological development that will make us the chosen supplier for our customers, suchas the electrification of vehicles and environmental response, and implementing structural reforms in theaftermarket business with cooperation among production, marketing and technology development
operations.
(5) Hydraulic Components Operations
Continue to be a first-choice global manufacturer that customers trust, by swiftly responding to market
change and anticipating demand
Our basic policy under the 2020 medium-term management plan has been to enhance long-term
profitability through selection and focus. Fiscal 2022 is the culminating year of the current medium-term
management plan, and we are promoting strategies to enhance profitability for each product group, reduce
costs and promote local sourcing, exit unprofitable businesses and products, and complete the enhancementof production systems. In addition, we are optimizing and strengthening the function of HydraulicComponents Operations overall by reorganizing sales departments and improving the productivity of backoffice operation. We will also proceed with the development and mass-production of electronic, electrified,- 30 -

systematized next-generation electronic hydraulic equipment, centered on our regional strategy, shift our
focus to earning-power, and link this to the next medium-term management plan.
(6) Special-Purpose Vehicles Division
Develop high value-added products that meet market needs to strengthen the profit structure, Promote new
products that can contribute to a decarbonized society and the research and development of next-generation
products through collaboration with other businesses
Our basic strategy is to achieve sustainable growth through businesses that are friendly to the earth andhumanity, and that our employees can feel proud of. In Japan, we will develop high value-added productsthat meet market needs to strengthen the profit structure, promote the development of new products that cancontribute to a decarbonized society and the research and development of next-generation products throughcollaboration with other businesses. Overseas, we will proceed to establish the foundations for global
systems through the formulation of a new overseas business plan.
(7) Aircraft Components Division
Rebuild production systems, Prepare a total exit scenario
Since the time of the Company’s founding, we have engaged in operations concerning hydraulicequipment for aircraft, but as a result of a total reconsideration of our business portfolio, we have decided
on a basic policy of exiting the aircraft components business, which we announced on February 9, 2022, inorder to strengthen our corporate competitiveness through the selection and focus of management resources.
Looking ahead, we plan a complete, staged termination of Aircraft Components Division, including
repairs. We will formulate an exit plan that our customers can accept, while reorganizing production systems
based on a safety-first, quality management approach.
(8) Technology and Product Development
Produce innovation through the utilization and fusion of digital technologies
Our basic policy under the 2020 medium-term management plan has been to develop technologies andproducts, and we have strived to curb costs at the development stage, obtain superior patents, and enhancedevelopment efficiency by spreading model-based development (MBD) companywide and testing IP
landscaping, to achieve the efficient development of technologies and products and create high-profit
products. We have also enhanced our technology roadmap from a medium-term perspective and proceededwith the creation of new value and new technologies, while utilizing external organizations, to promoteresearch and development activities that will link to the achievement of carbon-neutral status and ESG
management. In fiscal 2022, we will create new products combining technologies such as vibration control,
power control, and electronics, around our core hydraulic technologies. We will also contribute to achieving
the SDGs and carbon neutral status, which are social requirements. Moreover, we will proceed with ouroverall DX promotion system, utilizing it not only in everyday business activities, but also in the Ship’s 30
activities aimed at achieving new, innovative self-sufficient plants by 2030, and in our research anddevelopment activities.
(9) Human Resources Development
Creating healthy and rewarding workplaces, Developing human resources who can help put our Corporate
Spirit into practice, Improving productivity of back-office operations
We regard the health of our employees and their families as a vital management resource, and the sourceof our corporate activities. We are engaged in creating rewarding workplaces that are healthy for the mind
and body of each employee. As one initiative to promote health management, we have acquired certification
as a Health & Productivity Management Organization for three consecutive years, and aim for White 500
certification in 2024. We are fostering awareness of compliance in order to regain trust, creating open
workplaces free from harassment, and promoting diversification of human resources, while also building
mechanisms to recruit DX human resources. We are also training operating base managers globally, while
increasing the value-added productivity of back-office operations, mainly with robotic process automation(RPA), which will lead to lower fixed costs.
(10) Monozukuri (manufacturing expertise)
From possible improvements to necessary improvements: improving points, lines and surfaces, Achieve
innovative monozukuri that tracks changes in volumes
We have promoted production innovation activities to achieve optimal, innovative monozukuri in eachfiscal year, and continually produce stable profits. In fiscal 2021, we launched the Ship’s 30 activities toachieve innovative, self-sufficient plants with completely synchronized processing and assembly by 2030
at our Gifu North Plant and Gifu South Plant, for Automotive Components Operations and Hydraulic- 31 -

Components Operations, respectively. We will expand this initiative to our main operating bases in fiscal
2022. We will endeavor to leverage the IoT to improve productivity, revive TPM equipment maintenanceactivities, and aim to develop the capability to apply more sophisticated maintenance and management for
innovative production lines in the future. To this end, we have established the Production Innovation
Promotion Dept. and TPM Promotion Sect., which will proceed with their activities. Through these activities,
we will promote production and logistics reforms, cost improvements through inventory reductions,production equipment to achieve innovative monozukuri, and the development of product assessment
technologies, as well as enhance the effectiveness of investment in equipment and develop human resources
to drive these improvements.
KYB Group will make efforts to reform the corporate structure focused on making itself lean and strong,while steadily implementing the above key initiatives toward a restoration of trust.
2. Basic Concept for Corporate GovernanceIn order to fulfill the corporate social responsibility as to contribution to the society as well as to meetshareholders’ expectations through realization of sustainable and stable growth and the increase of corporate
value, we (mainly the Board of Directors) pursue a speedy and efficient management structure, a highly fair
and transparent management supervisory function, and continuous efforts to strengthen and enhance ourcorporate governance based on the following management principles and basic policies.
<Management Principles>“By serving technologies and products that make people’s life safe and comfortable, KYB Group dedicates tothe society.”
1. We shall follow all rules and face all issues with honesty.
2. We shall build a corporate culture full of vitality, and hold high goals.
3. We shall value sincerity, cherish nature, care for the environment.
4. We shall constantly pursue creativity, contribute to the prosperity of customers, shareholders, suppliers andsociety.
<Basic Policies>
1. We shall respect the rights of shareholders, and ensure the equal and fair treatment of all shareholders.
2. We shall take the benefits of stakeholders into consideration and endeavor to appropriately cooperate withthose stakeholders.
3. We shall disclose not only the information in compliance with the relevant laws and regulations, but also
actively provide the important and/or useful information to stakeholders for their well-informed decision
making.
4. The Board of Directors shall be cognizant of its fiduciary responsibility and accountability to shareholders,and shall appropriately fulfill its roles and responsibilities in order to promote sustainable and stablecorporate growth and increase corporate value, profitability, and capital efficiency.
5. We shall engage in constructive dialogue with shareholders, and make efforts to obtain shareholders’ support
regarding the Company’s Business Policies and also reflect shareholders’ opinions and concerns in the
improvement of management.
III. Contents of the Plan (Efforts to avoid Control over Financial and Business Policy Decisions by
Inappropriate Entities in Light of the Basic Policy on the Control of the Company)
1. Purpose of Introduction of the Plan
For the management of the Company, aiming to enhance or ensure corporate value and shareholders’common interests for the medium and long terms, a wide range of know-how, a wealth of experience, and a fullunderstanding of the relationships constructed with stakeholders such as customers, employees and clients etc.
are indispensable. Without a full understanding of the business characteristics of the Company, shareholders
will not be able to appropriately judge the shareholder value which may be realized in the future. Upon a sudden
execution of a large-scale purchase, shareholders are obliged to promptly and appropriately judge whether thepurchase price offered by those conducting the large-scale purchase is reasonable in comparison with theCompany’s corporate value and shareholders’ common interests. For this judgment, it is essential forshareholders to be provided necessary and sufficient information from both the Board of Directors of theCompany and the large-scale purchaser. The concept of the management policy and business plan which thelarge-scale purchaser may pursue when joining the management of the Company is an important piece of- 32 -

information for shareholders to study when they intend to continue holding the shares of the Company. The
opinions of the Board of Directors of the Company about the said large-scale purchase will be similarly
important for shareholders.
Considering the above, the Board of Directors of the Company reached the conclusion that, upon a largescale purchase, the large-scale purchaser should provide necessary and sufficient information on the large-scalepurchase in advance to allow shareholders to appropriately judge the large-scale purchase. After thisinformation is provided, the Board of Directors of the Company will announce its opinion on the large-scalepurchase based on careful examinations and the advice of external experts (financial advisors, certified public
accountants, lawyers, consultants and other experts) as necessary. The Board of Directors will negotiate for
improvement of conditions for the large-scale purchase and propose an alternative plan to shareholders asnecessary. Through this process, shareholders will be able to examine both the proposal of the large-scalepurchaser and an alternative plan proposed by the Board of Directors of the Company, if any, by referring tothe opinions of the Board of Directors of the Company. Thus, the shareholders will be given the necessary
information and opportunity to make a final decision.
Accordingly, the Board of Directors of the Company considers that a large-scale purchase conducted basedon a certain rational guideline will be conducive to the Company’s aim to enhance or ensure the Company’s
corporate value and shareholders’ common interests over the medium and long terms. The Company decided
to establish a guideline on the information to be provided in the case of a large-scale purchase, as described
below (hereinafter, the “Large-scale Purchase Rule”), and to renew the Plan (please see the flow chart in Exhibit2), subject to the approval of the shareholders at this Shareholders’ Meeting, as Takeover Defense Measures
including the Company’s policy toward large-scale purchases, in an effort to avoid control over financial andbusiness policy decisions by inappropriate entities who attempt a large-scale purchase, in light of the Basic
Policy on the Control of the Company described in I. above.
2. Purchase of the Company’s Shares Subject to the Plan
“Purchase of the Company’s Shares subject to the Plan” shall mean an act, with the intention of bringing
the specified shareholder group’s (Note 1) proportion of voting rights (Note 2) to 20% or more, of purchasing
share certificates, etc. of the Company (Note 3), or the act of purchasing share certificates, etc. of the Company
resulting in the specified shareholder group’s proportion of voting rights of 20% or more (regardless of specificpurchase methods such as market transaction or tender offer, and excluding a purchase previously approved by
the Board of Directors, in both acts; hereinafter, such a purchase is referred to as a “large-scale purchase” anda person who conducts such a purchase is referred to as a “Large-scale Purchaser.”)
Note 1: Specified shareholder group means:(i) Holders (meaning those who are included among the holders based on Article 27-23, Paragraph 3 of the
Financial Instruments and Exchange Act (including those recognized to apply by the Board of Directors of
the Company); hereinafter the same shall apply.) of the share certificates, etc. (share certificates, etc.
provided in Article 27-23, Paragraph 1 of the same Act) of the Company and joint holders (joint holders
provided in Article 27-23, Paragraph 5 of the same Act and including those deemed as joint holders basedon Paragraph 6 of the same Article; hereinafter the same shall apply) thereof or,(ii) those who conduct purchase, etc. (purchase, etc. provided in Article 27-2, Paragraph 1 of the same Act andincluding transactions in the Financial Instruments Exchange Markets) of share certificates, etc. (including
share certificates, etc. provided in Article 27-2, Paragraph 1 of the same Act) of the Company and persons
in special relationships (persons in special relationships provided in Article 27-2, Paragraph 7 of the same
Act; hereinafter the same shall apply).
Note 2: Proportion of voting rights means:(i)
If the specified shareholder group corresponds to (i) of Note 1, the holding ratio of the sharecertificates, etc. (the holding ratio of the share certificates, etc. provided in Article 27-23, Paragraph
4 of the Financial Instruments and Exchange Act. In this case, the number of share certificates, etc.
held by the joint holders of such holders (the number of share certificates, etc. provided in the same
Paragraph) shall be added. In the calculation of such holding ratio of share certificates, etc., persons
in special relationships defined in Article 27-2, Paragraph 7 of the same Act, financial institutions who
have concluded financial advisor contracts with the Large-scale Purchasers such as investment banks
and securities firms, and agents of tender offeror and brokerage lead managers of the Large-scale
Purchasers shall be deemed to be joint holders of the Large-scale Purchasers) of such holders or,(ii)
if the specified shareholder group corresponds to (ii) of Note 1, the total of the holding ratio of theshare certificates, etc. of such purchasers and persons in special relationships (the holding ratio ofshare certificates, etc. provided in Article 27-2, Paragraph 8 of the same Act).
- 33 -

In calculating the proportion of voting rights, the total amount of voting rights and outstanding shares statedin the most recently submitted annual securities report, semi-annual securities report, or share buyback
report may be used.
Note 3: Share certificates, etc. shall correspond to either share certificates, etc. provided in Article 27-23,
Paragraph 1 of the Financial Instruments and Exchange Act or share certificates, etc. provided in Article
27-2, Paragraph 1 of the same Act.
3. Establishment of Independent Panel
The Board of Directors of the Company will make the final judgment on whether or not a series ofprocedures has been taken according to the Large-scale Purchase Rule, or, even if the Large-scale Purchase
Rule is observed, whether or not countermeasures against the large-scale purchase should be taken because thesaid large-scale purchase is expected to severely undermine the Company’s corporate value and shareholders’common interests. In order to implement the Plan appropriately and prevent an arbitrary decision by the Boardof Directors of the Company, so as to secure objectivity and rationality of the decision, we will establish an
Independent Panel similar to the Present Plan (for an overview of the Independent Panel Regulations, please
see Exhibit 3).
The number of panel members of the Independent Panel shall be three (3) or greater, and in order to enable
fair and neutral judgment, the panel members shall be elected from among Member of the Board of Directors(Outside) and Audit & Supervisory Board Member (Outside) of the Company who are independent from the
management responsible for business execution. The Independent Panel currently consists of two Members of
the Board of Directors (Outside) and one Audit & Supervisory Board Member (Outside). After the conclusionof this Shareholders’ Meeting, three Members of the Board of Directors (Outside) will take office under thePlan. With regard to the names and brief career histories of the members of the Independent Panel who are to
assume office after the conclusion of this Shareholders’ Meeting, please see Exhibit 4.
Before implementing the countermeasures, the Board of Directors of the Company shall consult with the
Independent Panel on whether or not to do so. The Independent Panel shall recommend to the Board of
Directors of the Company whether or not the situation allows the Board of Directors of the Company toimplement the countermeasures, after careful evaluation and examination of the large-scale purchase from theviewpoint of ensuring and enhancing the Company’s corporate value and shareholders’ common interests forthe medium and long terms. The Board of Directors of the Company shall decide on the implementation of thecountermeasures with utmost respect to the recommendations of the Independent Panel. An outline of therecommendations of the Independent Panel shall be announced as needed.
In order to ensure that the judgment of the Independent Panel will contribute to the Company’s corporate
value and shareholders’ common interests, the Independent Panel may obtain advice from independent thirdparty experts (financial advisors, certified public accountants, lawyers, consultants, and other experts) at theexpense of the Company, as needed.
4. Overview of the Large-scale Purchase Rule
(1) Submission of the Letter of Intent by the Large-scale Purchaser to the Company in advance
Prior to conducting a large-scale purchase or the proposal of a large-scale purchase, Large-scale Purchasers
who intend to conduct the large-scale purchase must first submit to the Representative Director of the Company
a pledge on observance with the Large-scale Purchase Rule, along with a Letter of Intent written in Japanese
language, including the following information:(i)Name and address of the Large-scale Purchaser(ii) Governing law for incorporation(iii) Name of the representative(iv) Contact in Japan(v)
Outline of the large-scale purchase to be proposed and such
In case of receipt of the Letter of Intent from a Large-scale Purchaser, the Board of Directors of the Company
shall promptly announce its receipt and, if deemed necessary, its contents.
(2) Provision of Necessary Information by the Large-scale Purchaser
Within ten (10) business days from the day following the day of receipt of a complete Letter of Intent(including all of items (i) through (v) of (1) above), the Board of Directors of the Company shall issue to theLarge-scale Purchaser a written document describing the documentation required to be submitted to the Boardof Directors of the Company as information on the large-scale purchase, and, in accordance with this written
document, the Large-scale Purchaser must submit to the Board of Directors of the Company the required- 34 -

information in writing on the large-scale purchase (hereinafter, “the Necessary Information”). Further,
provision of the Necessary Information based on the Large-scale Purchase Rule and other notices orcommunication to the Company, Japanese should be the only language to be used.
The Necessary Information usually includes the items below. Specific contents of the Necessary Information
may differ according to the attributes of the Large-scale Purchaser and purpose and contents of the large-scalepurchase. In any case, the Necessary Information must be limited to a range necessary and sufficient to allow
the shareholders to form judgments and allow the Board of Directors of the Company to construct opinions.
(i)
Details (specific name, investment ratio, contents of business, career or corporate history, capitalcomposition, financial status, total number of outstanding shares, existence of any legal violations overthe past 10 year period (if any, an outline), number of the Company’s shares held, history of buying andselling the Company’s shares; name, brief history, number of shares held, and existence of any legal
violations in the past (if any, an outline), number(s) of the Company’s shares held and history of buying
and selling the Company’s shares with regard to officers) of the Large-scale Purchaser and its group(including major shareholders or investors, principal subsidiaries and affiliates, joint holders, andpersons in special relationships; and, in a case where the Large-scale Purchaser is a fund or entity
invested by funds, its principal partners, investors (whether direct or indirect), other constituent members,
executive partners, and persons who continually provide advice on investment; hereinafter, the same
shall apply).
(ii) Specific contents of the internal control system of the Large-scale Purchaser and its group and theeffectiveness and status thereof.
(iii) Purpose (specific contents of the purpose disclosed in the Letter of Intent), method and contents(including the price and class of consideration (in a case where securities, etc. are used as consideration,
the class and exchange rate of the said securities, etc.; in a case where securities, etc. and money are used
as consideration, the class and exchange rate of the said securities, etc. and amount of money), timing of
the purchase, structure of related transactions, legality of the method of the large-scale purchase,feasibility of the large-scale purchase and related transactions, and, in a case where the Company’s shares
will be delisted after the completion of the large-scale purchase, the extent and the reason thereof; to besubmitted together with the written opinion of a qualified lawyer on the legality of the method of thelarge-scale purchase).
(iv) Basis for calculating the price of the large-scale purchase (the basis for calculation includes: the specificcalculation base; in a case where the money for consideration differs from the market price and/or fromthe price of the transaction conducted recently by the Large-scale Purchaser, the amount of difference,the calculation method, the specific contents of basis for conversion in case of any difference in purchaseprice according to class of shares, numerical information used for the calculation, the details of synergy
expected to arise through the series of transactions regarding the purchase, etc., and the dis-synergy
amount and basis for calculating the same; and in a case where an opinion is obtained from a third party
for calculation, the name of the said third party and an outline of the opinion and specific circumstancesin which the price was determined based on the said opinion).
(v)
Existence of any communication of intent with a third party on the large-scale purchase (including
communication of intent to act of making important decision, etc. (“Act of Making Important Decision”
provided in Article 27-26, Paragraph 1 of the Financial Instruments and Exchange Act) to the Company)
and, if such communication of intent exists, the specific situation and contents of the communication of
intent.
(vi) Source of funds for the Large-scale Purchase (balance of a deposit by class of deposit in the case of adeposit, the specific name and type of business of the fund provider (including the substantial fundprovider (whether direct or indirect)), the procurement method, the amount to be procured, the existenceof any conditions pertaining to the execution of the funding, the existence of any collateral and pledge
after the provision of the funding, the contents of the collateral and pledge, if any, and the contents ofrelated transactions.).
(vii) If there are any existing lease agreements, collateral agreements, reselling agreements, agreements topurchase with a promise, or other significant contracts or agreements regarding the Company’s sharesalready held by the Large-scale Purchaser (hereinafter, the “collateral agreements, etc.”), the specificcontents of the collateral agreements, etc., such as the types of agreement, the counterparties of theagreements, and the quantities, etc. of shares subject to the agreements.
(viii) In a case where the Large-scale Purchaser plans to conclude collateral agreements, etc. or otheragreements with third parties regarding the Company’s shares that the Large-scale Purchaser plans to
obtain in the large-scale purchase, the specific contents of the collateral agreements, etc. or otheragreements with third parties, including the types of agreement, the counterparties of the agreements,
and the quantities of shares subject to the agreements.
(ix) Candidates for officers (including information about their experience in the same kind of business as that- 35 -

of the Company and the Group), management policy, business plan, financial plan, cash plan, investment
plan, capital policy, and dividend policy of the Company and the Group (including plans for organization
restructuring, reorganization of the business group, dissolution, selling of the assets of the Company,
provision of collateral and other disposition, expected after the completion of the large-scale purchase).
(x)
Whether or not there will be any changes after completion of the large-scale purchase, in the relationships
with the customers, clients, employees, officers, or local public organizations in the locations where theCompany’s laboratories, factories, or other facilities are located, or the relationships with other interested
parties related to the Company and the Group, and if so, the contents of the changes.
(xi) In a case where the large-scale purchase is conducted for the purpose of pure investment or investment
for other purpose than profits, the shareholding policy, purchase and sale policy, and policy of exercising
voting rights after the large-scale purchase and the reasons for those policies, and in a case where thelarge-scale purchase is conducted as non-pure investment for the purpose of long-term capital tie-up, thenecessity thereof.
(xii) In a case where the purpose of the large-scale purchase is to conduct an Act of Making Important
Decision or a case where an Act of Making Important Decision may possibly be made after the largescale purchase, information on the purpose, contents, necessity, and timing of the Act of Making
Important Decision and on the specific case or cases where the Acts of Important Decision will be made.
(xiii) In a case where an additional purchase of the Company’s shares is intended after the large-scale purchase,the reasons and contents thereof.
(xiv) Regulatory items that will possibly apply to the large-scale purchase based on laws and regulations inJapan and abroad, and the probability of obtaining approvals, permissions or authorizations required
from the relevant governments in Japan and abroad or from third parties based on the anti-monopoly
law and other laws and regulations (to be submitted together with a written opinion of a qualified lawyer
on these matters).
(xv) The probability that permissions and authorizations necessary in Japan and abroad for the managementof the Company group will be maintained, and the probability that the various relevant laws andregulations in Japan and abroad will be observed after the completion of the large-scale purchase.
(xvi) Existence of any relationship (whether direct or indirect) with anti-social forces or terrorism-relatedorganizations, and, if any, the details of such relationship and any existing policy to deal with them.
(xvii) Other matters deemed to be reasonably necessary by the Board of Directors of the Company or the
Independent Panel.
The Board of Directors of the Company may establish a time-limit on the provision of information by theLarge-scale Purchaser, as needed, from the viewpoint of prompt implementation of the Large-scale Purchase
Rule. If, however the Large-scale Purchaser requests an extension based on rational grounds, the Board of
Directors of the Company may extend it.
If the information provided initially is considered to be insufficient after careful examination, the Board of
Directors of the Company may continue to request the Large-scale Purchaser additional information until the
Necessary Information is collected, within a reasonable time-limit, if needed.
If the Board of Directors of the Company considers that all of the Necessary Information has been provided
by the Large-scale Purchaser, the Board of Directors of the Company shall notify the Large-scale Purchaser tothat effect, provide the Necessary Information to the Independent Panel, and announce the same.
If, despite the request by the Board of Directors of the Company for additional provision of the Necessary
Information, the Large-scale Purchaser reasonably explains any difficulty entailed in providing a portion of theadditional information, the Board of Directors of the Company may start the evaluation and examination as
described in (3) hereinafter, even though the Necessary Information requested by the Board of Directors of theCompany has not been fully collected.
The Necessary Information provided to the Board of Directors of the Company shall be provided to the
Independent Panel, and, if it is deemed necessary for shareholders to make judgment, the Necessary Information
shall be announced in full or in part at the point the Board of Directors of the Company considers it appropriate.
(3) Evaluation and examination, etc. by the Board of Directors
In accordance with the difficulty of evaluation, etc. of the large-scale purchase, the Board of Directors of
the Company will establish a time span for the evaluation, examination, negotiations, formation of opinions,and preparation of an alternative plan by the Board of Directors of the Company (hereinafter, the “BOD’s
Evaluation Period”), of up to a maximum of 60 days in the case of a purchase of all of the Company’s sharesby tender offer with only cash (JPY currency) as consideration, or a maximum of 90 days in other cases oflarge-scale purchase, after the Large-scale Purchaser has provided all of the Necessary Information to the Boardof Directors of the Company. Therefore, the large-scale purchase shall start only after the elapse of the BOD’s
Evaluation Period.
- 36 -

During the BOD’s Evaluation Period, the Board of Directors of the Company will carefully form an opinionof the Board of Directors of the Company, paying utmost respect to the recommendations of the Independent
Panel, after fully evaluating and examining the Necessary Information and receiving any necessary advice fromindependent external experts (financial advisors, certified public accountants, lawyers, consultants and otherspecialists), and announce such opinion. The Board of Directors of the Company may also negotiate with theLarge-scale Purchaser for improvement of the conditions of the large-scale purchase and propose an alternativeplan to the shareholders, as needed.
5. Policy toward Large-scale Purchase(1) Case where the Large-scale Purchaser Observes the Large-scale Purchase Rule
If the Large-scale Purchaser observes the Large-scale Purchase Rule, the Board of Directors of the Company
will limit its attempts to persuade the shareholders by presenting objections against the proposed large-scalepurchase and the proposal of an alternative plan, and, in principle, will not take countermeasures against thelarge-scale purchase. The shareholders will judge whether or not to accept the Large-scale Purchaser’s proposal
by considering the proposal of the large-scale purchase, opinions on the proposal and the alternative plansubmitted by the Company, if any.
Even in the case where the Large-scale Purchase Rule is observed, the Board of Directors of the Company
may exceptionally take countermeasures that can be legitimately taken under the provisions of the Companies
Act or other laws or the Articles of Incorporation of the Company, such as the allotment of share options without
contribution, in compliance with duty of due care of prudent manager, if the Board of Directors of the Company
decides that the said large-scale purchase corresponds to any of the cases (i) to (ix) below, for example, andwould result in a serious impairment of the Company’s corporate value and shareholders’ common interests,
such as an irreparable damage to the Company.
Such specific method to be taken shall be one that the Board of Directors of the Company judges as mostappropriate at such time. Exhibit 5 presents an outline of the allotment of share options without contributionthat the Board of Directors of the Company may, for example, select as a countermeasure. If an allotment ofshare options without contribution is actually conducted, conditions may be established in consideration of theeffectiveness of the allotment as a countermeasure, such as the addition of a condition for the exercise of shareoption whereby those who exercise share option should not belong to the specified shareholder group including
the Large-scale Purchaser, or a condition for acquisition whereby the Company will acquire share option fromthose entitled to receive share option in exchange for the Company’s shares.
(i)
(ii)

(iii)
(iv)

(v)

(vi)

The share purchase conducted without any real intention to join the management of the Company, butrather to require the parties concerned with the Company to purchase the share certificates at an inflated
price (so-called “green mailer” case).
The share purchase conducted for the purpose of so-called “scorched earth management,” whereby theintellectual property rights, know-how, confidential corporate information, principal clients andcustomers necessary for business management of the Company are transferred to the Large-scale
Purchaser and its group companies through a temporary gain of control of the management of theCompany.
The share purchase conducted for the expected appropriation of the assets of the Company as collateral
for the debt of the Large-scale Purchaser and its group companies and resource for liquidation after theLarge-scale Purchaser takes control of the management of the Company.
The share purchase conducted for the purpose of gaining temporary control of the management of theCompany in order to sell or dispose of high-value assets such as real estate and securities with noimmediate relation to the business of the Company and to pay a one-time high dividend with the proceedsfrom such disposals, or to sell the Company’s shares at a high price by taking advantage of the sharp risein the share price due to such a one-time high dividend.
The method proposed by the Large-scale Purchaser for the purchase of the Company’s shares is deemed
to restrict the shareholders’ opportunity or discretion to judge, as in the case of a so-called “Coercive
Two-Tiered Takeovers” (the Large-scale Purchaser initially effects a tender offer or another method ofpurchase by not targeting all of the Company’s shares and setting conditions for a second tiered purchasethat are unfavorable or equivocal for shareholders), and practically coerce shareholders to sell theirCompany’s shares.
The conditions of purchase of the Company’s shares proposed by the Large-scale Purchaser (including
but not limited to the class and amount of consideration, the basis for calculating such amount, any otherspecific details of the conditions, any illegality, and feasibility) are considered to be remarkably
insufficient or inappropriate in light of the Company’s corporate value, by which the Company’s
corporate value and shareholders’ common interests will be severely undermined.
- 37 -

(vii) The acquisition of control by the Large-scale Purchaser is considered to destroy the Company’s
relationships with customers, employees, local society, or other parties of interest, by which theCompany’s corporate value and shareholders’ common interests will be severely undermined.
(viii) The corporate value of the Company in a case where the Large-scale Purchaser acquires control isconsidered to be obviously inferior to that in a case where the said Large-scale Purchaser does not acquire
control on a medium and long-term basis, by which the Company’s corporate value and shareholders’common interests will be severely undermined.
(ix) The Large-scale Purchaser is considered to be inappropriate as a controlling shareholder of the Company
from the viewpoint of public order and good morals in such a case where the management, principal
shareholders, or investors of the Large-scale Purchaser include persons related with anti-social forces or
terrorism-related organizations, by which the Company’s corporate value and shareholders’ common
interests will be severely undermined.
If the countermeasures are judged to be implemented exceptionally as above, the Board of Directors of theCompany shall consult with the Independent Panel on whether or not to implement the countermeasures inadvance, and the Independent Panel shall make recommendations within the BOD’s Evaluation Period of 4. (3)above after full examination of the necessity and reasonableness of its implementation, in order to secure theobjectivity and rationality of the judgment.
In respect of implementing countermeasures, the Board of Directors of the Company may undertake
procedures to confirm the will of the shareholders if the Independent Panel recommends to the Board of
Directors of the Company that the will of the shareholders be confirmed, or, even in a case where no such
recommendation is made, if the Board of Directors of the Company considers it appropriate to confirm the willof shareholders.
The Board of Directors of the Company shall decide whether or not to implement the countermeasures withthe utmost respect to the recommendations of the Independent Panel and intent of the shareholders.
(2) Case where the Large-scale Purchaser Does Not Observe the Large-scale Purchase Rule
If the Large-scale Purchaser does not observe the Large-scale Purchase Rule, the Board of Directors of theCompany may act against the large-scale purchase by taking the countermeasures mentioned in (1) above forthe purpose of protecting the Company’s corporate value and shareholders’ common interests, irrespective of
the specific method of purchase. Upon deciding the implementation of countermeasures, the Board of Directorsof the Company shall judge whether or not to implement the countermeasures with the utmost respect to therecommendations of the Independent Panel, after full examination of the necessity and reasonableness of thecountermeasures.
(3) Suspension, etc. of Implementation of the Countermeasures
If the Board of Directors of the Company considers that the implementation of the countermeasures isinappropriate in cases such as where the said Large-scale Purchaser revokes or changes the large-scale purchaseafter the Board of Directors of the Company decides to implement the countermeasures in cases (1) or (2) above,the said countermeasures may be suspended with due consideration of the opinion or recommendation of the
Independent Panel. If the Board of Directors of the Company considers that the implementation of thecountermeasures is inappropriate in response to the revocation or changes of the large-scale purchase by theLarge-scale Purchaser after the shareholders entitled to the share option in the case of an allotment of shareoption without contribution is fixed, for example, the implementation of the countermeasures may be suspended
at the recommendation of the Independent Panel, by cancelling the said allotment of share option without
contribution during the period until the day preceding the effective date of the allotment. After the allotment ofshare option without contribution, the Company shall acquire without compensation the said share option
during the period until the day preceding the commencement of the exercise period of the said share option (theshareholders will lose the share option due to the acquisition of the share option by the Company).
Such suspension of the implementation of the countermeasures will be disclosed in a timely and appropriatemanner together with the matters that the Independent Panel considers to be necessary, in accordance with laws,
regulations and the regulations of the financial instruments exchange on which the Company is listed.
6. Impact, etc. of the Plan on Shareholders and Investors(1) Impact, etc. of the Large-scale Purchase Rule on Shareholders and Investors
The Large-scale Purchase Rule in the Plan aims to ensure opportunities to provide the shareholders withinformation and the opinions of the Board of Directors of the Company, the body actually responsible for the
management of the Company, as necessary to enable shareholders to judge whether or not to accept the largescale purchase and to enable the Board of Directors of the Company to submit an alternative plan to the- 38 -

shareholders. Accordingly, the shareholders will be able to appropriately judge whether or not to accept thelarge-scale purchase based on sufficient information, which in turn will protect the Company’s corporate value
and shareholders’ common interests. The establishment of the Large-scale Purchase Rule is a premise forshareholders and investors to make appropriate judgments on investment, and contributes to their benefit.
As mentioned in 5. above, the policy of the Company toward the large-scale purchase differs subject towhether or not the Large-scale Purchaser observes the Large-scale Purchase Rule. Shareholders and investors
are requested to watch the trend of Large-scale Purchasers.
(2) Impact on Shareholders and Investors upon Implementation of Countermeasures
The decision by the Board of Directors of the Company on taking specific countermeasures as described in
5. above for the purpose of protecting the Company’s corporate value and shareholders’ common interests shallbe disclosed in a timely and appropriate manner in accordance with laws, regulations and the regulations of thefinancial instruments exchange on which the Company is listed.
A situation where the shareholders other than the Specified shareholder group including a Large-scale
Purchaser suffer any special loss in their legal right or economic aspects is not assumed at the time of
implementation of countermeasures. In a case where the allotment of share option without contribution isconducted as a countermeasure, for example, shareholders as of the allotment date will be allotted the shareoption without contribution according to the number of shares held. If the Company afterwards takes proceduresto acquire the share option with the acquisition provision attached, shareholders other than the specified
shareholder group including the Large-scale Purchaser will not be specially prejudiced, because they will
receive the Company’s shares as consideration for acquisition of the said share option by the Company.
In a case where the Company cancels the issue of the said share option or acquires without compensation
the share option issued according to the decision of the Board of Directors of the Company following therecommendations of the Independent Panel (the shareholders will lose the share option due to the purchase ofshare option without contribution by the Company), shareholders or investors who have conducted transactions
on the assumption that the value of the Company’s shares would be diluted may possibly suffer a corresponding
loss due to the change of the share price.
The specified shareholder group including the Large-scale Purchaser may possibly be prejudiced in theirlegal right or economic aspects as a result of the implementation of countermeasures in a case where they do
not observe the Large-scale Purchase Rule or even in a case where they observe the Large-scale Purchase Rulebut the said large-scale purchase is nonetheless considered to severely undermine the Company’s corporate
value and shareholders’ common interests. The Plan is announced in order to promote awareness in advance sothat a Large-scale Purchaser will not violate the Large-scale Purchase Rule.
(3) Procedures Required for Shareholders on the Implementation of Countermeasures
In a case where allotment of share option without contribution, for example, is conducted, shareholders asof the allotment date receive the said allotment of the share option without applying for acceptance of such
option, and in a case where the Company takes procedures to acquire the share option with the acquisition
provision, shareholders will receive the Company’s shares as consideration for the acquisition of the shareoption by the Company without paying an amount corresponding to the exercise price of the share option.
Therefore, no procedures of application or payment with respect to the share option are required. In this case,however, the Company may separately request the shareholders who will receive the allotment of the shareoption to submit a written document in the form designated by the Company, pledging that the shareholders do
not belong to the specified shareholder group including the Large-scale Purchaser.
Details of these procedures shall be disclosed in a timely and appropriate manner in accordance with thelaws, regulations and the regulations of the financial instruments exchange on which the Company is listed,when the allotment of share option without contribution is actually conducted.
7. Commencement, Effective Period, Renewal, and Abolition of the Plan
The Plan takes effect from the day when it is approved at this Shareholders’ Meeting and shall remain in
effect from the conclusion of this Shareholders’ Meeting until the conclusion of the 103rd Ordinary General
Meeting of Shareholders to be held in June 2025.
In cases (i) where the shareholders’ meeting resolves the abolition of the Plan and (ii) where the Board of
Directors of the Company consisting of Directors elected at the shareholders’ meeting of the Company resolves
the abolition of the Plan, the Plan shall be abolished at that time, even after renewal of the Plan takes effectbased on the approval at this Shareholders’ Meeting.
During the effective period of the Plan, the Board of Directors of the Company may change the Plan withapproval at the shareholders’ meeting, according to a review made as needed from the viewpoint to ensure andenhance the Company’s corporate value and shareholders’ common interests for the medium and long terms.
- 39 -

The contents of the decisions made by the Board of Directors of the Company on renewal, change, abolition,etc. of the Plan shall be promptly disclosed.
During the effective period of the Plan, the Board of Directors of the Company may amend or change thePlan with the approval of the Independent Panel, as needed, in a case where an establishment, change orabolition is implemented of the laws, regulations and the regulations of the financial instruments exchange on
which the Company is listed, etc. and it is necessary to reflect them, and in a case where amendment of wording
is considered to be appropriate for reasons of errors, omissions, etc., provided that such amendment will notprejudice shareholders.
IV. That the Plan is in Accordance with the Basic Policy on the Control of the Company, Consistent with
the Company’s Corporate Value and Shareholders’ Common Interests, and Not for the Purpose of
Maintaining the Position of the Corporate Officers of the Company(1) Satisfying Requirements of the Guidelines with Regard to the Takeover Countermeasures
The Plan satisfies the three principles stipulated in the “Guidelines Regarding Takeover Defense for the
Purpose of Protection and Enhancement of Corporate Value and Shareholder’s Common Interests,” publishedby the Ministry of Economy and Ministry of Justice on May 27, 2005 (i.e. the principle of protecting andenhancing corporate value and the interests of shareholders as a whole, the principle of prior disclosure andshareholders’ will and the principle of ensuring the necessity and reasonableness).
The Plan is also based on the contents of the report, “Takeover Defense Measures in Light of Recent
Environmental Changes” published on June 30, 2008 by the Corporate Value Study Group established in the
Ministry of Economy, Trade and Industry and the “Principle 1.5 Anti-Takeover Measures” of the “Corporate
Governance Code” announced publicly by the Tokyo Stock Exchange on June 1, 2015 (amended on June 11,2021).
(2) Introduction for the Purpose of Ensuring and Enhancing Shareholders’ Common Interests
As described in III 1. above, “Purpose of Introduction of the Plan,” the Plan is introduced for the purposeof ensuring and enhancing the Company’s corporate value and shareholders’ common interests for the medium
and long terms, in the case of a large-scale purchase of the Company’s shares, by making it possible for theshareholders to judge whether or not to accept the said large-scale purchase and by ensuring that the Board of
Directors of the Company has the necessary information and time to submit an alternative plan and negotiatewith the Large-scale Purchaser, etc. on behalf of the shareholders.
(3) Emphasis on the Judgment of Highly Independent Outsiders and Disclosure of Information
The substantial judgment on the implementation of the countermeasures shall be made by consulting with
the Independent Panel consisting only of highly independent outsiders, and by the utmost respect to therecommendations of the Independent Panel. Thus, a scheme for the transparent implementation of the Plan ina manner appropriate for the Company’s corporate value and shareholders’ common interests is ensured.
(4) The Plan Valuing the Will of Shareholders
The Plan takes effect from the day when it is approved at this Shareholders’ Meeting upon inquiring the willof the shareholders with regard to the Plan. Thus, the will of the shareholders will be reflected.
In a case where a change or abolition of the Plan is resolved at the shareholders’ meeting, the Plan will bechanged or abolished at that time, even before the expiry of the effective period after the renewal of the Plan.
Thus, such change or abolition is based on the reasonable will of shareholders.
(5) Neither a Dead-Hand Type Takeover Defense Measure nor a Slow-Hand Type Takeover Defense Measure
As stated in III 7. above, “Commencement, Effective Period, Renewal, and Abolition of the Plan,” the Plan
may be abolished by the Board of Directors of the Company, a body consisting of the Directors elected at theshareholders’ meeting of the Company. Thus, it is possible for a person who purchases a large amount of theCompany’s shares to have Directors appointed at the shareholders’ meeting of the Company and then to havethe Plan abolished by the Board of Directors of the Company consisting of such Directors. Therefore, the Plan
is not a dead-hand type takeover defense measure (a takeover defense measure whose implementation cannot
be avoided even after a majority of the constituent members of the Board of Directors are replaced). Moreover,as the Company has not adopted a system of staggered terms of office, the Plan is not a slow-hand type takeover
defense measure (a takeover defense measure whose implementation cannot be avoided until sufficient time
has elapsed, as it is impossible to replace the constituent members of the Board of Directors in one round).

- 40 -

(Exhibit 1)
The status of the Company’s shares (as of March 31, 2022)
1.

Total Number of Authorized Shares

57,300,000 shares

2.

Common Stock Issued
Class A Preferred Shares Issued

25,748,431 shares
125 shares

3.

Number of Shareholders of Common Stock
14,555
Number of Shareholders of Class A Preferred Shares 8

4.

Major Shareholders (Top 10)
Status of shareholding
Shareholding
Number of shares held
ratio (%)
Common stock: 3,088,200
12.1

Shareholders’ Name
The Master Trust Bank of Japan, Ltd. (Trust
Account)
Toyota Motor Corporation
Custody Bank of Japan, Ltd. (Trust Account)
Meiji Yasuda Life Insurance Company
KYB suppliers’ stock ownership
Hitachi Construction Machinery Co., Ltd.
Custody Bank of Japan, Ltd. as trustee for Mizuho
Bank, Ltd. Retirement Benefit Trust Account reentrusted by Mizuho Trust and Banking Co., Ltd.
The Ogaki Kyoritsu Bank, Ltd.

Common stock: 1,965,417
Common stock: 1,139,300
Common stock: 1,004,650
Class A preferred shares: 15
Common stock: 923,400
Common stock: 892,000

Common stock: 611,500
Common stock: 591,433
Mizuho Bank, Ltd.
Class A preferred shares: 10
Common stock: 490,519
KYB employees’ stock ownershipClass A preferred shares: 35
Common stock:430,565(Note) Shareholding ratio is calculated after the deduction of shares of treasury stock (206,351 shares)- 41 -

7.7
4.5
3.9
3.6
3.5

2.4
2.3
1.9
1.7

(Exhibit 2)

Overview of the Plan Flow chart at the beginning of a large-scale purchase
Large-Scale Purchaser

If the Large-Scale Purchase Rule is observed

If the Large-Scale Purchase Rule is not observed

Large-Scale Purchase Rule
Submission of Letter of Intent from LargeScale Purchaser

Letter of Intent not submitted

Submission of Necessary Information List
from Board of Directors
Submission of Necessary Information from

Necessary Information not submitted

Large-Scale Purchaser
Board of Directors decides to

Board of Directors’ Evaluation Period

evaluate/examine nevertheless

60 days or 90 days

・ Evaluation/Examination of Proposed

Purchase before expiry of Evaluation Period

Purchase・ Preparation of Alternative Plan
・ Negotiation with Large-Scale Purchaser

Consult
Recommend

If corporate value and shareholders’

Independent

Consult

Board of

Panel

Recommend

Directorscommon interests are severely

Judgment: Implementation

undermined

Judgment: Non-implementation, in principle

Procedures to confirm will of
shareholders
Disapproved

Approved

Implementation decided by Board of Directors

Non-implementation of countermeasures↓

Implementation of countermeasures

To be judged by shareholders(Note) This chart describes the flow of typical procedures to facilitate understanding of the Plan and does not always
show the entire procedure. For details, please read the main text.

- 42 -

(Exhibit 3)
Overview of the Independent Panel Regulations
・ The Independent Panel shall be established by the resolution of the Board of Directors of the Company.
・ The number of members of the Independent Panel shall be three (3) or greater. In order to enable fair andneutral judgment, Panel members shall be elected by the Board of Directors of the Company from among
Member of the Board of Directors (Outside) and Audit & Supervisory Board Member (Outside) of theCompany who are independent from the management responsible for business execution.
・ The Independent Panel shall recommend to the Board of Directors of the Company the contents ofdetermination by the Independent Panel with respect to the matters consulted upon by the Board of
Directors of the Company, together with the reasons and bases for the same, in principle. Each member of
the Independent Panel shall make such determination with a view to contributing to the Company’s
corporate value and common interests of shareholders.
・ The Independent Panel may obtain advice from investment banks, securities firms, lawyers, and otherexternal experts at the expense of the Company.
・ Resolutions of the Independent Panel shall be adopted by a majority of the members present at a meeting
where a majority of the members are present.

- 43 -

(Exhibit 4)
Brief Career Histories of the Independent Panel Members
The following three (3) persons are planned to be members of the Independent Panel after the renewal of thePlan:
Rokurou Tsuruta
Date of Birth:
June 16, 1943
(History)

April 1970
April 2005
July 2006
June 2007

September 2007
June 2012
June 2015
May 2017
June 2017

Prosecutor, Tokyo District Public Prosecutors Office
Superintending Prosecutor, Nagoya High Public Prosecutors Office
Registered as an attorney (Daini Tokyo Bar Association)
Outside Director, TEIKOKU PISTON RING CO., LTD. (present TPR
Co., Ltd.)
Outside Audit & Supervisory Board Member, J. FRONT RETAILING
Co., Ltd.
Outside Corporate Auditor, Sumitomo Mitsui Financial Group, Inc.
Member of the Board of Directors (Outside) of the Company (current
position)
Outside Director, J. FRONT RETAILING Co., Ltd.
Outside Corporate Auditor, Sumitomo Mitsui Banking Corporation

Shuhei Shiozawa
Date of Birth:
September 19, 1955
(History)
April 1981
April 1987
April 1991
April 1994
January 2001
October 2005
March 2012
June 2016
June 2017
April 2019
April 2019
April 2022

Assistant, Faculty of Economics, Keio University
Associate Professor, Faculty of Economics, Keio University
Visiting researcher, Institut d'Etudes Politiques de Paris
Professor, Faculty of Economics, Keio University
Director for International Economic Affairs, Cabinet Office
Dean, Faculty of Economics, Keio University
Member of the Board of Directors (Outside), Kenedix, Inc.
Member of the Board of Directors (Outside) of the Company (current
position)Independent Director (Audit & Supervisory Committee member),
Ahresty Corporation (current position)
Professor Emeritus, Keio University (current position)
President, Tokyo International University
Professor, Faculty of Economics, Tokyo International University (current
position)

Masakazu Sakata
Date of Birth:
August 2, 1959
(History)

April 1983 Joined Fuji Xerox Co., Ltd.
April 2007 General Manager, Public Relations and Advertisement Dept., Fuji Xerox
Co., Ltd.
April 2010 Senior Vice President, Fuji Xerox Advanced Technology Co., Ltd.
June 2011 Senior Vice President and Director, Fuji Xerox Advanced Technology
Co., Ltd.
June 2015 Executive Vice President, Fuji Xerox Information Systems Co., Ltd.
June 2017 President and Representative Director, Fuji Xerox Advanced Technology
Co., Ltd.
April 2019 Senior Adviser, Fuji Xerox Co., Ltd.
June 2020 Member of the Board of Directors (Outside) of the Company (current- 44 -

position)
June 2020 Outside Audit & Supervisory Board Member, ULS Group, Inc.
October 2020 Outside Director, PLANET, INC. (current position)
January 2021 Outside Director (Audit & Supervisory Committee Member), ULSGroup, Inc. (current position)
No conflict of interests exists between the above Independent Panel members and the Company.

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(Exhibit 5)
Outline of Allotment of Share Options Without Contribution
1. Shareholders entitled to the allotment of Share Options without contribution, and issuance conditions
One Share Options will be allotted for each share of common stock of the Company (excluding the shares ofcommon stock of the Company held by the Company) held by shareholders recorded in the latest shareholders’register as of the record date determined by the Board of Directors of the Company, without additional payment
by the shareholders.
2. Class and number of shares to be issued upon the exercise of the Share Options
The Class of shares to be issued upon the exercise of the Share Options shall be shares of the common stock of
the Company. The total number of shares to be issued at maximum shall be the number of shares obtained bydeducting the number of issued shares of common stock of the Company (excluding the shares of common stockof the Company held by the Company) from the total number of authorized shares of the Company as of therecord date determined by the Board of Directors of the Company. The number of shares to be issued for one
Share Options shall be separately decided by the Board of Directors of the Company. In case the Company
conducts a share split or a share consolidation, however, necessary adjustments shall be made.
3. Total number of Share Options to be issued
The total number of Share Options to be issued shall be the number determined separately by the Board of
Directors of the Company. The Board of Directors of the Company may conduct allotments of Share Options
multiple times.
4. Price for investment upon the exercise of the Share Options (amount to be paid)
The price for investment upon the exercise of the Share Options (amount to be paid) shall be no less than JPY
1 and shall be determined by the Board of Directors of the Company. In any case where the Board of Directorsof the Company decides to acquire the Share Options, shareholders may be granted new shares as a consideration
for their Share Options by the Company without paying the amount corresponding to the exercise price.
5. Restriction on transfer of the Share Options
Acquisition of the Share Options by transfer of the said Share Options requires the approval of the Board of
Directors of the Company.
6. Exercise conditions for the Share Options
The exercise conditions for the Share Options shall include a condition whereby those who receive Share
Options should not belong to the specified shareholder group including the Large-scale Purchaser (excluding
those previously approved by the Board of Directors of the Company). Details shall be separately determinedby the Board of Directors of the Company.
7. Exercise period for the Share Options
The date on which the allotment of the Share Options becomes effective, exercise period, acquisition provisions,and other necessary matters with respect to the Share Options shall be separately determined by the Board of
Directors of the Company. The acquisition provisions may stipulate that the Company may acquire the Share
Options held by persons other than persons who are not permitted to exercise the Share Options due to theexercise conditions of 6. above and issue the shares of common stock of the Company in the number of shares
per Share Options separately determined by the Board of Directors of the Company, and that the Company may
acquire the Share Options without consideration and without issuing the Company’s shares for the Share
Options.

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