Securities Code: 6961
May 31, 2018
To Our Shareholders:
2-30-1 Namiki, Kawaguchi-shi, Saitama

Enplas Corporation
Daisuke Yokota, President

Notice of the 57th Annual Meeting of Shareholders
Enplas Corporation (“Company”) hereby notifies and asks shareholders to attend the Company’s 57th
Annual Meeting of Shareholders as described below.
If you are unable to attend the meeting on the date, you may also exercise your voting rights in writingor through the Internet. We kindly request you to read the following Reference Document for the Annual
Meeting of Shareholders, and exercise your voting rights in accordance with the guidance on pages 2
and 3 hereof by 5:00 p.m., June 21, 2018 (Thursday).
Sincerely yours,
1.
2.

Date:
Venue:

10:00 a.m., June 22 (Friday), 2018
3-1-1 Kawaguchi, Kawaguchi-shi, Saitama
4F, Music Hall, Public Interest Incorporated Foundation Kawaguchi
Cultural Center (Lilia)(The venue is different from the one in the last year. Please make sure
to attend at the right venue. The map is attached at the last page of thisnotice (omitted from this translation).)3.

Purposes:
Items to be reported:

1.

The business report, the consolidated financial statements, and theresults of consolidated financial statement audits by the
Accounting Auditor and the Audit Committee for the 56th businessperiod (April 1, 2017 to March 31, 2018)2.

The non-consolidated financial statements for the 57th businessperiod (April 1, 2017 to March 31, 2018)

Items to be resolved:
Agenda Item No. 1: Election of Three (3) Directors (excluding Audit Committee members)
Agenda Item No. 2: Election of One (1) Director who is a Substituting Audit Committee
memberAgenda Item No. 3: Renewal of Countermeasures (Takeover Defense) in Response to Largescale Purchase of Enplas Shares, Etc.
4.

Information on Exercise of Voting Rights.
(1) If your voting rights are exercised through a voting rights exercise form, and you submit avoting rights exercise form without indicating your vote for or against each of the proposals,
your vote will be counted as “in favor” for all proposals.
(2) If your voting rights are exercised both by a voting rights exercise form and through theInternet, voting through the Internet shall prevail.
(3) If your voting rights are exercised more than once through the Internet, your final vote shallprevail.

-1-(4) Please complete and send back your voting rights exercise form to make sure it is received
by the Company by 5:00 p.m., Thursday, June 21, 2018.
(5) Please exercise your voting rights through the Internet by 5:00 p.m., Thursday, June 21, 2018.
(6) If you do not attend the Annual Meeting of Shareholders, you may attend through anothershareholder holding voting rights of the Company as your proxy; provided, however, that adocument verifying the proxy must be submitted.
5.

Information on Exercise of Voting Rights through the Internet(1) The exercise of voting rights through the Internet (personal computers, mobile phones, andsmart phones) may be made only by utilizing the following voting-rights-exercise website
designated by the Company.
The voting-right-exercise website https://www.tosyodai54.net(2) When using personal computers or mobile phones
Please access the above website, and exercise the voting rights following the guidance ofthe screen by using “voting rights exercise code” and “password” provided in the voting
rights exercise form.
If you use a mobile phone with the bar code reading function, you can access the votingrights-exercise website by reading “QR code for mobile phone” provided in the enclosed
voting rights exercise form.
(3) When using smart phones
Please read with your phone the “Log in QR code for the voting-rights-exercise website forsmart phones”, and exercise the voting rights following the guidance of the screen. In thiscase, “voting rights exercise code” or “password” is not required.
If you want to change the content of the exercise of the voting rights after the voting rights
were once exercised, the QR code needs to be read again and then “voting rights exercisecode” and “password” provided in the voting rights exercise form need to be entered.
(QR code is a registered trade mark of Denso Wave Inc.)(4) Please note that for the access to the “Website for Voting Rights Exercise,” communication
charges for telephone, etc. and access charges for providers will be borne by eachshareholder.
For Inquiries about exercise of voting rights through the Internet
Administrator of Shareholder Registry: Tokyo Securities Transfer Agent Co., Ltd.
Phone: 0120-88-0768（Toll free）
Business Hours: 9:00 – 21:00

6.

Information on Disclosure on the Internet(1) Among the documents that should be attached to the Notice of the Annual Meeting of
Shareholders, the following matters are provided on the Company’s website pursuant toapplicable laws and regulations, and the “Articles of Incorporation” of the Company;
therefore, they are not attached to this Notice of the Annual Meeting of the Shareholders:(a) System to Ensure Appropriateness of Operations of the Company-2-

(b) Basic Policy for Controlling the Company(c) Notes to the Consolidated Financial Statements(d) Notes to Specific Items of the Non-consolidated Financial Statements
Of the documents above, “System to Ensure Appropriateness of Operations of the Company”
and “Basic Policy for Controlling the Company” have been audited as part of the business
report when the Audit Committee prepared the audit report.
Of the documents above, “Notes to the Consolidated Financial Statements” and “Notes toSpecific Items of the Non-consolidated Financial Statements” have been audited as part ofthe consolidated and the non-consolidated financial statements when the Audit Committee
and the Accounting Auditor prepared the audit report.
(2) If there are any revisions to the Reference Document for the Annual Meeting of Shareholders,the business report, and/or the consolidated and the non-consolidated financial statements,
such revisions will be listed on the Company’s website.
(3) The voting results will be posted on the Company’s website in lieu of sending written noticeof voting results to shareholders.
The Company’s website: http://www.enplas.co.jp
When attending the meeting, we kindly request that you
submit the enclosed voting rights exercise form to thereceptionist at the venue.

-3-

Reference Document for Annual Meeting of Shareholders
Meeting Agenda and Reference Matters
Agenda Item No. 1:
Election of Three (3) Directors (excluding Audit Committee members)
The terms of office for all current two (2) Directors (excluding Audit Committee members) will
expire at the conclusion of this Annual Meeting of Shareholders. Accordingly, the Company
requests the election of three (3) Directors (excluding Audit Committee members), which is anincrease by one Director to strengthen the management structure.
This item was discussed by the Audit Committee and no objection was raised.
The candidates for Directors (excluding Audit Committee members) are as follows.

Candidate
No.

Name(Date of birth)

Daisuke Yokota(November 4, 1967)

Brief profile, position, and responsibility at the Company(Significant concurrent positions)Aug. 1993
Apr. 2000
Jun. 2003
Apr. 2004
Apr. 2006＜Reappointment＞
Apr. 2007
1
Apr. 2008

Joined the Company
President, ENPLAS (U.S.A.), INC.
Director, the Company
Director, General Manger, Engineering Plastic
Business Department
Managing Director, Chief General Manager,
Operations,
General Manager, Plastic Optics Department
Managing Director, Chief General Manager,
Operations
President, the Company (incumbent)

Number of theCompany’s shares
owned

1,422,417 shares

Number of years in service: 15 at the conclusion of this Annual Meeting of Shareholders
Attendance of the Board of Directors meetings: 9 out of the 9 meetings (100%)
Reason for the nomination:
Mr. Daisuke Yokota has managed the Company group by demonstrating strong leadership since his appointment as President
and Representative Director. The Company nominated him as a candidate for a Director because it appreciates his global businessperformance and vast knowledge and experience of general corporate management and thus expects he will continue tocontribute to the Company’s sustainable growth and enhancement of corporate value.

-4-Candidate
No.

Name
(Date of birth)

Brief profile, position, and responsibility at the Company(Significant concurrent positions)Jan. 1999
Jun. 2004
Jul. 2010

Apr. 2012
Takashi Sakai(June 6, 1955)
Jun. 2012＜Reappointment＞

2

Apr. 2013
Jun. 2013

Apr. 2015

Joined the Company
Director, In Charge of Business Planning,
Midium Term Management Plan Promotion, IR
Director, Managing Officer, Chief General
Manager, Business Strategy Department,
In charge of Finance and Accounting Department
Director, Managing Officer, Chief General
Manager, Business Planning Department,
In charge of Finance and Accounting Department
Director, Managing Officer, Business Planning
Department, In charge of Corporate
Communications IR Department and Finance andAccounting Department
Director, Managing Officer, Chief General
Manager, Business Planning Department
Director, Senior Managing Officer, Chief General
Manager, Business Planning Department(incumbent)
Head, Corporate Center

Number of theCompany’s shares
owned

11,900 shares

Number of years in service: 14 at the conclusion of this Annual Meeting of Shareholders
Attendance of the Board of Directors meetings: 9 out of the 9 meetings (100%)
Reason for the nomination:
The Company nominated Mr. Takashi Sakai as a candidate for a Director because he, as a person in charge of the Company’s
Business Planning Department, has a high-level of expertise in corporate management that he has developed through vast andadequate work experience as to business strategy, finance and accounting, human resources, risk management, etc. and thus theCompany expects that he will continue to contribute to its sustainable growth and enhancement of its corporate value.

-5-

Candidate
No.

Name
(Date of birth)

Brief profile, position, and responsibility at the Company(Significant concurrent positions)Apr. 1989
Jun. 1996
Jun. 2000
Jun. 2002

Jun. 2005

3

Toshimasa Iue(December 3, 1962)

Jun. 2007
Feb. 2010＜Appointment＞

Apr. 2011<Candidate for
Outside Director>

Apr. 2014

Apr. 2015

Jun. 2016
Jun. 2017
Jul. 2017

Joined SANYO Electric Co., Ltd.
Director, SANYO Electric Co., Ltd.
President of Company, Soft Energy Co., Ltd.
Senior Managing Director, SANYO Electric Co..
Ltd.
Director, Vice President and CMO(Representative Director), SANYO Electric Co.,Ltd.
Director and President (Representative Director),
SANYO Electric Co., Ltd.
Special Advisor, SANYO Electric Co., Ltd.
Vice President and Operating Officer, LIXILGroup Corporation
Director, Vice President and Operating Officer,
President of International Company, LIXIL
Corporation
Director, Vice President and Operating Officer,
Chief Marketing and Sales Officer, LIXIL
Corporation
Director, Vice President and Operating Officer,
LIXIL Housing Technology CEO, LIXIL
Corporation
Director and Operating Officer, LIXIL Group
Corporation
Retired from Director and Operating Officer,
LIXIL Group Corporation
Executive Adviser of the Company (current
position)

Number of theCompany’s shares
owned

0 shareReason for the nomination:
The Company nominated Mr. Toshimasa Iue as a candidate for an Outside Director because he has held important positions
including the representative director at domestically listed companies and has wide experience and knowledge of business
management as an executive officer. The Company believes that he will provide valuable opinion and advice regarding themanagement of the Group.

（Notes）1. There are no special conflicts of interest between the candidates and the Company.
2. Mr. Toshimasa Iue is a candidate for an Outside Director.
3. If Mr. Toshimasa Iue is formally appointed as a Nonexecutive Director, the Company will enter into anagreement with him in accordance with the articles of incorporation of the Company and Article 427 (1) of theCompanies Act to the effect that his liability for damages under Article 423 (1) of the Companies Act shall belimited to the amount specified by applicable laws and regulations.

-6-

Agenda Item No. 2:
Election of One (1) Director who is a Substituting Audit Committee member
To prepare for a case in which the number of Audit Committee members falls short of the number
stipulated by applicable laws and regulations, the Company requests the election of one (1)Director who is a substituting Audit Committee member.
This agenda item has been approved by the Audit Committee.
The candidate for Director who is a substituting Audit Committee member is as follows.
Name(Date of birth)
Sakae Ochiai(November 23, 1955)<Reappointment><Candidate for Outside
Director>

Brief profile, position, and responsibility at the Company(Significant concurrent positions)Apr. 1980
Jul. 1999
Jul. 2001
Jul. 2002
Jul. 2004
Sep. 2006
Jun. 2007
June 2015

Joined Kantoshinetsu Regional Taxation Bureau
Coordination Officer, First Division, Urawa Tax Office
Chief Officer, Third Division, MitoTax Office
Chief Officer, Fifth Division, Nagano Tax Office
Chief Officer, Second Division, Omiya Tax Office
Registered as Certified Tax Accountant (incumbent)
Outside Corporate Auditor, the Company
Retired from Outside Corporate Auditor, the Company

Number of theCompany’s
shares owned

100 shares

Reason why the Company nominated him as a candidate for an Outside Director and believes that he will be able to properly
perform his duties:
The Company nominated Mr. Sakae Ochiai as a candidate for a substituting Outside Director because he is a Certified Tax
Accountant and has wide expertise and experience of finance and accounting. The Company believes that he will be able tocontribute to enhancing the Company’s audit function leveraging his expertise and experience. Also, because he is independent
from the management of the Company, the Company nominated him as a candidate for a Director who is a substituting Audit
Committee member and a substituting Outside Director.
(Notes) 1. There are no special conflicts of interest between the candidate and the Company.
2. Mr. Sakae Ochiai is a candidate for a Director who is a substituting Audit Committee member and Outside
Director.
3. If Mr. Sakae Ochiai is formally appointed as a Nonexecutive Director, the Company will enter into an agreementwith him in accordance with the articles of incorporation of the Company and Article 427 (1) of the Companies
Act to the effect that his liability for damages under Article 423 (1) of the Companies Act shall be limited to theamount specified by applicable laws and regulations.

-7-

Agenda Item No. 3: Renewal of Countermeasures (Takeover Defense) in Response to Large-scale
Purchase of Enplas Shares, Etc.
The Company has decided to renew the “Countermeasures (Takeover Defense) in Response toLarge-scale Purchases of Enplas Shares, Etc.” at the meeting of the Board of Directors of the Company
held on April 27, 2018 (The countermeasures renewed as above are hereinafter called the “New Plan.”).
The Company would like the shareholders to approve the New Plan.
The New Plan has been approved by all of the directors, including external directors who are audit
and supervisory committee members, of the Company at the said meeting of the Board of Director.
1. Purpose of Introducing New Plan
The purpose of introducing the New Plan is to achieve maintenance and improvement of Return on
Equity Ratio (ROE) of the Company, and to much more protect and enhance the Company’s corporate
value and common interests of the shareholders.
The Board of Directors of the Company believes, as set out in the basic policy with regard to person
who controls decisions over company’s financial and business policies, that any person who makes a
proposal for an inappropriate Large-scale Purchase or commits any similar actions thereto, which may
significantly damage the Company’s corporate value and common interests of the shareholders, isinappropriate as a person who controls decisions over the Company’s financial and business policies.
In particular, based on its growth plan in light of the mid- and long-term vision, as the Company iscurrently committed to the aggressive expansion of its business base, the Company believes that
implementation of a proposal for a Large-scale Purchase aimed at the acquisition of short-term profits
will not only make our growth plan unachievable, but also highly likely to cause material loss to ourexisting shareholders. In order to prevent decisions over the Company’s financial and business policies
from being controlled by such inappropriate person, the New Plan will be introduced so that, if there isany proposal for a Large-scale Purchase of the shares, etc. of the Company, the shareholders havenecessary and adequate information and time to judge whether or not to accept such proposal and theBoard of Directors of the Company may evaluate and consider the contents of the proposal for a Largescale Purchase with regards to whether it is likely to significantly damage the Company’s corporate
value and common interests of the shareholders and provide an alternative proposal to the shareholders
or negotiate with a proposer.
2. Contents of New Plan
(1) Procedures for New Plan
(1-1) Large-scale Purchase Subject to New Plan
Any actions falling under Item (i) or (ii) below or any similar actions thereto, excluding
those approved by the Board of Directors of the Company, (hereinafter called the “Large-scale
Purchase”) will be subject to the New Plan. Any person who does or intends to make the Largescale Purchase (hereinafter called the “Large-scale Share Purchaser”) shall follow the procedures
set forth in the New Plan (hereinafter called the “Large-scale Purchase Rules”).
-8-

(i)

Any purchase of share certificates, etc.1 issued by the Company by a holder2, which causessuch holder’s holding ratio of such share certificates, etc.3 to be twenty (20) percent or more.

(ii) Any tender offer5 of share certificates, etc. issued by the Company4, which causes the totalof the ownership ratio of share certificates, etc.6 in respect of the tender offer and the holding
ratio of share certificates of a person in a special relationship7 to be twenty (20) percent ormore.
1Hereinafter, the term refers to “share certificates, etc.” as defined in Article 27-23(1) of the Financial
Instruments and Exchange Act unless otherwise provided. If any law or regulation referred to in the
New Plan is revised (including a change of the name thereof and the enactment of a new law or
regulation which succeeds to the old law or regulation), each of the provisions thereof referred to in the
New Plan shall be replaced by each of the provisions of the practically succeeding law or regulation
thereto after such revision unless otherwise decided by the Board of Directors of the Company.

2

The term refers to “holder” as defined in Article 27-23(1) of the Financial Instruments and Exchange
Act and includes a person who is included in a holder under Paragraph (3) of the same Article.

3

Hereinafter, the term refers to “holding ratio of share certificates, etc.” as defined in Article 27-23(4)of the Financial Instruments and Exchange Act.

4

Hereinafter in Paragraph (ii), the term refers to “share certificates, etc.” as defined in Article 27-2(1) of
the Financial Instruments and Exchange Act.
5

Hereinafter, the term refers to “tender offer” as defined in Article 27-2(6) of the Financial Instruments
and Exchange Act.
6

Hereinafter, the term refers to “ownership ratio of share certificates, etc.” as defined in Article 27-2(8)of the Financial Instruments and Exchange Act.

7

Hereinafter, the term refers to “person in a special relationship” as defined in Article 27-2(7) of the
Financial Instruments and Exchange Act, except for those prescribed in Article 3(2) of the Cabinet
Office Ordinance concerning Disclosure of Tender Offer of Share Certificates, etc. by Non-Issuer for
those listed in Item 1 of the same Paragraph.
(1-2) Submission of Statement of Intention
Prior to initiating the Large-scale Purchase, the Large-scale Share Purchaser will be required
to submit to the President of the Company a document, in such form as otherwise stipulated by
the Company, which contains pledges, etc. of complying with the Large-scale Purchase Rules(hereinafter called the “Statement of Intention”) as well as a transcript of the commercial registry,a copy of articles of incorporation and other documents which objectively certify the existenceof the Large-scale Share Purchaser.

In particular, the Statement of Intention should containmatters set out in each of the following Items from (i) to (iii).
The Statement of Intention and all other documents to be submitted by the Large-scale Share
Purchaser to the Company shall be in Japanese.
(i) Summary of Large-scale Share Purchaser
a. name and address or location,b. governing law of establishment,c. purposes and contents of business,
d. name and title of a representative,-9-

e. domestic contact, andf.

pledges of complying with the Large-scale Purchase Rules(ii) Number of the shares, etc. of the Company currently held by the Large-scale Share Purchaser
and the status of trading of the shares, etc. of the Company by the Large-scale Share
Purchaser within sixty (60) days prior to the submission of the Statement of Intention, and(iii) Summary of the Large-scale Purchase proposed by the Large-scale Share Purchaser,
including the class and number of the shares, etc. of the Company to be acquired by theLarge-scale Share Purchaser by means of the Large-scale Purchase and the purpose(s) of theLarge-scale Purchase (with details thereof for any purposes relating to the acquisition ofcontrol or participation in the management, net investment or political investment,
assignment of the shares, etc. of the Company to a third party after the Large-scale Purchase,
act of making an important suggestion, etc.8 or others). If there are multiple purposes, allof the purposes should be stated.
8

Hereinafter, the term refers to “act of making important suggestion, etc.” as defined in Article 27-26(1)of the Financial Instruments and Exchange Act, Article 14-8-2(1) of the Order for Enforcement of the
Financial Instruments Act and Article 16 of the Cabinet Office Ordinance concerning Disclosure of
Large Holding of Share Certificates, Etc. unless otherwise provided.
(1-3) Provision of Required Information
The Large-scale Share Purchaser who has submitted to the President of the Company theStatement of Intention will be required to submit necessary and adequate information for theshareholders to make decisions over the Large-scale Purchase as follows:First, within ten (10) business days9 from the day on which the Statement of Intention isreceived from the Large-scale Share Purchaser, the Company sends to the Large-scale Share
Purchaser a list of information to be initially provided by the Large-scale Share Purchaser(hereinafter called the “Required Information List”). Then, the Large-scale Share Purchaser
provides the President of the Company with the adequate information in accordance with theRequired Information List.
If it is reasonably judged by the Board of Directors of the Company after consulting withand obtaining advice from a third party who is independent from the Board of Directors of theCompany, including a lawyer, certified public accountant, certified public tax accountant,financial advisor, consultant and other professionals, (hereinafter called the “External
Professional”) that such information provided by the Large-scale Share Purchaser pursuant to theRequired Information List is inadequate for the shareholders to make decisions and for the Boardof Directors of the Company to implement evaluation and consideration with regards to thepurchase in light of the contents and manner of the Large-scale Purchase, the Large-scale Share
Purchaser will be required to provide such additional information as otherwise requested by the
Board of Directors of the Company within a specified response period. The response period- 10 -

shall be up to sixty (60) days calculating from the date of the Required Information List.
Regardless of the contents or manner of the Large-scale Purchase, those pieces of
information with regards to each of the following items shall be included in the Required
Information List in principle.

However, the specific contents of those pieces of information

included in the Required Information List will be reasonably decided by the Board of Directorsof the Company, after consulting with and obtaining advice from the External Professionals, inlight of the contents and manner of the relevant Large-scale Purchase. Unless the Large-scale
Share Purchaser is able to provide any of those pieces of information with regard to items set out
in the Required Information List, the Large-scale Share Purchaser will be required by theCompany to provide a specific reason why the Large-scale Share Purchaser is unable to provide
such information.
(i)

Particulars of the Large-scale Share Purchaser and its group, including a joint holder10 andperson in a special relationship, and each partner and other member in case of any fund.
This includes the history, specific name, capital structure, business description, financial
information, names and professional career of officers and so on.

(ii)

Purpose(s) of the Large-scale Purchase (details of the purpose(s) disclosed in the Statementof Intention), method and contents.

This includes existence or non-existence of theintention to participate in the management, kind and amount of consideration of the Largescale Purchase, time of the Large-scale Purchase, related trading structure, number ofshares, etc. to be purchased, ownership ratio of share certificates, etc. after the purchaseand legality of the method of the Large-scale Purchase.
(iii) Calculation base of the consideration of the Large-scale Purchase.

This includes theassumed fact of calculation, calculation method, numerical information used in thecalculation, contents of synergy expected to arise out of a sequence of trading in respect of
the Large-scale Purchase and name and summary of opinion of any third party that islistened to in the calculation and the course of determining the amount based on such third
party’s opinion.
(iv) Corroboration of funding for the Large-scale Purchase. This includes the specific namesof persons who provide funds, including an actual provider, funding method and contentsof related trading.
(v)

Existence or non-existence of communication with a third party in implementing the Largescale Purchase, and its contents and a summary of the third party, if any.

(vi) Type of the Security Agreement, Etc., counterparties and the specific contents of agreement,such as the number of subject shares, etc., for any lease agreement, security agreement,
sell-back agreement, agreement to complete a reserved sale or other important agreements
or arrangements with regard to the shares, etc. of the Company already held by the Large- 11 -

scale Share Purchaser (hereinafter called the “Security Agreement, Etc.”).
(vii) Type of the agreement to be executed, counterparty and the specific contents of theagreement, such as the number of subject shares, etc. for any Security Agreement or otheragreement to be executed with a third party with regard to the Company’s shares to beacquired by the Large-scale Share Purchaser through the Large-scale Purchase.
(viii) Summary of management policies, business plans, capital policies and allotment policiesof the Company and its group after the Large-scale Purchase.
(ix) Handling policy of the Company’s employees, business partners, customers, local
community and other stakeholders in respect of the Company after the Large-scale
Purchase.
(x)

Specific measures to prevent a conflict of interest with other shareholders of the Company.
The Board of Directors of the Company promptly discloses such fact if it receives theStatement of Intention from the Large-scale Share Purchaser and if it sends the Required
Information List to the Large-scale Share Purchaser. The Board of Directors also discloses, atthe time it judges appropriate, any or all of the information provided by the Large-scale Share
Purchaser and, for any information not provided by the Large-scale Share Purchaser, thedescription of such information and the reason for the non-provision (hereinafter called the“Information Provided by the Large-scale Share Purchaser”), which is admitted as being
necessary for the shareholders to make decisions.
The Company promptly notifies the Large-scale Share Purchaser of and discloses such fact
if the Board of Directors of the Company reasonably judges that the Information Provided by theLarge-scale Share Purchaser is adequate as the Large-scale Purchase information and theprovision thereof has been completed, (hereinafter called the “Notice of Completion ofInformation Provision”).
9

Hereinafter, a “business day” means any day other than those listed in each item of Article 1(1) of the
Act on Holidays of Administrative Organs.

10Hereinafter, the term refers to the “joint holder” as defined in Article 27-23(5) of the Financial Instruments
and Exchange Act and includes a person admitted by Board of Directors of the Company to be deemed as
the “joint holder” under Paragraph 6 of the same Article.
(1-4) Evaluation Period by Board of Directors
After giving the Notice of Completion of Information Provision, the Board of Directors of
the Company sets a period, during which the Board of Directors of the Company will evaluate,
consider, negotiate, formulate an opinion and establish alternative proposals, depending on the
difficulty of the Large-scale Purchase evaluation, of (i) sixty (60) days from the date of the Noticeof Completion of Information Provision in the case of a tender offer subject to all of the shares,
etc. of the Company for which the consideration is limited to cash (Japanese yen) or (ii) ninety- 12 -

(90) days from the date of the Notice of Completion of Information Provision in the other casesof the Large-scale Purchase after consulting with and obtaining advice from the External
Professionals (hereinafter called the “Board of Directors Evaluation Period”).
During the Board of Directors Evaluation Period, the Board of Directors of the Company
shall fully evaluate and consider the Information Provided by the Large-scale Share Purchaser byconsulting with and obtaining advice from the External Professionals, as necessary, and evaluate
and consider the contents of the Large-scale Purchase to be implemented by the Large-scale Share
Purchaser in terms of protecting and enhancing the Company’s corporate value and common
interests of the shareholders.

Through this evaluation and consideration, the Board of Directorsof the Company shall sincerely summarize an opinion of the Board of Directors of the Company
with regard to the Large-scale Purchase and shall notify the Large-scale Share Purchaser thereofand disclose it to the shareholders at an appropriate time and in an appropriate manner. The
Board of Directors may also negotiate with the Large-scale Share Purchaser concerning theconditions and method of the Large-scale Purchase, as necessary, and provide an alternative
proposal of the Board of Directors of the Company to the shareholders.
If there is any unavoidable reason for the Board of Directors of the Company not being able tosummarize its opinion during the Board of Directors Evaluation Period, the Board of Directorsof the Company may extend the Board of Directors Evaluation Period up to thirty (30) days (onlyfor once) to the extent admitted reasonably necessary after consulting with and obtaining advice
from the External Professionals, as necessary,and explaining the necessity and the reason forextending the Board of Directors Evaluation Period and consulting on the propriety thereof to
and with the Special Committee and respecting the Committee’s recommendation to the greatest
extent possible.

If the Board of Directors of the Company decides to extend the Board of

Directors Evaluation Period, the extended term and the reason therefor will be promptly notified
to the Large-scale Share Purchaser and disclosed.
Until the end of the Board of Directors Evaluation Period, the Large-scale Share Purchaser
may not initiate the Large-scale Purchase.
A summary of the Special Committee is as set out in Exhibit 1. The Special Committee atthe time of the introduction of the New Plan will consist of three (3) committee members of Mr.
Koji Ogasawara, Mr. Sakae Ochiai and Mr. Masanori Kazamaki in total. Their respective brief
histories are as set out in Exhibit 2. Mr. Koji Ogasawara has extensive experience and expertisein legal affairs, Mr. Sakae Ochiai has extensive experience and expertise in accounting and tax
affairs, and Mr. Masanori Kazamaki has extensive experience and expertise in business.
Neither Mr. Koji Ogasawara, a Japanese attorney, nor Mr. Sakae Ochiai, a certified tax
accountant, has entered into an advisory contract with the Company. Mr. Masanori Kazamaki
is a Director who is an Audit and Supervisory Committee Member of the Company (independent- 13 -

External Director). Therefore, they are all independent from the Company.
(1-5) Requirements to Trigger Countermeasures(i) Cases where the Large-scale Share Purchaser fails to comply with the Large-scale
Purchase Rules.
(i-1) A case where the countermeasures are triggered upon the Special Committee’s
recommendation.
If the Large-scale Share Purchaser fails to comply with the Large-scale Purchase Rules, theBoard of Directors of the Company shall deem the relevant Large-scale Purchase to be a hostile
takeover which may significantly damage the Company’s corporate value and common interestsof the shareholders and shall pass a resolution to trigger the countermeasures in principle. In
judging the compliance by the Large-scale Share Purchaser with the Large-scale Purchase Rules,
the circumstances relating to the Large-scale Share Purchaser, such as the case where the Largescale Share Purchaser may not necessarily have detailed information with regard to the Company,
will be taken into consideration to a reasonable extent. Thus it will not be recognized that such
Large-scale Share Purchaser has failed to comply with the Large-scale Purchase Rules only
because the Large-scale Share Purchaser has not provided any part of the Large-scale Purchase
information required by the Board of Directors of the Company.
In such case, prior to triggering the countermeasures, the Board of Directors of the Company
shall promptly consult with the Special Committee on the propriety of triggering thecountermeasures, and, upon such consultation, the Special Committee shall make a
recommendation to the Board of Directors of the Company on the propriety of triggering thecountermeasures after consulting with and obtaining advice from the External Professionals, asnecessary.

In judging whether or not to trigger the countermeasures, the Board of Directors of

the Company shall respect the Special Committee’s recommendation to the greatest extent
possible.

In such case, in triggering the countermeasures, no shareholders’ meeting to confirm

the shareholders’ opinion (hereinafter called the “Shareholders’ Meeting to Confirm the
Shareholders’ Opinion”) on the propriety thereof shall be required to be held.
(i-2) A case where the countermeasures are triggered upon the resolution of the
Shareholders’ Meeting to Confirm the Shareholders’ Opinion.
Notwithstanding Paragraph (i-1) above, if (a) the Special Committee recommends calling
the Shareholders’ Meeting to Confirm the Shareholders’ Opinion or (b) it is practically possible
to confirm the opinion of the shareholders by taking into consideration various conditions, suchas the contents of the Large-scale Purchase and the existence of enough time to confirm mattersand the Board of Directors of the Company judges that it is appropriate to confirm the opinion of
the shareholders on the propriety of triggering the countermeasures in light of the laws andregulations, due care of a good manager of the directors of the Company and so on, the Board of- 14 -

Directors of the Company shall promptly call the Shareholders’ Meeting to Confirm the
Shareholders’ Opinion (instead of consultation with the Special Committee in the case of above(b)) and refer the judgment on whether or not to trigger the countermeasures to the shareholders.
(ii) Cases where the Large-scale Share Purchaser complies with the Large-scale Purchase
Rules.
When the Large-scale Share Purchaser complies with the Large-scale Purchase Rules, thepossibility of declaring an objection, providing an alternative proposal or giving an explanation
to the shareholders will not be excluded if the Board of Directors of the Company disagrees on
the relevant Large-scale Purchase; however, in principle, no countermeasures will be triggered
against such Large-scale Purchase. The shareholders of the Company will be asked to judge
whether or not to accept the proposal of the Large-scale Purchase after taking into consideration
the Information Provided by the Large-scale Share Purchaser with regard to such Large-scale
Purchase and the opinion thereon, an alternative proposal and so on of the Board of Directors of
the Company.
However, even if the Large-scale Share Purchaser complies with the Large-scale Purchase
Rules, the Board of Directors of the Company will promptly call the Shareholders’ Meeting to
Confirm the Shareholders’ Opinion and refer the judgment on whether or not to trigger thecountermeasures to the shareholders if the Board of Directors of the Company admits that it is clearthat the Large-scale Purchase significantly damages the Company’s corporate value and common
interests of the shareholders and judges that it is necessary and appropriate to trigger thecountermeasures. In particular, each of the cases from (a) to (e) below will be deemed as a casewhere it is admitted that it is clear that the Large-scale Purchase significantly damages theCompany’s corporate value and common interests of the shareholders in principle:(a) if the Large-scale Share Purchaser is a person, a so-called greenmailer, who has no intentionof actually participating in the management of the Company, but acquires or intends toacquire the shares, etc. of the Company solely for the purpose of boosting the share priceand causing the Company or the relevant persons of the Company to purchase such shares,
etc. at a high price,(b) if the Large-scale Share Purchaser acquires the shares, etc. of the Company for the purposeof transferring intellectual property rights, know-how, corporate secrets, key business
partners or customers, etc. of the Company or any of its group companies which arenecessary for its business and management to the Large-scale Share Purchaser or any of its
group companies, etc. by temporarily controlling the Company’s management,(c) if the Large-scale Share Purchaser acquires the shares, etc. of the Company for the purposeof appropriating the assets of the Company or any of its group companies for security or
repayment resources for the liabilities of the Large-scale Share Purchaser or any of its group- 15 -

companies, etc. after acquiring control over the management of the Company,(d) if the Large-scale Share Purchaser acquires the shares, etc. of the Company for the purposeof causing a disposal of highly valued assets, such as real estate property and securities, notbeing currently related to the business of the Company or any of its group companies, by
the sale, etc. thereof and then causing temporary high dividends to be paid with the gains ofsuch disposal or to sell the shares, etc. of the Company at a boosted price by watching for atime of a sudden rise in the share price due to the temporary high dividends by temporarily
controlling the management of the Company, or(e) if the proposed purchase is a purchase which is likely to actually force the shareholders tosell the shares, etc. of the Company, such as a coercive two-tier purchase, meaning thepurchase of shares, including a tender offer, in which the purchase is not offered for all
shares, etc. of the Company in the first stage of the purchase, and the purchase is offered forthe other shares, etc. of the Company under unfavorable conditions for the shareholders or
no clear conditions in the second stage of the purchase.
(1-6) Shareholders’ Meeting to Confirm the Shareholders’ Opinion
As set out in Paragraph (1-5) above, the Board of Directors of the Company shall call the
Shareholders’ Meeting to Confirm the Shareholders’ Opinion in certain cases and refer the
judgment on whether or not to trigger the countermeasures to the shareholders. In such case,
the Company shall promptly disclose the fact that the Shareholders’ Meeting to Confirm the
Shareholders’ Opinion is called and other matters for which the Board of Directors of theCompany judges it is appropriate to disclose.
If the Shareholders’ Meeting to Confirm the Shareholders’ Opinion is to be held, the Boardof Directors of the Company shall promptly set the record date to determine the shareholders
entitled to vote at such Shareholders’ Meeting to Confirm the Shareholders’ Opinion and make apublic notice at least two (2) weeks prior to the said record date in accordance with the provisionsof the Companies Act.

The shareholders entitled to vote at such Shareholders’ Meeting to

Confirm the Shareholders’ Opinion shall be those shareholders recorded in the latest shareholder
registry as of the said record date.

Unless otherwise provided in laws, regulations or the Articles

of Incorporation of the Company, a resolution of the Shareholders’ Meeting to Confirm the
Shareholders’ Opinion shall be passed by a majority of the votes of the shareholders present atsuch Meeting.
If it is resolved to trigger or not to trigger the countermeasures at the Shareholders’ Meeting
to Confirm the Shareholders’ Opinion, the Board of Directors of the Company shall approve theresolution to trigger or not to trigger the countermeasures in accordance with the resolution passed
at such Shareholders’ Meeting to Confirm the Shareholders’ Opinion and disclose the result thereof.
If the Shareholders’ Meeting to Confirm the Shareholders’ Opinion is called, the Large-scale- 16 -

Share Purchaser may not initiate the Large-scale Purchase until the closure of such Shareholders’Meeting to Confirm the Shareholders’ Opinion.
(2) Specific Contents of Countermeasures
Countermeasures to be triggered by the Board of Directors of the Company in the New Plan may
include the allotment of share options (hereinafter called “Share Options”) without contribution as
well as other countermeasures permitted by the Companies Act or other laws or regulations or the
Articles of Incorporation of the Company. For any allotment of share options without contribution,a summary thereof shall be as set out in “Summary of Allotment of Share Options without
Contribution” of Exhibit 3.
(3) Discontinuance or Withdrawal of Triggered Countermeasures
Even if the Board of Directors of the Company has resolved to trigger the countermeasures, if (i)the Large-scale Share Purchaser discontinues the Large-scale Purchase, or (ii) the fact, etc. based on
which the judgment on whether or not to trigger the countermeasures was made changes and there arecircumstances where the Board of Directors of the Company judges that it is inappropriate to maintainthe triggered countermeasures in terms of protecting and enhancing of the Company’s corporate value
and common interests of the shareholders, the Board of Directors of the Company shall consult with
the Special Committee and consider the discontinuance or withdrawal of the triggeredcountermeasures by consulting with and obtaining advice from the External Professionals, asnecessary.
The Special Committee, upon such consultation, shall consider the propriety of maintaining suchcountermeasures and make a recommendation to the Board of Directors of the Company by consultingwith and obtaining advice from the External Professionals, as necessary. The Board of Directors of theCompany shall respect the Special Committee’s recommendation to the greatest extent possible in judging
whether or not to maintain the countermeasures.
If the Board of Directors of the Company has resolved to discontinue or withdraw the triggeredcountermeasures based on such recommendation of the Special Committee, it shall promptly disclose
a summary of such resolution and other matters that the Board of Directors of the Company judges it
appropriate to disclose.
However, such allotment of the Share Options without contribution may be discontinued orwithdrawn until two (2) business days prior to the expiry date of rights (hereinafter called the “Expiry
Date of Rights”) in respect of the Allotment Date (hereinafter as defined in Section 1 of Exhibit 3) of
the Share Options if the Share Options are allotted without contribution as the countermeasures, but
no allotment of the Share Options without contribution shall be discontinued or withdrawn on or after
the previous business day of the Expiry Date of Rights to prevent any investors who have acquired
the shares, etc. of the Company before the Expiry Date of Rights and who have sold such shares, etc.
of the Company on the premise that they will be diluted by such allocation of the Share Options- 17 -

without contribution on or after Expiry Date of Rights from being damaged due to the allotment of
the Share Options without contribution being discontinued or withdrawn.
(4) Effective Term, and Abolition and Modification of New Plan
The effective term of the New Plan expires at the closure of the 60th ordinary shareholders’meeting of the Company to be held in June 2021.
However, the New Plan shall be abolished at such time and in accordance with such resolution
if it is approved to abolish the New Plan at the meeting of the shareholders or the Board of Directorsof the Company even before the expiration of such effective term.
The Board of Directors of the Company may modify the New Plan to the extent reasonably
admitted necessary as a result of any modification of, or any change of the interpretation or operationof, the provisions of the Companies Act, the Financial Instruments and Exchange Act or other laws
or regulations or the rules of financial instruments exchanges or any change of the taxation system or
precedents.
If the New Plan is abolished or modified, the Company shall appropriately disclose the fact ofsuch abolition or modification, excluding any minor modification of wordings as a result of any
revision of the laws, regulations and so on, and the contents of such modification.

- 18 -

[Exhibit 1]
Summary of Special Committee
1.

The Special Committee shall be established based on the resolution of the Board of Directors of
the Company.

2.

The Special Committee shall consist of at least three (3) committee members, who shall be
appointed by the Board of Directors of the Company from an external director, lawyer, certified
public tax accountant, certified public accountant, person with academic background, person who
is acquainted with investment banking and an external person with experience as a director or
executive officer of another company.

3.

The Special Committee shall make a recommendation on matters submitted by the Board of
Directors of the Company for consultation under the resolution passed at the relevant meeting of
the Special Committee with the outlined reasons therefor, in principle.

4.

The Special Committee may consult with External Professionals for advice, as necessary, in order
to consider matters submitted by the Board of Directors of the Company for consultation. Any
expense arising in obtaining such advice shall be borne fully by the Company in principle.

5.

The recommendation to be made by the Special Committee shall need to be approved with all themembers of the Special Committee present at the meeting and shall need to be approved by amajority thereof unless the circumstances are exceptional.

- 19 -

[Exhibit 2]
Brief Histories of the Members of the Special Committee
Koji Ogasawara
Born in February 1960
1991 April Registered as a Japanese attorney to the present day
1998 April Appointed as a Representative Partner Attorney at Tokyo Ginza Law Office
1999 April Appointed as a Director at Hudson Japan Servicer
2000 March Retired as a Director at Hudson Japan Servicer
2002 April Appointed as a Representative Partner Attorney at OGASAWARA KONNO &ROKUGAWA Law Office to the present day
2004 April Appointed as a Professor at the Law School of Tokai University
2009 April Appointed as a professor at Graduate School of International Management of Aoyama
Business School of Aoyama Gakuin University
2009 April Appointed as a councillor at General Incorporation Foundation Education for Development
Foundation (currently Public Interest Incorporated Foundation Education for Development
Foundation) to the present day
2009 May Appointed as a councillor selection committee external member at Public Interest
Incorporated Foundation Foreign Press Center2011 March Retired from a professor at Graduate School of International Management of Aoyama
Business School of Aoyama Gakuin University
2011 April Appointed as a professor at Faculty of Economics of Aoyama Gakuin University
2012 March Retired from a Professor at Law School of Tokai University
2012 April Appointed as a part-time professor at Law School of Tokai University
2016 April: Appointed as a researcher at Social Science Research Institute of Tokai University to thepresent day
2016 June: Appointed as an External Director at Asia Development Capital Co. Ltd. to the present day
2017 March: Appointed as an Administration Officer at Japan Industrial Social Worker Association to
the present day
2017 March: Retired from a part-time professor at Law School of Tokai University
2018 March: Retired from a professor at Faculty of Economics of Aoyama Gakuin University
Sakae Ochiai
Born in November 1955
1980 April Joined Kantoshinetsu Regional Taxation Bureau
1999 July Special Officer, First Corporation Taxation Group, Urawa Tax Office
2001 July Chief Examiner, Third Corporation Taxation Group, Mito Tax Office
2002 July Chief Examiner, Fifth Corporation Taxation Group, Nagano Tax Office- 20 -

2004 July Chief Examiner, Second Corporation Taxation Group, Omiya Tax Office2006 September Registered as a Japanese licensed tax accountant to the present day
2007 June Appointed as an Outside Auditor at the Company
2015 June: Retired from office of Outside Auditor at the Company
Masanori Kazamaki
Born in March 1949
1971 April: Joined Nissei Sangyo Co., Ltd. (Existing Hitachi High-Technologies Corporation)
2001 October: General Manager, Electric Material Dept. at Hitachi High-Technologies Corporation
2003 April: Depty Senior General Manager of Industrial Material Marketing Division at Hitachi HighTechnologies Corporation2005 April: Senior General Manager of Industrial Material Marketing Division at Hitachi HighTechnologies Corporation2005 June: Administration Officer, Senior General Manager of Industrial Material Marketing Division
at Hitachi High-Technologies Corporation
2008 April: Senior Executive Officer in charge of Industrial Material Marketing Division at Hitachi
High-Technologies Corporation2010 April: Senior Executive Officer in charge of West Japan Area and Kansai Branch Office
Manager at Hitachi High-Technologies Corporation2011 April: Senior Executive Officer, Depty Senior General Manager in charge of Marketing Control
Division and Kansai Branch Office Manager at Hitachi High-Technologies Corporation2012 April: Executive Advisor at Hitachi High-Technologies Corporation2013 March: Retired from Executive Advisor at Hitachi High-Technologies Corporation
2015 June: Appointed as External Director (Audit and Supervisory Committee Member) at theCompany (not to be served concurrently with another post) to the present day- 21 -

[Exhibit 3]
Summary of Allotment of Share Options without Contribution
1. Total Number of Share Options to Be Allotted
The total number of the Share Options to be allotted shall be such number as otherwise set forth
by the Board of Directors of the Company in the Resolution of Allotment of Share Options without
Contribution up to the number obtained by deducting the total number of the issued ordinary sharesof the Company, excluding the number of ordinary shares of the Company held by the Company fromthe total number of the authorized shares of the Company as of the certain date as otherwise specified
by the Board of Directors of the Company (hereinafter called the “Allotment Date”) in the board
resolution for the allotment of the Share Options without contribution (hereinafter called the“Resolution of Allotment of Share Options without Contribution”).
2. Shareholders Entitled to Allotment
The Share Options will be allotted to the shareholders recorded in the latest shareholder registry
as of the Allotment Date at a ratio of one (1) share option per Company’s ordinary share held by theshareholder, excluding ordinary shares of the Company held by the Company at that time.
3. Effective Date of Allotment of Share Options without Distribution
The effective date of the allotment shall be as otherwise specified by the Board of Directors of
the Company in the Resolution of Allotment of Share Options without Contribution.
4. Class and Number of Shares Subject to Share Options
The class of shares subject to the Share Options shall be ordinary shares of the Company and thenumber of shares subject to one (1) Share Option (hereinafter called “Number of Subject Shares”)
shall be the number as otherwise set forth by the Board of Directors of the Company in the Resolutionof Allotment of Share Options without Contribution; provided, however, that such number shall be
adjusted as necessary if the Company splits its share or consolidates its shares.
5. Contents and Amount of Assets Contributed upon Exercise of Share Options
The capital contribution to be made upon the exercise of the Share Options shall be monetarycontribution, and the amount of the assets to be contributed upon the exercise of the Share Options
per Company’s ordinary share shall not be less than one (1) yen and shall be the amount as otherwise
specified by the Board of Directors of the Company in the Resolution of Allotment of Share Options
without Contribution.
6. Restriction on Assignment of Share Options
As to the assignment of the Share Options, an approval of the Board of Directors of the Company- 22 -

shall need to be obtained.
7. Conditions to Exercise Share Options
A (1) specified large holder11, (2) joint holder of a specified large holder, (3) specified Largescale Share Purchaser12, (4) person in a special relationship with a specified Large-scale Share
Purchaser, (5) person who acquires or succeeds to the Share Options from a person falling under any
one of the items from (1) to (4) without the approval of the Board of Directors of the Company or (6)affiliate13 of a person falling under any one of the items from (1) to (5) (hereinafter collectively called
an “Unentitled Person”) may not exercise the Share Options. The detailed conditions relating to
exercising the Share Options shall be otherwise set forth in the Resolution of Allotment of Share
Options without Contribution.
8. Acquisition of Share Options by Company
On the day as otherwise specified by the Board of Directors of the Company, the Company may
acquire the Share Options held by a person other than the Unentitled Person and deliver theCompany’s ordinary shares of the Number of Subject Shares per Share Option in exchange therefor.
The detailed conditions relating to acquiring the Share Options shall be otherwise set forth by the
Board of Directors of the Company in the Resolution of Allotment of Share Options without
Contribution.
9. Exercise Period of Share Options
The exercise period of the Share Options shall be otherwise set forth by the Board of Directorsof the Company in the Resolution of Allotment of Share Options without Contribution.
10. Others
Any other matters required shall be otherwise set forth by the Board of Directors of the Company
in the Resolution of Allotment of Share Options without Contribution.
11

A specified large holder means a person who is a holder of share certificates, etc. issued by theCompany and whose holding ratio of share certificates, etc. in respect of such share certificates, etc. istwenty (20) percent or more, or a person who is admitted by the Board of Directors of the Company as
being a specified large holder. However, any person whose acquisition and holding of sharecertificates, etc. of the Company is admitted by the Board of Directors of the Company not to be inconflict with the Company’s corporate value and common interests of the shareholders and any otherperson as otherwise set forth by the Board of Directors of the Company in the Resolution of Allotmentof Share Options without Contribution shall be excluded from a specified large holder.

12

A specified Large-scale Share Purchaser means a person who has made a public notice of the purchase,
etc. (hereinafter in this note, as defined in Article 27-2(1) of the Financial Instruments and ExchangeAct) of share certificates, etc. (hereinafter in this note, as defined in Article 27-2(1) of the Financial
Instruments and Exchange Act) issued by the Company through a tender offer and whose holding ratioof share certificates, etc. of the share certificates, etc. held (including those prescribed in Article 7.1 of- 23 -

the Order for Enforcement of the Financial Instruments and Exchange Act as equivalent) by such person
after such purchase, etc. is twenty (20) percent or more together with the holding ratio of sharecertificates, etc. of a person in a special relationship with such person or a person who is admitted by
the Board of Directors of the Company as being a specified Large-scale Share Purchaser. However,any person whose acquisition and holding of share certificates, etc. of the Company is admitted by the
Board of Directors of the Company not to be in conflict with the Company’s corporate value andcommon interests of the shareholders and any other person as otherwise set forth by the Board of
Directors of the Company in the Resolution of Allotment of Share Options without Contribution shallbe excluded from a specified Large-scale Share Purchaser.
13

An “affiliate” of a person means a person who is admitted by the Board of Directors of the Company
as being a person who substantially controls, is controlled by or is under common control with such
person (including a person admitted by the Board of Directors of the Company as being any of such
persons) or who acts in cooperation with such person. The term “control” means to “control thedetermination of financial and business policies” (as defined in Article 3.3 of the Ordinance for
Enforcement of the Companies Act) of the other company, etc.
End of Document- 24 -