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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 4975)
June 9, 2017
To Shareholders with Voting Rights:
Keiji Ozawa
Representative Director, Chairman and CEO
JCU CORPORATION
8-1 Higashiueno 4-chome, Taito-ku,
Tokyo, JapanNOTICE OF
THE 57TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 57th Annual General Meeting of Shareholders of JCU
CORPORATION (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing by submitting the
Voting Rights Exercise Form. If exercising your voting rights in writing, please review the attached Reference
Documents for the General Meeting of Shareholders, indicate your vote for or against the proposal on theenclosed Voting Rights Exercise Form and return it so that it is received by 5:30 p.m. on Tuesday, June 27,
2017, Japan time.
1. Date and Time:

Wednesday, June 28, 2017, at 10:00 a.m. Japan time
(The reception desk opens at 9:30 a.m.)

2. Place:

Conference room at the Head Office of the Company located at
TIXTOWER UENO 16F, 8-1 Higashiueno 4-chome, Taito-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
57th Fiscal Year (April 1, 2016–March 31, 2017) 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 57th Fiscal Year
(April 1, 2016–March 31, 2017)
Proposals to be resolved:
Election of eleven (11) Directors
Proposal 1:
Election of two (2) Audit & Supervisory Board Members
Proposal 2:
Determination of Compensation to Directors (Excluding External Directors) to
Proposal 3:
Allot Restricted StockContinuation of the Response Measures to Large-Scale Purchases of the
Proposal 4:Company Shares (Takeover Defenses)-1- When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the receptiondesk.
 Of the documents that should be provided along with this convocation, matters that should be included in
the Notes to the Consolidated Financial Statements and the Notes to the Non-Consolidated Financial
Statements are posted on the Company’s Web site (http://www.jcu-i.com/), based on laws and regulations
and provisions of the Articles of Incorporation of the Company, therefore these are not included in theattached document to this convocation.
The Consolidated Financial Statements and the Non-consolidated Financial Statements that were auditedby the Company’s Audit & Supervisory Board Members and the Accounting Auditor to prepare audit
reports are the financial statements included in the attached documents to this convocation, as well as
matters that should be included in the Notes to the Consolidated Financial Statements and the Notes to the
Non-consolidated Financial Statements.
 Should the Reference Documents for the General Meeting of Shareholders, the Business Report, theConsolidated Financial Statements and the Non-consolidated Financial Statements require revisions, therevised versions will be posted on the Company’s website (http://www.jcu-i.com/).
 We are advocating the Cool Biz campaign. Shareholders are expected to attend the meeting in casualwear.

-2-

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

Election of eleven (11) Directors

The terms of office of all eleven (11) Directors will expire at the conclusion of this year’s Annual General
Meeting of Shareholders. Accordingly, the election of eleven (11) Directors is proposed.
The candidates are as follows:
No.

1

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

April 1974
Joined the Company
April 1999
General Manager of Osaka Branch
January 2002
General Manager of Sales Promotion Department
September 2004 Executive Officer and General Manager of Management
Planning Office
June 2007
Director, Managing Executive Officer and General
Manager of Administration Headquarters
June 2008
Senior Managing Director, Senior Executive Officer andGeneral Manager of Administration Headquarters
June 2009
Director, Vice President and General Manager of
Administration Headquarters
June 2010
Representative Director, President and COO[Reappointment]
Keiji Ozawa(October 11, 1950) June 2014

Representative Director and Vice Chairman

February 2016

Representative Director, Chairman and CEO (present
position)[Significant concurrent positions]
Chairman of JCU SHANGHAI TRADING CORPORATION
Chairman of JCU TAIWAN CORPORATION
Representative Director of JCU KOREA CORPORATION
Chairman of JCU SHENZHEN TRADING CORPORATION
Chairman of JCU BEIJING TRADING CORPORATION
Chairman of SAKURAROKU SPRING SHANGHAI INTERNATIONAL
CO., LTD.
(Reasons for selection as candidate for Director)
Mr. Keiji Ozawa has held various positions in the sales and administrative departments. He
was appointed as Vice President in 2009, and promoted to Representative Director, President
and COO in 2010. In view of the sudden passing of Mr. Yoshimasa Kasuya in February 2016,he was appointed as Representative Director, Chairman and CEO of the Company. With hishigh level of expertise as a top executive and great insight regarding the Company’s overall
operations, it was determined that he should continue to be a candidate for Director.

-3-41,800No.

Name(Date of birth)

Past experience, positions
and significant concurrent positions

April 1982
April 2000

2

Joined the Company
Senior Researcher of Electronic Chemical Department ofCentral Laboratory
April 2003
General Manager of Central Laboratory
September 2004 Executive Officer and General Manager of Central
Laboratory
April 2007
Executive Officer and General Manager of Chemical
Development Laboratory of Research & Development
CenterJune 2008
Director, Managing Executive Officer and General
Manager of Research & Development Center
Managing Director, Managing Executive Officer and[Reappointment] June 2010
Ryoichi Kimizuka
General Manager of Research & Development Center(August 28, 1955) June 2011
Senior Managing Director, Senior Managing Executive
Officer and General Manager of Research & Development
CenterApril 2014
Representative Director and Vice President
June 2014
Representative Director, President and COO
April 2017
Representative Director, President, COO and CTO(present position)[Significant concurrent positions]Representative Director and President, JCU (THAILAND) CO.,LTD.
Representative Director and President, JCU VIETNAM CORPORATION
Director and President, JCU CHEMICALS INDIA PVT. LTD.
President of PT. JCU Indonesia(Reasons for selection as candidate for Director)
Mr. Ryoichi Kimizuka has led the Company’s Research & Development Center for many
years, and possesses extensive knowledge of outstanding technology and products. He waspromoted to Representative Director, President and COO in 2014. With his high level ofexpertise and great insight regarding the Company’s overall operations, it was determined thathe should continue to be a candidate for Director.

Number ofshares of theCompany held

-4-

73,200No.

Name(Date of birth)

Past experience, positions
and significant concurrent positions

April 1980
April 2003

3

4

Joined the Company
General Manager of Head Office Chemical Sales andMarketing Department of Sales and Marketing
Headquarters
April 2010
Assistant General Manager of Domestic Sales andMarketing Headquarters
June 2010
Executive Officer and Assistant General Manager ofDomestic Sales and Marketing Headquarters
June 2013
Director, Managing Executive Officer and Assistant[Reappointment]
General Manager of Chemical Business Headquarters
Kanji Kobayashi
June
2014
Managing Director, Managing Executive Officer and(February 22, 1957)
Assistant General Manager of Chemical Business
Headquarters
April 2015
Managing Director, Managing Executive Officer andGeneral Manager of Management Strategy Office
April 2016
Managing Director, Managing Executive Officer andGeneral Manager of Sales and Marketing Headquarters
June 2016
Senior Managing Director, Senior Managing Executive
Officer and General Manager of Sales and Marketing
Headquarters (present position)(Reasons for selection as candidate for Director)
Mr. Kanji Kobayashi has held various key positions mainly in the Company’s sales
department, and has led the Company’s sales and marketing operations for many years. He is
also experienced in carrying out Director and Executive Officer duties. With his high level ofexpertise and great insight regarding the Company’s overall operations, it was determined thathe should continue to be a candidate for Director.
March 1980
Joined EBARA DENSAN LTD.
April 2004
General Manager of Printed Circuit Chemicals Department
of EBARA DENSAN LTD.
[Reappointment] April 2010
Joined the Company as General Manager of DENSAN
Masashi Kimura August 2010 Vice President of JCU (THAILAND) CO., LTD.
(February 9,
June 2013
Executive Officer
1958)
April 2016
Executive Officer and General Manager of Management
Strategy Office
June 2016
Director, Managing Executive Officer and General
Manager of Management Strategy Office (present position)(Reasons for selection as candidate for Director)
Mr. Masashi Kimura has held various key positions in EBARA DENSAN LTD. including
General Manager of Printed Circuit Chemicals Department. He joined the Company in 2010, inline with a partial transfer of operations to the Company. Regarding his duties in the Company,
he has been appointed as the Vice President of JCU (THAILAND) CO., LTD. With his highlevel of expertise and great insight regarding the Company’s overall operations, it wasdetermined that he should continue to be a candidate for Director.

Number ofshares of theCompany held

-5-

9,600

1,200

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

April 1981
August 2004

5

6

Joined the Company
General Manager of Electronic Technology Department ofCentral Laboratory
April 2006
General Manager of Second Development Office ofCentral Laboratory
April 2009
General Manager of New Product and New Market
Development Department of Research & Development[Reappointment]
CenterShinji Hayashi
April 2010
General Manager of New Business Technology(July 30, 1958)
Department of Research & Development Center
June 2013
Director, Managing Executive Officer and AssistantGeneral Manager of Research & Development Center
April 2014
Director, Managing Executive Officer and General
Manager of Research & Development Center
June 2014
Managing Director, Managing Executive Officer andGeneral Manager of Research & Development Center(present position)(Reasons for selection as candidate for Director)
Mr. Shinji Hayashi has led the Company’s Research & Development Center for many years,
and possesses extensive knowledge of outstanding technology and products. He is also
experienced in carrying out Director and Executive Officer duties. With his high level ofexpertise and great insight regarding the Company’s overall operations, it was determined thathe should continue to be a candidate for Director.
January 1990
Joined the Company
April 2010
General Manager of Osaka Branch
June 2012
General Manager of Management Strategy Office
April 2014
Managing Executive Officer and General Manager ofManagement Strategy Office[Reappointment]
June 2014
Director, Managing Executive Officer and General
Akihisa Omori
Manager of Management Strategy Office(October 2, 1965)
April 2015
Director and Managing Executive Officer
June 2016
Managing Director and Managing Executive Officer(present position)[Significant concurrent positions]
President of JCU INTERNATIONAL, INC.
(Reasons for selection as candidate for Director)
Mr. Akihisa Omori has held various key positions mainly in the Company’s sales
department, and is currently the President of JCU INTERNATIONAL, INC. With his highlevel of management expertise and great insight regarding the Company’s overall operations, it
was determined that he should continue to be a candidate for Director.

Number ofshares of theCompany held

-6-

4,800

2,400

No.

7

8

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

September 2006 Joined the Company
June 2009
General Manager of Accounting Department of
Administration Headquarters
April 2014
Managing Executive Officer and General Manager of
Administration Headquarters
June 2014
Director, Managing Executive Officer and General[Reappointment]
Manager of Administration Headquarters
Takanori Arata
April 2015
Director, Managing Executive Officer and Assistant(May 13, 1967)
General Manager of Chemical Business Headquarters
April 2016
Director, Managing Executive Officer and AssistantGeneral Manager of Sales and Marketing Headquarters
June 2016
Managing Director, Managing Executive Officer andAssistant General Manager of Sales and Marketing
Headquarters (present position)(Reasons for selection as candidate for Director)
Mr. Takanori Arata has held various positions including General Manager of Accounting
Department and General Manager of Administration Headquarters, and has extensive
knowledge of the Company’s administrative operations. In addition, in view of his richexperience in international operations, he is currently appointed as General Manager ofOverseas Business in the Sales and Marketing Headquarters. With his high level of insight
regarding the Company’s overall operations, it was determined that he should continue to be a
candidate for Director.
April 1982
Joined Fuji Machinery Mfg. & Electronics Co., Ltd.
June 1999
Operating Executive Officer and General Manager of
Substrate Sales Headquarters of Fuji Machinery Mfg. &Electronics Co., Ltd.
January 2009
Joined the Company as General Manager of New
Business Promotion Department
March 2010
General Manager of New Business Sales Promotion[Reappointment]
Department
Rui TaninoJune 2012
Assistant General Manager of New Business(October 2, 1957)
Headquarters
April 2014
Executive Officer and Assistant General Manager of
New Business Headquarters
April 2016
Executive Officer and Assistant General Manager ofSales and Marketing Headquarters
June 2016
Director, Managing Executive Officer and AssistantGeneral Manager of Sales and Marketing Headquarters(present position)(Reasons for selection as candidate for Director)
Mr. Rui Tanino has played a central role in the business operations of the New Businesssegment, and has contributed to the diversification of the Company’s management. In 2014, he
was appointed as an Executive Officer. With his rich experience in managing new businessventures and great insight regarding the Company’s overall operations, it was determined thathe should continue to be a candidate for Director.

-7-

Number ofshares of theCompany held

1,600

4,000

No.

9

10

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

September 1989 Joined the Company
April 2007
General Manager of Marketing Strategy Office
April 2011
General Manager of Overseas Business Planning
Department of Overseas Business Headquarters[Reappointment]
June 2012
General Manager of Overseas Business Promotion
Junichi Matsumoto
Department of Chemical Business Headquarters(October 30, 1960)
April 2014
Executive Officer and General Manager of Production
Headquarters
June 2016
Director, Managing Executive Officer and General
Manager of Production Headquarters (present position)(Reasons for selection as candidate for Director)
Mr. Junichi Matsumoto has led mainly the sales and marketing departments in the
Company. In 2014, he was appointed as General Manager of Production Headquarters andbecame an Executive Officer. As it was deemed appropriate to have a person in charge of the
production department involved in the Company’s management, it was determined that heshould continue to be a candidate for Director.
March 1981
Doctor of Engineering (at Osaka Prefecture University)
April 1997
Professor at the Faculty of Science and Engineering ofKonan University
April 2009
Transferred to the Faculty of Frontiers of Innovative
Research in Science and Technology of Konan University[Reappointment]
Resigned from Konan University
Hidemi Nawafune March 2014
(January 4, 1948) April 2014
Emeritus professor of Konan University (present position)
June 2014
Director of the Company (present position)[Significant concurrent positions]
Chairman Emeritus of Society for the Study of Electroplating
Adviser of Osaka Prefecture Electro Plating Industry Association(Reasons for selection as candidate for External Director)
Dr. Hidemi Nawafune has extensive knowledge of chemistry and professional knowledge
on related laws and regulations and patents. Accordingly, he has contributed immensely as anExternal Director of the Company and in ensuring that decisions made by the Board of
Directors are appropriate. Although he has not been directly involved in corporate
management, in view of his high level of expertise and insight, as well as his actual
performance results, it was determined that he should continue to be a candidate for External
Director.

-8-

Number ofshares of theCompany held

11,200

400

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

October 1976
April 1979
June 2005
April 201411

Passed the National Bar Examination
Registered as a lawyer (present position)
Audit & Supervisory Board Member of the Company
Chairman of Tokyo Bar Association and Vice Chairman[Reappointment]of Japan Federation of Bar Associations
Masahiko
TakanakaJune 2015
Director of the Company (present position)(August 6, 1951) [Significant concurrent positions]
Head of Takanaka Law Office
External Audit & Supervisory Board Member of T&D Asset Management
Co., Ltd.
(Reasons for selection as candidate for External Director)
As a lawyer, Mr. Masahiko Takanaka has extensive knowledge of corporate legal affairs,
and possesses a high level of professional expertise and insight with regards to legal
regulations. Accordingly, he has contributed immensely as an External Director of theCompany and in ensuring that decisions made by the Board of Directors are appropriate.
Although he has not been directly involved in corporate management, in view of his high levelof expertise and insight, as well as his actual performance results, it was determined that heshould continue to be a candidate for External Director.

Number ofshares of theCompany held—

(Notes)1. There is no special interest between each candidate for Director and the Company.
2. Messrs. Hidemi Nawafune and Masahiko Takanaka are candidates for External Directors. Both candidates are
currently External Directors of the Company. At the conclusion of this year’s Annual General Meeting of Shareholders,Mr. Hidemi Nawafune’s term of office as External Director will be three (3) years, while Mr. Masahiko Takanaka’s
term of office as External Director will be two (2) years. In addition, Mr. Masahiko Takanaka was an External Audit &Supervisory Board Member of the Company from June 2005 to June 2014.
3. The Company has appointed Mr. Hidemi Nawafune and Mr. Masahiko Takanaka as Independent Officers prescribedby Tokyo Stock Exchange and submitted a notification of the appointments to said Exchange. If their reelections areapproved, the Company plans to continue appointing them as Independent Officers and to submit a notification of theappointments to said Exchange.
4. The Company has agreements with Mr. Hidemi Nawafune and Mr. Masahiko Takanaka to limit their liabilities under
Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is theamount stipulated by Article 425, Paragraph 1 of said Act.
If the candidates for External Director Mr. Hidemi Nawafune and Mr. Masahiko Takanaka are reelected, the Company
plans to continue the same agreement with them.
5. The Company conducted a 2-for-1 stock split of its common stock as of April 1, 2017. The “Number of shares of theCompany held” by each candidate shown above is the number of shares after the stock split.

-9-

Proposal 2:

Election of two (2) Audit & Supervisory Board Members

The term of office of Audit & Supervisory Board Member Mr. Osamu Takai will expire and Mr. Mineo
Ban will resign from his office at the conclusion of this year’s Annual General Meeting of Shareholders.
Accordingly, the election of two (2) Audit & Supervisory Board Members is proposed.
The Audit & Supervisory Board has provided its consent to this proposal.
The candidate is as follows:

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

April 1974

1

Joined The Kyowa Bank, Ltd. (currently Resona Bank,
Limited)November 1998 General Manager, Sales Department 1 of the Head Officeof The Asahi Bank, Ltd. (currently Resona Bank, Limited)
April 2001
General Manager in charge of Accounting Division ofClarion Co., Ltd.
June 2001
Director, General Manager of Accounting Division ofClarion Co., Ltd.
[New appointment] June 2006
General Manager in charge of Management Promotion
Seishi Kasai
Division of Clarion Co., Ltd.
(June 14, 1951)
April 2009
General Manager of Management Promotion Division ofClarion Co., Ltd.
June 2010
Director, General Manager of Management Promotion
Division of Clarion Co., Ltd. and in charge of mainly
European Region
April 2012
Director in charge of CSR of Clarion Co., Ltd.
June 2012
Full-time Audit & Supervisory Board Member of Clarion
Co., Ltd.
June 2016
Director, Chairman of the Audit Committee (full-time) of
Clarion Co., Ltd. (present position)(Reasons for selection as candidate for External Audit & Supervisory Board Member)
Mr. Seishi Kasai has extensive experience and actual performance results as an executive
director in the accounting division and management promotion division at Clarion Co., Ltd.,and possesses a considerable level of insight regarding finance and accounting. He also has
professional experience as a Audit & Supervisory Board Member handling the auditing ofbusiness execution of Directors. As the Company believes his external and objective standpoint
will contribute to strengthening the audit system of the Company, it was determined that heshould be a candidate for External Audit & Supervisory Board Member.

Number ofshares of theCompany held

- 10 -

—

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

April 1979

2

Joined The Fuji Bank, Limited (currently Mizuho Bank,
Ltd. (MHBK))
April 2008
Managing Executive Officer, officer in charge of sales ofMizuho Corporate Bank (currently MHBK)
April 2009Managing Executive Officer, supervising officer of Global
Transaction Unit, IT & System Group and Administration
Group of Mizuho Corporate Bank
April 2010
Director of Mizuho Corporate BankMay 2010
Senior Managing Director of Tobu Department Store Co.,
[New appointment]
Ltd.
Atsushi Shigeta
May 2011
Representative Director and Senior Managing Executive(March 31, 1957)
Officer of Tobu Department Store Co., Ltd.
April 2013
President and Representative Director of Tobu Department
Store Co., Ltd.
June 2015
Retired as Director of Tobu Department Store Co., Ltd.
June 2015
Substitute Auditor of KYB Corporation (present position)
June 2015
President and Representative Director of Tobu HotelManagement Co., Ltd. (present position)
March 2016
Audit & Supervisory Board Member ofTokyo Tatemono Real Estate Sales Co., Ltd. (present
position)(Reasons for selection as candidate for External Audit & Supervisory Board Member)
Mr. Atsushi Shigeta has held various positions including President and Representative
Director of Tobu Department Store Co., Ltd., and Tobu Hotel Management Co., Ltd., and has ahigh level of expertise and actual performance results as a top executive of a business operatingcompany. As the Company believes his external and objective standpoint as a person
experienced in corporate management will contribute to strengthening the audit system of theCompany, it was determined that he should be a candidate for External Audit & Supervisory
Board Member.

Number ofshares of theCompany held—

(Notes)1. There is no special interest between each candidate for Audit & Supervisory Board Member and the Company.
2. Messrs. Seishi Kasai and Atsushi Shigeta are candidates for External Audit & Supervisory Board Member of theCompany.
3. If Mr. Seishi Kasai and Mr. Atsushi Shigeta are elected as Audit & Supervisory Board Members, the Company willconclude an agreement with them to limit their liability under Article 423, Paragraph 1 of the Companies Act, pursuant
to the provisions of Article 427, Paragraph 1 of said Act. The maximum amount of liability pursuant to the agreement
is the amount stipulated by Article 425, Paragraph 1 of said Act.

- 11 -

Proposal 3:

Determination of Compensation to Directors (Excluding External Directors) to Allot
Restricted Stock

The current amount of compensation, etc. for Directors was approved as no more than 500 million yen
per year (including up to 40 million yen for External Directors; however, this does not include the portion of
employee’s salary paid to Directors concurrently serving as employees) at the 54th Annual General Meetingof Shareholders held on June 27, 2014.
Now, in order for Directors (excluding External Directors) to share the benefits and risks of fluctuationsin the share price with shareholders, and further increase the desire to contribute to an increase in the shareprice and enhancement in corporate value, the Company proposes to allot to Directors (excluding External
Directors) common stock in the Company that is subject to stipulations such as a certain transfer restriction
period and grounds for acquisition by the Company without consideration (hereinafter, “restricted stock”).
Accordingly, comprehensively taking into consideration various matters such as the level of contribution
by Directors in the Company, the Company proposes a total amount of no more than 50 million yen per year
for claims to monetary compensation to be paid to Directors (excluding External Directors) as compensation
relating to restricted stock, etc., within the range of the aforementioned amount of compensation, etc. for
Directors. Furthermore, this total amount for claims to monetary compensation shall not include the portionof employee’s salary paid to Directors concurrently serving as employees.
In addition, the allotment of restricted stock has been determined while comprehensively taking into
consideration various matters such as the level of contribution by Directors in the Company, and we believethat the details thereof are appropriate.
Furthermore, currently there are eleven (11) Directors (including two (2) External Directors), and thisnumber shall remain the same even if Proposal 1 is approved.

Specific Details and Maximum Number of Shares of Restricted Stock for Directors (Excluding External
Directors) of the Company
1. Allotment of Restricted Stock and Payment
Based on a resolution of the Board of Directors of the Company, the Company shall pay claims tomonetary compensation to Directors (excluding External Directors) of the Company within the range of theaforementioned annual amount, as compensation relating to restricted stock, and each Director shall beallotted restricted stock through a contribution in kind of all the claims to monetary compensation.
Furthermore, the amount of payment for the restricted stock shall be based on the closing price of thecommon stock of the Company on the Tokyo Stock Exchange on the business day prior to the date of theresolution of the Board of Directors of the Company (if there are no transactions on that day, the closing
price on the most recent trading day before then), and shall be determined by the Board of Directors of theCompany within a range such that the amount is not particularly advantageous for the Directors who will
receive the restricted stock.
In addition, the above claims to monetary compensation shall be paid subject to the Directors of theCompany consenting to the aforementioned contribution in kind, and the conclusion of a contract forallotment of restricted stock including the content set forth in item 3. below.
2. Total Number of Shares of Restricted Stock
The total number of shares of restricted stock, 25,000 shares, to be allotted to Directors (excluding
External Directors) of the Company shall be the maximum number of shares of restricted stock to be allottedin each fiscal year.
However, in the case of a share split (including a gratis allotment of shares of common stock of theCompany) or consolidation of shares relating to the common stock of the Company on or after the date of theresolution of this proposal, or in other cases equivalent to these cases when an adjustment to the total numberof shares of restricted stock to be allotted is necessary, the Company may adjust the total number of shares ofrestricted stock within reason.

- 12 -

3. Details of the Contract for Allotment of Restricted Stock
When allotting restricted stock, the contract for allotment of restricted stock that shall be concluded
between the Company and the Directors who will receive the allotment of restricted stock based on the
resolution of the Board of Directors of the Company, shall include the following details.

(1) Details of the Transfer Restrictions
For a period determined by the Board of Directors of the Company and lasting between three (3) andtwenty-five (25) years (hereinafter, the “transfer restriction period”), Directors receiving an allotment of
restricted stock shall not be able to transfer the restricted stock to a third party, establish a pledge on it, createa transferable security interest on it, gift it inter vivos, bequest it, or otherwise dispose of it in any way.
(2) Acquisition of Restricted Stock without Consideration
In the event that a Director who has received an allotment of restricted stock retires from the position of
Director of the Company on or after the day of the commencement of the transfer restriction period and until
the day prior to the date the first subsequent Annual General Meeting of Shareholders is held, the Company
shall, as a matter of course, acquire the restricted stock allotted to the Director (hereinafter, the “Allotted
Stock”) without consideration, excluding cases when the reason for retirement is because of the expiration of
his or her term of office, death, or other reasons recognized as fair by the Board of Directors of theCompany.
In addition, if there are shares among the Allotted Stock for which the transfer restrictions have not been
removed based on the grounds for the removal of transfer restrictions in the below item (3) as of the time thetransfer restriction period described in the above item (1) ends, then the Company shall, as a matter of course,
acquire these without consideration.
(3) Removal of Transfer Restrictions
The Company shall remove the transfer restrictions on all of the Allotted Stock when the transfer
restriction period ends, subject to the Director who received the allotment of restricted stock continuously
holding the position of Director of the Company from the day of the commencement of the transfer
restriction period until the day the first subsequent Annual General Meeting of Shareholders is held.
However, if the Director retires from the position of Director of the Company prior to the expiration of
the transfer restriction period owing to the expiration of his or her term of office, death, or any other reason
recognized as fair by the Board of Directors of the Company, as set forth in item (2) above, then the numberof shares of the Allotted Stock for which transfer restrictions shall be removed and the timing of the removalof transfer restrictions shall be adjusted as necessary within reason.
(4) Treatment of Organizational Restructuring, etc.
In the event of a merger agreement where the Company will be the disappearing company, a shareexchange agreement or share transfer plan where the Company shall become a wholly owned subsidiary, orother proposal relating to organizational restructuring etc. being approved at the General Meeting of
Shareholders during the transfer restriction period (however, this shall be the Board of Directors of theCompany in cases that do not require approval at the General Meeting of Shareholders in relation to theorganizational restructuring, etc.), the Company shall, by resolution of the Board of Directors, remove
transfer restrictions prior to the effective date of the organizational restructuring, etc. for a reasonably
determined number of shares of the Allotted Stock taking into consideration the period from the day of thecommencement of the transfer restriction period to the day of the approval of the organizational restructuring,etc.
In this case, immediately after the removal of transfer restrictions based on the above stipulations, theCompany shall, as a matter of course, acquire without consideration the Allotted Stock for which transfer
restrictions have still not been removed.

- 13 -

Proposal 4:

Continuation of the Response Measures to Large-Scale Purchases of the Company Shares(Takeover Defenses)

The Company initially introduced the “Response Measures to Large-Scale Purchases of the Company
Shares (Takeover Defenses)” at a meeting of the Board of Directors of the Company held on April 25, 2008,
and subsequently continued it after receiving shareholders’ approval at the 48th Annual General Meeting of
Shareholders held on June 27, 2008, and has most recently continued it by resolution at the 54th Annual
General Meeting of Shareholders held on June 27, 2014 (hereinafter, the “Current Plan”), but its effective
period is until the conclusion of this General Meeting of Shareholders. Taking into consideration such factors
as changes in social and economic trends since the continuation of the Current Plan, various trends
surrounding anti-takeover measures and the development of a variety of discussions, and the intent of thecorporate governance code, the Company has continued to consider how the Plan should be as an initiative
to protect and enhance the corporate value of the Company and shareholders’ common interests, including
the appropriateness of continuing it.
As a result of these considerations, at a meeting of the Board of Directors held on May 26, 2017, theCompany decided fundamentally to continue the Current Plan, subject to receiving the approval ofshareholders at this General Meeting of Shareholders (hereinafter, the policy after continuation shall bereferred to as “this Plan”), and hence submits this proposal.
The main changes to this Plan from the Current Plan are as follows.
1) The Company has made it such that members of the Independent Committee shall be elected fromamong External Directors independent from the management team engaging in the business execution of theCompany, External Audit & Supervisory Board Members, or external experts, and has added a provision to
the effect that being an External Director shall be a requirement for members of the Independent Committee.
2) The Company has made other amendments to wording and adjusted phrasing, etc.
I. Details of this Plan, to which Approval shall Apply
1. Objective of this Plan
This Plan is a continuation of the Current Plan as an initiative to prevent decisions regarding theCompany’s financial and business policies being controlled by persons that are inappropriate in light of the“Basic Policy Regarding Control of the Company.”
In the event of a large-scale purchase, etc. of the Company’s shares, the Board of Directors of theCompany believes that it is in line with corporate value and shareholders’ common interests to secure thenecessary information and time for shareholders to make an appropriate assessment, and to conduct
negotiations, etc. with the purchaser, etc. in accordance with certain reasonable rules, and has establishedcertain rules (hereinafter, the “Large-Scale Purchase Rules”) regarding the provision of information andsecuring time for consideration, etc. in the event of a large-scale purchase, as set forth below, and, as
anti-takeover measures that include policies to address cases when a large-scale purchase is conducted by aperson that is inappropriate in light of the “Basic Policy Regarding Control of the Company,” shall continue
the Current Plan as this Plan, subject to receiving the approval of shareholders at this General Meeting of
Shareholders. Please refer to Attachment 1 for an overview of this Plan.
2. Purchases of the Company’s Shares to which the Plan shall Apply
Purchases of the Company’s shares to which this Plan shall apply shall be purchases of the Company’s
share certificates, etc. (Note 3) where the objective is for a specified shareholder group (Note 1) to achieve avoting rights ratio (Note 2) of 20% or more, or purchases of the Company’s share certificates, etc. where thevoting rights ratio of the specified shareholder group shall be 20% or more as a result of the purchase (ineither case, this shall exclude those to which the Board of Directors of the Company has previously
consented; additionally, this shall apply regardless of the specific purchase method, such as market
transaction or tender offer; hereinafter, such a purchase shall be referred to as a “large-scale purchase,” and aperson conducting such a purchase shall be referred to as a “large-scale purchaser ”).
Note 1: A specified shareholder group refers to:(i) A holder (including a holder pursuant to Article 27-23, Paragraph (3) of the Financial Instruments andExchange Act; hereinafter the same shall apply) of the Company’s share certificates, etc. (refers to sharecertificates, etc. as provided for in Article 27-23, Paragraph (1) of the same), and any joint holders
thereof (refers to a joint holder as provided for in Article 27-23, Paragraph (5) of the same, and includes
persons deemed joint holders pursuant to Paragraph (6) of the same; hereinafter the same shall apply), or
alternatively;- 14 -

(ii) A person conducting a purchase, etc. (refers to a purchase, etc. as provided for in Article 27-2, Paragraph(1) of the same, and includes those conducted on financial instruments exchange markets) of theCompany’s share certificates, etc. (refers to share certificates, etc. as provided for in Article 27-2,
Paragraph (1) of the same), and any specially related parties thereof (refers to a specially related party as
provided for in Article 27-2, Paragraph (7) of the same).
Note 2: The voting rights ratio refers to:(i) In cases when the specified shareholder group falls under item (i) described in Note 1, the ownership
ratio of share certificates, etc. of the holder (refers to the ownership ratio of share certificates, etc. asprovided for in Article 27-23, Paragraph (4) of the Financial Instruments and Exchange Act; in this case,the number of share certificates, etc. held (refers to the number of share certificates, etc. held as provided
for in the same paragraph; hereinafter the same shall apply) of any joint holders of the holder shall also
be aggregated), or alternatively;(ii) In cases when the specified shareholder group falls under item (ii) described in Note 1, the total
ownership ratio of share certificates, etc. (refers to the ownership ratio of share certificates, etc. asprovided for in Article 27-2, Paragraph (8) of the same) of the large-scale purchaser and any speciallyrelated parties thereof.
When calculating the each voting rights ratio, the most recently submitted annual securities report,
quarterly securities report, or share buyback report may be referred to for the total number of voting
rights (as provided for in Article 27-2, Paragraph (8) of the same) and the total number of issued shares(as provided for in Article 27-23, Paragraph (4) of the same).
Note 3: Share certificates, etc. refers to share certificates, etc. as provided for in Article 27-23, Paragraph (1)of the Financial Instruments and Exchange Act or Article 27-2, Paragraph (1) of the same.
3. Establishment of the Independent Committee
The Board of Directors of the Company shall make the final judgment regarding whether or not theLarge-Scale Purchase Rules have been complied with, and, even in cases when the Large-Scale Purchase
Rules have been complied with, whether or not to take countermeasures because the large-scale purchasewill significantly harm the corporate value of the Company and shareholders’ common interests, but in orderto ensure this Plan is appropriately implemented, to prevent arbitrary judgments by the Board of Directors,
and to ensure the objectivity and reasonableness of those judgments, an Independent Committee shall beestablished based on the Independent Committee Regulations, as in the Current Plan (see Attachment 2 foran overview of the Independent Committee Regulations). The Independent Committee shall have three (3) ormore members, and in order to make fair and neutral judgment possible, they shall be elected from among
External Directors who are independent of the business execution of the Company, External Audit &Supervisory Board Members, and external experts (Note). For the members of the Independent Committee
after the continuation of this Plan, the Company plans to newly appoint Mr. Seishi Kasai and Mr. Atsushi
Shigeta, who are scheduled to be appointed as External Audit & Supervisory Board Members, in addition to
Mr. Mitsuru Ichikawa, who is an External Audit & Supervisory Board Member and is currently a member of
the Independent Committee. (See Attachment 3 for details of their past experience.)
Prior to the activation of countermeasures, the Board of Directors of the Company shall consult with the
Independent Committee regarding the appropriateness of activating countermeasures, and the Independent
Committee shall issue a recommendation to the Board of Directors of the Company regarding whether or not
circumstances are such that countermeasures may be activated, after carefully evaluating and considering thelarge-scale purchase from the perspective of enhancing the corporate value of the Company andshareholders’ common interests. The Board of Directors of the Company shall make a decision regarding theactivation of countermeasures while respecting the recommendation of the Independent Committee to the
maximum extent possible. Appropriate public disclosure shall be made of an overview of the content of therecommendation of the Independent Committee.
Furthermore, in order to ensure that the assessment of the Independent Committee contributes to thecorporate value of the Company and shareholders’ common interests, the Independent Committee may
acquire as necessary, at the Company’s expense, the advice of independent third-party, external experts(financial advisers, certified public accountants, attorneys, consultants, and other experts), etc.
Note: An external expert refers to a corporate manager with a record of achievements, a former employee
of a government agency, an attorney, a certified public accountant, an academic expert, or other equivalent
person.

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4. Overview of the Large-Scale Purchase Rules(1) Advance Submission of Letter of Intent to the Company by the Large-Scale Purchaser
In the event that a large-scale purchaser attempts to conduct a large-scale purchase, the large-scalepurchaser shall first submit to the Board of Directors of the Company a Letter of Intent written in Japaneseand containing content including those indicated below, including a legally binding pledge to comply with
the Large-Scale Purchase Rules, ahead of the large-scale purchase and the large-scale purchase proposal, andin the format set forth by the Company.
Furthermore, the Letter of Intent and all other documents submitted to the Company by the large-scalepurchaser shall be written in Japanese.
(a) Name and address of the large-scale purchaser;(b) Governing law of incorporation;(c) Name of representative;(d) Contact details within Japan;(e) Overview of the large-scale purchase proposed;(f) Pledge to comply with the Large-Scale Purchase Rules set forth in this Plan.
If the Board of Directors of the Company receives a Letter of Intent from the large-scale purchaser, theCompany shall promptly make public disclosure of that fact and, as necessary, of its contents.
(2) Submission of Necessary Information from the Large-Scale Purchaser
Within ten (10) business days after the day of receipt of the Letter of Intent containing all of theinformation in the above 4.(1), items (a) to (f), the Board of Directors of the Company shall issue a
document (hereinafter, the “Necessary Information List”) to the large-scale purchaser describing information
regarding the large-scale purchase (hereinafter, the “necessary information”), and the large-scale purchaser
shall submit a document providing the necessary information in Japanese to the Board of Directors of theCompany, in accordance with the Necessary Information List.
The general items in the necessary information shall be as follows. The specific details thereof shall differ
according to the attributes of the large-scale purchaser and the details of the large-scale purchase, but in allcases, it shall be limited to a range that is necessary and sufficient for shareholders to make an assessment
and the Board of Directors of the Company to form an opinion.
(a) Details of the large-scale purchaser and their group (including joint holders, specially related parties,
members (in the case of funds) and other constituent members) (including name, business contents,
past experience or history, capital structure, financial details, and information relating to experience inbusinesses of the same type as those of the Company and its Group companies, etc.);(b) Objective, method, and details of the large-scale purchase (including the amount and type of
consideration for the large-scale purchase, timing of the large-scale purchase, structure of relatedtransactions, the legality of the method of large-scale purchase, and the feasibility of the large-scalepurchase and related transactions, etc.);(c) Calculation basis for the purchase consideration for the Company’s shares in the large-scale purchase(including facts that serve as assumptions for the calculation, calculation method, numerical data usedin the calculation, and details of any synergies expected to arise as a result of transactions related to
the large-scale purchase);(d) Backing for funds for the large-scale purchase (including the specific name of the provider of funds(including de facto providers), the method of raising funds, and the details of related transactions);(e) Expected candidates for officers of the Company or its Group companies after the completion of thelarge-scale purchase (including information relating to experience in businesses of the same type as
those of the Company and its Group companies, etc.), management policy, business plans, financial
plans, capital policy, dividend policy, asset utilization policy, etc.;(f) Whether there will be changes in relationships between the Company and its Group companies andthe customers of the Company and its Group companies, business partners, employees, and otherstakeholders after the completion of the large-scale purchase, and the details thereof.

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The Board of Directors of the Company may establish a deadline for the provision of information by thelarge-scale purchaser as necessary, from the perspective of ensuring the prompt implementation of theLarge-Scale Purchase Rules. However, this deadline may be extended if there is a request for extension fromthe large-scale purchaser based on reasonable grounds.
Furthermore, if, as a result of the Board of Directors of the Company examining the necessary
information initially submitted based on the above, the necessary information is believed to be insufficient as
information for the evaluation and consideration of the large-scale purchase, the Board of Directors of theCompany may request the submission of additional information from the large-scale purchaser until thenecessary information is compiled, after establishing an appropriate and reasonable deadline.
If the Board of Directors of the Company judges that all the necessary and sufficient information forevaluating and considering the large-scale purchase has been submitted by the large-scale purchaser, theCompany shall dispatch notification to that effect to the large-scale purchaser, submit the necessary
information to the Independent Committee, and make public disclosure to that effect.
In addition, even after the Board of Directors of the Company has requested the submission of additional
necessary information, if there is a reasonable explanation from the large-scale purchaser to the effect thatthe submission of a certain portion of this information is difficult, the Board of Directors of the Company
may end negotiations, etc. relating to the submission of information with the large-scale purchaser even if all
the necessary information requested by the Board of Directors of the Company has not been compiled, andcommence the evaluation and consideration of the Board of Directors as described in item (3) below.
The necessary information submitted to the Board of Directors of the Company shall be submitted to the
Independent Committee and additionally, if it is recognized as necessary for shareholders’ assessment, shallbe publicly disclosed in its entirety or in part, at a time judged to be appropriate by the Board of Directors of
the Company.
(3) Evaluation and Consideration of the Necessary Information by the Board of Directors of the Company, etc.
In accordance with the difficulty of evaluating the large-scale purchase, etc., after the completion of thesubmission of necessary information to the Board of Directors of the Company by the large-scale purchaser,
the Board of Directors of the Company shall establish a period of up to 60 days in the case of a purchase of
all of the Company’s shares by tender offer where the consideration is cash (Japanese yen) only, or up to 90
days for other large-scale purchases, for evaluation, consideration, negotiation, opinion forming, and theformulation of alternative proposals by the Board of Directors of the Company (hereinafter, the “Board of
Directors’ study period”).
During the Board of Directors’ study period, the Board of Directors of the Company shall sufficiently
evaluate and consider the necessary information submitted, while receiving advice as necessary fromindependent third-party, external experts (financial advisers, certified public accountants, attorneys,
consultants, and other experts), etc., and carefully formulate an opinion as the Board of Directors of theCompany while respecting the recommendation of the Independent Committee to the maximum extent
possible, and shall make public disclosure thereof. In addition, the Board of Directors of the Company may
negotiate improvements in the terms of the large-scale purchase with the large-scale purchaser as necessary,and present an alternative proposal to shareholders.
5. Policy to Address Cases when a Large-Scale Purchase is Conducted(1) If the Large-Scale Purchaser does not comply with the Large-Scale Purchase Rules
If the large-scale purchaser does not comply with the Large-Scale Purchase Rules, then regardless of thespecific purchase method, the Board of Directors of the Company may resist the large-scale purchase bytaking countermeasures recognized in the Companies Act, other laws and regulations, and the Articles ofIncorporation of the Company, such as the gratis allotment of subscription warrants, with the aim ofprotecting the corporate value of the Company and shareholders’ common interests.
Furthermore, when assessing whether or not the Large-Scale Purchase Rules have been complied with,the circumstances of the large-scale purchaser shall also be sufficiently considered to a reasonable extent,
and at the very least, it shall not be recognized that the Large-Scale Purchase Rules have not been compliedwith based solely on the failure to submit part of the necessary information.

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(2) If the Large-Scale Purchaser has complied with the Large-Scale Purchase Rules
If the large-scale purchaser has complied with the Large-Scale Purchase Rules, then even if the Board of
Directors of the Company is opposed to the large-scale purchase, its actions shall be limited to persuading
shareholders, such as expressing an opinion opposing the purchase proposal or presenting an alternative
proposal, and in principle, it shall not take countermeasures against the large-scale purchase. Shareholders
shall assess whether or not to accept the purchase proposal of the large-scale purchaser, taking into
consideration such factors as the purchase proposal and the opinion presented by the Company regarding thepurchase proposal, and any alternative proposals.
However, even if the Large-Scale Purchase Rules are complied with, if the Board of Directors of theCompany judges that the large-scale purchase will significantly harm the corporate value of the Company
and shareholders’ common interests, for example, if it falls under any of the below categories (a) to (i), andas a result will cause harm to the Company from which it will be difficult to recover, the Board of Directorsof the Company may, as an exception, decide to activate countermeasures as described in the above item (1),within a necessary and appropriate range in order to protect the corporate value of the Company andshareholders’ common interests.
(a) Cases when it is judged that a purchase of the Company’s shares is being conducted with theobjective of simply increasing the share price and forcing parties related to the Company to purchasethose shares at a high price, with no intention to truly participate in the management of the Company(a so-called “Greenmailer”);(b) Cases when it is judged that a purchase of the Company’s shares is being conducted with theobjective of implementing so-called scorched earth management, such as temporarily taking controlof the management of the Company and forcing the transfer of rights to intellectual property,
expertise, confidential corporate information, main business partners or customers, etc. that arenecessary for the management of the businesses of the Company or its Group companies to thelarge-scale purchaser or its group companies, etc.;(c) Cases when it is judged that a purchase of the Company’s shares is being conducted with a plan totake control of the management of the Company and subsequently use the assets of the Company or
its Group companies as collateral for the debt of the large-scale purchaser or its group companies, etc.,
or as repayment funds;(d) Cases when it is judged that a purchase of the Company’s shares is being conducted with theobjective of temporarily taking control of the management of the Company and forcing the disposal
by sale, etc. of real estate, marketable securities or other high value assets, etc. that are notimmediately related to the businesses of the Company or its Group companies, and using the proceedsof the disposal to force the payment of a temporarily high dividend, or take advantage of the sudden
increase in the share price caused by the temporarily high dividend to sell the Company’s shares at ahigh price;(e) Cases when it is judged that there is a risk that the method of purchasing the Company’s sharespresented by the large-scale purchaser may restrict the opportunity or freedom of shareholders tomake an assessment, and effectively force shareholders to sell the Company’s shares, such as aso-called Audit & Supervisory Board Member (refers to a purchase of shares by tender offer, etc.
when not all of the Company’s shares are solicited for purchase in the initial purchase, andunfavorable purchase terms are established for the second stage, or the terms are not made clear);(f) Cases when it is judged that the purchase terms for the Company’s shares presented by the large-scalepurchaser are considerably insignificant or inappropriate in light of the corporate value of theCompany and shareholders’ common interests (including, but not limited to, the type and amount ofpurchase consideration, the calculation basis for the amount, the specific details of other terms, thelegality or illegality, and feasibility);(g) Cases when it is judged that the post-purchase management policies, etc. for the Company by thelarge-scale purchaser are insufficient or inappropriate, and therefore there is a risk that the businessgrowth or stability of the Company or its Group companies may be impeded, and cause significant
harm to corporate value or shareholders’ common interests;(h) Cases when it is judged that the corporate value of the Company and shareholders’ common interests
will be significantly harmed owing to, for example, harm to relationships with customers, business
partners, employees, persons related to local communities, and other stakeholders that are essential
for realizing a sustainable increase in the corporate value of the Company or its Group companies as aresult of the acquisition of control by the large-scale purchaser;(i) Cases when it is judged that the large-scale purchaser is considerably inappropriate as a controllingshareholder of the Company from the perspective of public order and good morals.

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(3) Resolution of the Board of Directors and Holding of a General Meeting of Shareholders
When assessing the appropriateness of activating countermeasures as described in items (1) and (2) above,
the Board of Directors of the Company shall make a resolution regarding whether to activate or not activate
countermeasures, etc. as a body under the Companies Act, after sufficiently considering the necessity andappropriateness, etc. of countermeasures, while respecting the recommendation of the Independent
Committee to the maximum extent possible.
The Board of Directors of the Company shall select the specific countermeasure that it judges to be mostappropriate at that point in time. As one specific countermeasure, for example, an overview of a case whenthe Board of Directors of the Company conducts a gratis allotment of subscription warrants shall be as
described in Attachment 4, in principle. However, when actually conducting a gratis allotment ofsubscription warrants, the Company may establish an exercise period and other exercise conditions taking
into consideration its effect as a countermeasure, such as making it an exercise condition of the subscription
warrants that the holder does not belong to a specified shareholder group with a voting rights ratio equal toor above a certain ratio.
In addition, if the Independent Committee makes a recommendation regarding the activation ofcountermeasures and requests the holding of a General Meeting of Shareholders for a resolution on
activation, the Board of Directors of the Company may establish a period of up to 60 days as a time forshareholders to sufficiently consider whether to approve the activation of countermeasures under this Plan
(hereinafter, the “Shareholder Consideration Period”), and hold a General Meeting of Shareholders of theCompany during this Shareholder Consideration Period.
If the Board of Directors of the Company makes a resolution to hold a General Meeting of Shareholders
and determine a record date, then the Board of Directors’ study period shall end on such day and it shallimmediately move to the Shareholder Consideration Period.
When holding the General Meeting of Shareholders, the Board of Directors of the Company shall deliver
to shareholders, together with the Notice of the General Meeting of Shareholders, documents containing thenecessary information submitted by the large-scale purchaser, the opinion of the Board of Directors of theCompany regarding the necessary information, any alternative proposal by the Board of Directors of theCompany, and any other matters judged to be appropriate by the Board of Directors of the Company, andshall make timely, appropriate disclosure to that effect.
In the event that a resolution is made at a General Meeting of Shareholders regarding the activation or
non-activation of countermeasures, the Board of Directors of the Company shall comply with the resolutionof the General Meeting of Shareholders. In the event that the General Meeting of Shareholders resolves toreject the activation of countermeasures, the Board of Directors of the Company shall not activate
countermeasures.
In addition, the Shareholder Consideration Period shall end at the conclusion of the General Meeting of
Shareholders, and the Company shall make timely, appropriate disclosure of the result of the General
Meeting of Shareholders after the resolution.
(4) Large-Scale Purchase Waiting Period
If there is no Shareholder Consideration Period, the period from the day the Letter of Intent described in
the above item 4. (1) “Advance Submission of Letter of Intent to the Company by the Large-Scale
Purchaser” is submitted to the Board of Directors of the Company until the end of the Board of Directors’
study period shall be the Large-Scale Purchase Waiting Period (if there is a Shareholder Consideration
Period, it shall be the period until the end of both the Board of Directors’ study period and the Shareholder
Consideration Period). Additionally, during the Large-Scale Purchase Waiting Period, the large-scalepurchase may not be conducted.
Therefore, the large-scale purchase may only commence after the Large-Scale Purchase Waiting Period
has passed.

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(5) Suspension of the Activation of Countermeasures, etc.
After a resolution has been made to take specific countermeasures either by the Board of Directors of theCompany or a General Meeting of Shareholders, as described in the above item (3), if the large-scalepurchaser withdraws from or changes the large-scale purchase, etc., and the Board of Directors of theCompany judges that the activation of countermeasures is not appropriate, it may suspend the activation ofcountermeasures, etc., while respecting the opinion or recommendation of the Independent Committee to the
maximum extent possible.
For example, in cases when a gratis allotment of subscription warrants is conducted as a countermeasure,if the Board of Directors of the Company judges that the activation of countermeasures is not appropriate,such as when the large-scale purchaser withdraws from or changes the large-scale purchase, even after there
has been a resolution to conduct the gratis allotment, or after it has been conducted, then the Board of
Directors of the Company may suspend the activation of countermeasures with the recommendation of the
Independent Committee, by canceling the gratis allotment of subscription warrants during the period until
the day before the effective date of the subscription warrants, or by the Company acquiring the subscription
warrants without consideration after the gratis allotment of subscription warrants and until the day before thestart of the exercise period (shareholders’ subscription warrants shall be extinguished by the Company
acquiring them without consideration).
If suspending the activation of countermeasures, etc., the Company shall make timely and appropriate
disclosure of such decision in accordance with laws and regulations and the listing regulations, etc. of thefinancial instruments exchanges where the Company is listed.
6. Commencement of this Plan, Effective Period, Continuation and Abolition
This Plan shall become effective from the day of resolution at this General Meeting of Shareholders, andits effective period shall be until the conclusion of the 60th Annual General Meeting of Shareholders of theCompany to be held by June 30, 2020.
However, even after the continuation of this Plan is approved at this General Meeting of Shareholders andtaking effect, if 1) a resolution is made at a General Meeting of Shareholders of the Company to abolish thisPlan, or 2) a resolution is made by the Board of Directors of the Company to abolish this Plan, then it shallbe abolished at that time.
In addition, even during the effective period of this Plan, the Board of Directors of the Company may
review it as needed from the perspective of enhancing corporate value and shareholders’ common interests,
and may make amendments to this Plan with the approval of the General Meeting of Shareholders. In thisway, if the Board of Directors of the Company makes a decision regarding the continuation, amendment, or
abolition, etc. of this Plan, it shall promptly make public disclosure of the contents thereof.
Furthermore, even during the effective period of this Plan, if laws and regulations relevant to this Plan orlisting regulations for financial instruments exchanges where the Company is listed, etc. are newly
established, revised, or abolished, and it is appropriate to reflect those changes, or in such cases as when it isappropriate to correct words and phrases owing to mistakes, etc., the Board of Directors of the Company
may correct or amend this Plan with the consent of the Independent Committee as necessary, provided itdoes not disadvantage shareholders.
II. Supplementary Explanation
While the details of this Plan are as described in item I. above, 1) the impact on shareholders, etc., and 2)
the reasonableness of this Plan are as follows. The Company requests that shareholders consider these points
and approve this proposal.

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1. Impact on Shareholders of this Plan, etc.
(1) Impact on Shareholders of the Large-Scale Purchase Rules, etc.
The objective of the Large-Scale Purchase Rules is to ensure the necessary information for shareholders
to make an assessment of whether or not to accept the large-scale purchase, and to ensure opportunities for
the Board of Directors of the Company, who are responsible for the management of the Company, to provide
an opinion, and for shareholders to be presented with alternative proposals. As a result, it shall be possible
for shareholders to make an appropriate judgment regarding whether or not to accept the large-scalepurchase based on sufficient information and proposals, and we believe that this shall help protect thecorporate value of the Company and shareholders’ common interests. Therefore, we believe that theestablishment of the Large-Scale Purchase Rules is a prerequisite for shareholders to make an appropriate
judgment, and that it will contribute to shareholder interests.
Furthermore, as described in the above item 5., the Company’s policy for addressing a large-scalepurchase shall differ according to whether or not the large-scale purchaser has complied with the Large-Scale
Purchase Rules, etc., so shareholders are asked to be aware of the behavior of the large-scale purchaser.
(2) Impact on Shareholders when Countermeasures are Activated
In cases when the large-scale purchaser has not complied with the Large-Scale Purchase Rules, or even incases when the Large-Scale Purchase Rules have been complied with, if it is judged that the large-scalepurchase will significantly harm the corporate value of the Company and shareholders’ common interests,
for example, by causing harm to the Company that it will be difficult to recover from, the Board of Directorsof the Company may take countermeasures as recognized in the Companies Act and other laws andregulations and the Articles of Incorporation of the Company, such as a gratis allotment of subscription
warrants, with the objective of protecting the corporate value of the Company and shareholders’ common
interests. Due to the structure of the countermeasures, the Company does not expect any circumstances toarise where shareholders may suffer any particular loss in terms of legal rights and from economic
perspective (excluding large-scale purchasers who do not comply with the Large-Scale Purchase Rules andlarge-scale purchasers who conduct large-scale purchases that would harm the interests of the Company’s
shareholders as a whole, such as causing harm to the Company from which it will be difficult to recover).
If the Board of Directors of the Company decides to take specific countermeasures, the Company shallmake timely and appropriate disclosure in accordance with laws and regulations and the listing regulations of
the financial instruments exchanges where the Company is listed, etc.
As one countermeasure, for example, if implementing a gratis allotment of subscription warrants, there
shall be no need for shareholders to complete procedures for application or payment, etc., as shareholders
shall be allotted subscription warrants without any need to apply, and the Company shall take procedures toacquire the subscription warrants, so shareholders shall receive the Company’s shares as consideration for
the acquisition of the subscription warrants by the Company without paying an amount equivalent to theexercise price of the subscription warrants. However, in this case the Company may require that shareholders
receiving an allotment of subscription warrants separately submit a document in a format prescribed by theCompany pledging that they are not the large-scale purchaser, etc.
Furthermore, even after the allotment date of the subscription warrants and the subscription warrants
becoming effective, the Company may cancel the allotment of subscription warrants or acquire thesubscription warrants without consideration without delivering shares in the Company for the subscription
warrants until the day before the start date of the exercise period of the subscription warrants, owing to suchcircumstances as, for example, the large-scale purchaser withdrawing from the large-scale purchase. In thesecases, shareholders or investors that have conducted a sale, etc. after the shareholders who will receive a
gratis allotment of subscription warrants have been confirmed (on or after the ex-rights date) based on theassumption that the value per share will be diluted may suffer a commensurate loss owing to fluctuations inthe share price.

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2. Rationality of this Plan (this Plan is in accordance with the Basic Policy Regarding Control of theCompany, is in line with the corporate value of the company and shareholders’ common interests, andits objective is not to maintain the positions of the officers of the Company)(1) Satisfying the Requirements of the Guidelines Regarding Takeover Defense
This Plan fulfills the three principles set forth in the “Guidelines Regarding Takeover Defense for the
Purpose of Protection and Enhancement of Corporate Value and Shareholder’s Common Interests”
announced by the Ministry of Economy, Trade and Industry and the Ministry of Justice on May 27, 2005 (theprinciple of protecting and enhancing corporate value and the interests of shareholders as a whole, theprinciple of prior disclosure and shareholder’ will, and the principle of ensuring the necessity andreasonableness).
In addition, this Plan also takes into consideration the contents of the “Takeover Defense Measures inLight of Recent Environmental Changes” report announced on June 30, 2008 by the Corporate Value Study
Group which is established by the Ministry of Economy, Trade and Industry, and “Principle 1.5
Anti-Takeover Measures” of “Corporate Governance Code” announced by the Tokyo Stock Exchange onJune 1, 2015.
(2) Being Continued with the Objective of Protecting and Enhancing Shareholders’ Common Interests
As described in the above item I. 1. “Objective of this Plan,” this Plan is being continued with theobjective of protecting the corporate value of the Company and shareholders’ common interests, by ensuring
the necessary information and time for shareholders to assess whether to accept a large-scale purchase in theevent that a large-scale purchase, etc. of the Company’s shares is conducted, or for the Board of Directors of
the Company to present an alternative proposal, and making it possible to conduct negotiations, etc. with thepurchaser, etc. on behalf of shareholders.
(3) Reflecting Shareholders’ Will
This Plan is subject to the approval of shareholders at the General Meeting of Shareholders, and as theCompany plans to ask the will of shareholders regarding this Plan at this General Meeting of Shareholders,shareholders’ intentions shall be reflected.
In addition, after the continuation of this Plan, if a resolution to abolish this Plan is made at a General
Meeting of Shareholders of the Company, even during the effective period, this Plan shall be abolished atthat time, and thus the intention of shareholders shall be reflected.
(4) Emphasizing the Judgment of Highly Independent External Persons
As described in the above item I. 5. “Policy to Address Cases when a Large-Scale Purchase isConducted,” for the activation of countermeasures under this Plan, an Independent Committee comprising
members independent from the management team engaging in the business execution of the Company shallbe consulted and its recommendation shall be respected to the maximum extent possible, and therefore
procedures are ensured to secure the transparent implementation of this Plan in a way that contributes to thecorporate value of the Company and shareholders’ common interests.
(5) Not Dead-Hand Type Anti-Takeover Measure or Slow-Hand Type Anti-Takeover MeasureThis Plan may be abolished by the Board of Directors, which comprises Directors elected at the General
Meeting of Shareholders of the Company. Therefore, this Plan is not a dead-hand type anti-takeover measure(an anti-takeover measures whose activation cannot be prevented even if a majority of the members of theBoard of Directors are replaced).
In addition, as the Company sets the term of office of Directors at one (1) year, this Plan is not aslow-hand type anti-takeover measure (an anti-takeover measure whose activation requires time to prevent as
Directors cannot all be replaced at the same time).
The Company does not add any requirements for resolutions for the dismissal of Directors, such as
requiring a special resolution.
(END)- 22 -

(Attachment 1)

Overview of this Plan
Flowchart in the event of large-scale purchase commencement

Large-scale purchaser

Complies with Large-Scale Purchase Rules

Does not comply with Large-Scale Purchase Rules
Commences the large-scale purchase which does not comply
with the rules set forth in this Plan

Large-Scale Purchase Rules

Letter of Intent not submitted

Submission of Letter of Intent by large-scale purchaser

Submission of Necessary Information List
from Board of Directors(Within 10 business days after the day of receipt of the Letter ofIntent)Submission of Necessary Information
Necessary Information not submitted

by large-scale purchaser

Board of Directors’ study period

There is a reasonable explanation for

Up to 60 or 90 days

information cannot be submitted

why a portion of the necessary

・ Evaluation and consideration of thePurchase before the end of the evaluation period

purchase proposal
・ Formulation of alternative proposal
・ Negotiation with large-scalepurchaser

Consultation

Independent

Consultation

Board of

Recommendation

Committee

Recommendation

Directors

If there is significant
harm to corporate value

Judgment on activationand shareholders’common interests
Judgment not to activate in principle

If a General Meeting of Shareholders is held

Shareholder Consideration
PeriodUp to 60 days

Judgment by shareholders at General
Meeting of Shareholders
RejectNon-activation ofcountermeasures↓
Judgment by shareholders

Judgment on activation by the Board of Directors

Approve

Activation of countermeasures(Note) This chart shows the flow of the representative procedures, in order to aid understanding of this Plan, and does notnecessarily show all procedures. Please refer to the text for details.

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(Attachment 2)
Overview of the Independent Committee Regulations
・ The Independent Committee shall be established by resolution of the Board of Directors of the Company.
・ There shall be three (3) or more members in the Independent Committee, and in order to make fair andneutral assessments possible, they shall be elected based on a resolution of the Board of Directors of theCompany from among persons who are External Directors independent from the management teamengaging in the business execution of the Company, External Audit & Supervisory Board Members, orexternal experts (corporate managers with a record of achievements, former employees of government
agencies, attorneys, certified public accountants, academic experts, or other equivalent persons).
・ In principle, the Independent Committee shall issue recommendations of the details of its decisions
together with the reasons and grounds thereof to the Board of Directors of the Company, in regard tomatters about which it has been consulted by the Board of Directors of the Company, such as assessing
whether the large-scale purchaser has complied with the Large-Scale Purchase Rules, assessing whether
the large-scale purchase may be recognized as significantly harming the corporate value of the Company
or shareholders’ common interests, assessing whether to activate or not activate countermeasures, andassessing whether to suspend countermeasures that have been activated. Each member of the Independent
Committee shall make these decisions from the perspective of whether or not it contributes to the corporate
value of the Company and shareholders’ common interests.
・ The Independent Committee may, as necessary and at the Company’s expense, obtain the advice ofindependent, third-party experts (financial advisers, certified public accountants, attorneys, consultants,
and other experts), etc.
・ Resolutions of the Independent Committee shall be made by a majority of the members present.
(END)- 24 -

(Attachment 3)
Career Summary of the Members of the Independent Committee
The Company plans to appoint the following three (3) persons as members of the Independent Committee
after the continuation of this Plan.
Mitsuru Ichikawa
Career summary
November 1992
Passed the National Bar Examination
March 1995
Registered as Attorney (present position)
June 2014
External Audit & Supervisory Board Member of the Company (present position)
There is no special interest between Mr. Mitsuru Ichikawa and the Company.
The Company has appointed External Audit & Supervisory Board Member Mr. Mitsuru Ichikawa asan Independent Officer and submitted a notification of his appointment to the financial instruments
exchange where the Company is listed.
Seishi Kasai
Career summary
April 1974
November 1998

Joined The Kyowa Bank, Ltd. (currently Resona Bank, Limited)
General Manager, Sales Department 1 of the Head Office of The Asahi Bank, Ltd.
(currently Resona Bank, Limited)
April 2001
General Manager in charge of Accounting Division of Clarion Co., Ltd.
June 2001
Director, General Manager of Accounting Division of Clarion Co., Ltd.
June 2006
General Manager in charge of Management Promotion Division of Clarion Co.,Ltd.
April 2009
General Manager of Management Promotion Division of Clarion Co., Ltd.
June 2010
Director, General Manager of Management Promotion Division of Clarion Co.,
Ltd. and in charge of mainly European Region
April 2012
Director in charge of CSR of Clarion Co., Ltd.
June 2012
Full-time Audit & Supervisory Board Member of Clarion Co., Ltd.
June 2016
Director, Chairman of the Audit Committee (full-time) of Clarion Co., Ltd.
(present position)
Mr. Seishi Kasai is a candidate for External Audit & Supervisory Board Member of the Company,
and if his election is approved at this General Meeting of Shareholders, the Company plans to appoint
him as an External Audit & Supervisory Board Member of the Company.
There is no special interest between Mr. Seishi Kasai and the Company.

Atsushi Shigeta
Career summary
April 1979
April 2008

Joined The Fuji Bank, Limited (currently Mizuho Bank, Ltd. (MHBK))Managing Executive Officer, officer in charge of sales of Mizuho Corporate Bank
(currently MHBK)
April 2009Managing Executive Officer, supervising officer of Global Transaction Unit, IT &System Group and Administration Group of Mizuho Corporate Bank
April 2010
Director of Mizuho Corporate BankMay 2010
Senior Managing Director of Tobu Department Store Co., Ltd.
May 2011
Representative Director and Senior Managing Executive Officer of Tobu
Department Store Co., Ltd.
April 2013
President and Representative Director of Tobu Department Store Co., Ltd.
June 2015
Retired as Director of Tobu Department Store Co., Ltd
June 2015
Substitute Auditor of KYB Corporation (present position)
June 2015
President and Representative Director of Tobu Hotel Management Co., Ltd.
(present position)
March 2016
Audit & Supervisory Board Member of Tokyo Tatemono Real Estate Sales Co.,
Ltd. (present position)
Mr. Atsushi Shigeta is a candidate for External Audit & Supervisory Board Member of the Company,
and if his election is approved at this General Meeting of Shareholders, the Company plans to appoint
him as an External Audit & Supervisory Board Member of the Company.
There is no special interest between Mr. Atsushi Shigeta and the Company.
- 25 -

(Attachment 4)
Overview of the Gratis Allotment of Subscription warrants

1. Shareholders Eligible for the Gratis Allotment of Subscription warrants and Method of Allotment
The Company shall allot subscription warrants at a ratio of one (1) per share of common stock of theCompany held (however, this excludes common stock of the Company held by the Company) without
requiring new payment, to shareholders recorded in the final shareholder register on the allotment date
determined by the Board of Directors of the Company.
2. Type and Number of Shares Underlying the Subscription warrants
The type of stock underlying the subscription warrants shall be the Company’s common stock, and thenumber of shares underlying each stock acquisition right shall be one (1) share. However, the necessary
adjustments shall be made if the Company conducts a share split or consolidation of shares.
3. Total Number of Subscription warrants to be Allotted to Shareholders
The maximum number of subscription warrants shall be the total number of authorized shares of theCompany on the allotment date determined by the Board of Directors of the Company minus the total
number of issued shares of common stock of the Company (however, this excludes common stock of theCompany held by the Company). The Board of Directors of the Company may allot subscription warrants
over multiple occasions.
4. Property to be Contributed when Exercising Subscription warrants and the Value Thereof
The property to be contributed when exercising the subscription warrants shall be cash, and the amountshall be an amount determined by the Board of Directors of the Company of one (1) yen or more.
Furthermore, if the Board of Directors of the Company decides to acquire the subscription warrants, it may
deliver new shares to shareholders as consideration for the acquisition of the subscription warrants by theCompany, without requiring the payment of an amount of money equivalent to the exercise price.
5. Transfer Restrictions on Subscription warrants
The acquisition of subscription warrants by transfer shall require the approval of the Board of Directorsof the Company.
6. Exercise Conditions on Subscription warrants
The Company shall establish exercise conditions such as the holder not being a person belonging to a
specified shareholder group with a voting rights ratio of 20% or more (however, this excludes persons who
have previously received the consent of the Board of Directors of the Company). The Board of Directors of
the Company shall separately determine the details.
7. Subscription warrants Exercise Period, etc.
The Board of Directors of the Company shall separately determine the day that the allotment ofsubscription warrants comes into effect, the exercise period, acquisition provisions, and other necessary
matters. Furthermore, the Company may establish acquisition provisions to the effect that the Company canacquire subscription warrants held by persons other than those for whom the exercise of the subscription
warrants is not permitted owing to the exercise conditions described in the above item 6., and deliver anumber of shares of common stock of the Company separately determined by the Board of Directors of theCompany for each stock acquisition right, or acquire the subscription warrants without consideration, andwithout delivering shares in the Company for the subscription warrants.

- 26 -