These documents have been translated from apart of Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translations.

(Securities code: 6800)
June 6, 2017
To Shareholders with Voting Rights:
Takayuki Tokuma
Representative Director, President
and Executive Officer
Yokowo Co., Ltd.
5-11, Takinogawa 7-chome,
Kita-ku, Tokyo, JapanNOTICE OF THE 79TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders,
You are cordially invited to attend the 79th Ordinary General Meeting of Shareholders of Yokowo Co., Ltd.
(the "Company"). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you may exercise your voting rights by either of the following
methods. Please read the Reference Documents for the General Meeting of Shareholders (describedhereinafter) and exercise your voting rights by 5:40 p.m. on Wednesday, June 28, 2017 Japan time.
[If you wish to exercise your voting rights by postal mail (in writing)]
Please indicate your vote for or against each Proposal on the enclosed Voting Rights Exercise Form andsend it back so that it is received by the aforementioned exercise deadline.
[If you wish to exercise your voting rights via the Internet]
Please access the voting website (http://www.evote.jp), use the “log-in ID” and “temporary password”
presented on the enclosed Voting Rights Exercise Form and enter your vote for or against each Proposal byfollowing the instructions displayed on the screen.
1. Date and Time:Thursday, June 29, 2017 at 10:00 a.m. JST

2. Venue:

1st floor Main Hall at Kita-ku Takinogawa Kaikan, located at 23-3, Nishigahara
1-chome, Kita-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be Reported: 1. The Business Report, Consolidated Financial Statements for the Company's
79th Fiscal Year (from April 1, 2016 to March 31, 2017) and results of audits
by the Accounting Auditor and Audit & Supervisory Board of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company's 79th Fiscal Year(from April 1, 2016 to March 31, 2017)1

Proposals to be Resolved:
Proposal No. 1: Distribution of Surplus
Proposal No. 2: Election of Five Directors
Proposal No. 3: Election of One Audit & Supervisory Board Member
Proposal No. 4: Revision of Compensation for Directors
Proposal No. 5: Continued Implementation of Measures against Large-Scale Purchases of theCompany's Shares, etc. (Anti-takeover Measures)
4. Notice of Information Disclosure through the Internet
The Company, pursuant to the provisions of applicable laws and regulations and Article 16 of the Articles
of Incorporation of the Company, discloses certain matters specified below that constitute part of theBusiness Report, Consolidated Financial Statements, and Non-consolidated Financial Statements through thewebsite of the Company (http://www.yokowo.co.jp). Accordingly, they are not included in the documents
attached to this notice.
(1) “System necessary to ensure that the execution of duties by the Directors complies with laws
and regulations and the Articles of Incorporation, and other systems necessary to ensure
properness of operations of the Company,” and “Basic policy concerning persons who
control the decisions on the Company’s financial and business policies” of the Business
Report(2) Notes to the Consolidated Financial Statements(3) Notes to the Non-consolidated Financial Statements
Therefore, the documents attached to this Notice constitute only part of the Consolidated andNon-consolidated Financial Statements audited by the Accounting Auditor in preparing its Audit Report andpart of the Business Report, Consolidated and Non-consolidated Financial Statements audited by Audit &Supervisory Board Members in preparing their Audit Report.
Notes:
1) For those attending, please present the enclosed Voting Rights Exercise Form to the reception upon arrivalat the meeting.
2) Any updates to the Reference Documents for the General Meeting of Shareholders, Business Report, orConsolidated and Non-consolidated Financial Statements will be posted on the Company's website(http://www.yokowo.co.jp).

2Reference Documents for the General Meeting of Shareholders

Proposal No. 1: Distribution of Surplus
1. Matters concerning year-end dividends
Based on the recognition that providing superior returns to shareholders is one of the highest management
priorities, the Company's basic policy is to continue to pay stable dividends to shareholders, determining thespecific amount of dividend for each fiscal year by taking into consideration the maintenance of internal
reserves to be used for capital investment in production facilities in growing businesses, investment fortechnological development in new businesses, and investment for market development.
With respect to the operating results for the current fiscal year, the Company marked the highest
consolidated sales for the third consecutive fiscal year, and posted a large increase in operating income at
2,516 million yen, up 138.0% from the previous fiscal year. In addition, both ordinary income and profit
attributable to owners of parent exceeded the adjusted forecasts announced in February 2017 due to theposting of foreign exchange gains and a temporary decrease in tax expenses due to the addition of deferred
tax assets, among other factors.
However, the Company believes that in order to achieve its medium-term management target “Minimum8”—i.e., secure a sales growth rate, a minimum operating profit margin, and a return on equity of 8%—and
fulfill this target steadily into the future, it is indispensable to further improve its profit levels throughaggressive investment and efficient management that translate into a higher level of progressiveness, growthpotential and profitability.
Based on the aforementioned basic policy, the Company hereby proposes its year-end dividend for the
fiscal year ended March 31, 2017 as follows, considering the operating results for the current fiscal year andcomprehensively taking into account the internal reserves necessary for the next fiscal year and beyond, as
well as financial stability and the expected business expansion.
(1) Type of dividend property: Cash
(2) Matters concerning allotment of dividend property to shareholders and total amount
12 yen per share of common stock, for a total of 241,451,880 yen
Because an interim dividend of 6 yen per share was paid out, the annual dividend for the fiscal year
ended March 31, 2017 will be 18 yen per share (consolidated dividend payout ratio of 15.1%).
(3) Effective date of distribution of surplus
June 30, 2017 (Friday)
2. Matters concerning distribution of surplus
The Company proposes as follows with respect to the voluntary retained earnings referred to below, giventhat they have already served their purpose as originally intended.
(1) Item of surplus to be decreased and amount thereof
Reserve for retirement allowance: 83,000,000 yen(2) Item of surplus to be increased and amount thereof
Retained earnings brought forward: 83,000,000 yen

3Proposal No. 2:

Election of Five Directors

The terms of office of all five Directors will expire at the conclusion of this year's Ordinary General
Meeting of Shareholders. Accordingly, shareholders are requested to elect five Directors.
The candidates for Directors are as follows.
It should be noted that no material conflict of interest exists between any of the five candidates for
Directors and the Company.
No.

Name
(Date of birth)

Past experience, positions, responsibilities, and significant concurrent positions

August 1988
April 1993
June 1995
Takayuki Tokuma September 1995
(June 13, 1954)
April 1997
Reappointed
April 1999
October 2001
June 2003
Number of theCompany’s shares held: June 2004
263,855 shares
December 2004
June 2006
1

Joined the Company
General Manager, Europe and United States Sales Department
Director
Director, General Manager, Car Antenna Business Division
Director, in charge of Business Planning Department
Director, in charge of PCC businessDirector, in charge of Business Planning Department
Executive Officer
Managing Director
Managing Director and Antenna System Company President
Director, Managing Executive Officer, and Antenna System Company
President
April 2007
Representative Director, President and Executive Officer (to present)<Reasons for nomination as candidate for Director>
Mr. Takayuki Tokuma has led the business expansion/evolution of the Company’s primary businesses, including thedevelopment/sales promotion of micro antennas as General Manager/Company President of the vehicle communicationequipment business, as well as advancing into the BGA socket area of the circuit testing connector business, overseas
sales promotion of the PCC business (current fine connector business) and start-up of the medical device business as
the officer in charge of the supervision of overseas business/Business Planning Department/CTC business/PCC
business, and thus has a thorough understanding of all businesses. Currently, he supervises the whole group as
President and Executive Officer, bearing the slogans of “multilayered business” and “permanent evolution.”
The Board of Directors of the Company would like Mr. Tokuma to continuously take responsibility for the businessexecution of the Company in the next period, which is expected to be a phase of further business expansion, and thus
proposes that he be elected as Director.

4

No.

Name
(Date of birth)

Past experience, positions, responsibilities, and significant concurrent positions
April 2005

2

No.

Joined the Company
General Manager, Connector Company Business Planning Department
June 2006
Executive Officer and General Manager, Connector Company Business
Kouichi Fukagawa
Planning Department(March 28, 1953)
April 2007
Executive Officer and Chief Officer of Management Planning H.Q.
April
2013
Chairman, Information Security Committee
Reappointed
June 2013
Managing Executive Officer and Chief Officer of Management Planning
H.Q.
Number of theJune 2015
Director, Managing Executive Officer and Chief Officer of Management
Company’s shares held:
Planning H.Q.
42,502 shares
June 2016
Director, Senior Managing Executive Officer and Chief Officer ofManagement Planning H.Q.
April 2017
Director, Senior Managing Executive Officer and General Manager,
LTCC Business Division (to present)<Reasons for nomination as candidate for Director>
Mr. Kouichi Fukagawa, as the executive officer in charge of the circuit testing connector business, has led thebusiness acquisition, introduction of new technologies, acquisition of new customers of said business, and has
promoted the business model restructuring of the vehicle communication equipment business, as well as the full-scale
start-up of new businesses including the ceramic business. He, as Chairman of the Information Security Committee,
has also contributed to the establishment/enhancement of the information security structure of the Group as a whole,and contributed to the improvement of awareness thereof by promoting the acquisition of ISO 27001 certification, theinternational standard for information security, for the Company and its major subsidiaries. As the General Managerof the LTCC Business Division since April 2017, he has been putting his efforts into launching the mass productionof larger quantity of new LTCC products.
The Board of Directors of the Company would like Mr. Fukagawa to continuously take responsibility for promoting
group-wide undertakings and innovation of the business structure, and thus proposes that he be elected as Director.

Name(Date of birth)

Past experience, positions, responsibilities, and significant concurrent positions
April 1985
April 1998
October 2002
December 2004

3

Joined the Company
Chubu Branch Manager, VCCS Business Division
Kenji Yokoo(August 22, 1960)
General Manager, VCCS Business Division
Managing Director, YOKOWO MANUFACTURING OF AMERICA
Newly appointed
LLC
June 2007
Executive Officer and Chief Officer of Administration Management
H.Q.
Number of theCompany’s shares held: November 2016 Vice Chairman of The Tomioka Chamber of Commerce and Industry,
Gunma Prefecture (to present)
77,761 shares
April 2017Managing Executive Officer and Chief Officer of Administration
Management H.Q. (to present)<Reasons for nomination as candidate for Director>
Mr. Kenji Yokoo gained experience in administrative operations in general at the Company and its domestic andforeign subsidiaries, and then served as the Chubu Branch Manager, General Manager and Managing Director of a US
subsidiary in the vehicle communication equipment business—the Company’s mainstay business—and made asignificant contribution towards the Company’s business expansion by taking the initiative in opening new accounts
with customers who are now major clients. Since his appointment to Executive Officer and Chief Officer of the
Administration Management H.Q., he has been playing a leading role in enhancing the Company’s global framework
by promoting measures for company-wide profit structure reform as well as personnel innovation measures, based on
his experience at domestic and foreign subsidiaries and his experience in supervising businesses.
The Board of Directors of the Company would like Mr. Yokoo to take responsibility for further enhancing andinnovating the management structure of the Group, which continues to grow in terms of business scale and field, andthus proposes that he be elected as Director.

5

No.

Name
(Date of birth)

Shuji Ohashi(November 23, 1938)

Past experience, positions, responsibilities, and significant concurrent positions
April 1961

Joined Japan Management Association

May 1975

Registered as Certified Public Accountant
Representative of Shuji Ohashi Certified Public Accountant Office

Reappointed
Candidate for Outside
June 1991
Director
September 1993
Number of theJune 2001
Company’s shares held:
June 2013
0 shares
June 20144(to present)
Managing Director, JMA Consultants, Inc.
President & CEO, JMAC AMERICA, INC.
Advisor, JMA Consultants, Inc. (to present)
Outside Director, Seven Bank, Ltd. (to present)
Outside Director of the Company (to present)

1. Reasons for nomination as candidate for Outside Director
Mr. Shuji Ohashi has a broad range of knowledge including accounting expertise from his activities in business
management consulting over the years, and also from personally managing a consulting firm in the U.S. The
Company would like him to continue drawing on his broad knowledge and wealth of experience in corporate
management to monitor and supervise the Company’s management, and thus proposes that he be elected as
Outside Director.
2. Term of office as Outside Director
Mr. Shuji Ohashi will have been in office as Outside Director for a period of 3 years at the conclusion of thisOrdinary General Meeting of Shareholders.
3. Independence of candidate for Outside Director(1) There are no business relationships between the Shuji Ohashi Certified Public Accountant Office which Mr.
Ohashi represents and the Company.
(2) While the Group has transactions, including the payment of fees for correspondence courses for our employees
and general purpose seminars, with JMA Consultants, Inc., for which Mr. Ohashi serves as Advisor, Japan
Management Association, parent company thereof, and its group companies, such transactions are general innature and the total amount of such transactions within the most recent five years before the end of the current
fiscal year is 3,955,000 yen.
(3) There are no matters to be disclosed other than the above with respect to his independence.
(4) Based on the above, the Company has determined Mr. Ohashi to be highly independent from the Company andpersons who execute the business of the Company. In the event that the election of Mr. Ohashi is approved as
proposed, the Company will continue to designate him as an independent officer as prescribed in the Securities
Listing Regulations of the Tokyo Stock Exchange.
4. Activities as Outside Director during the current period(1) He attended fifteen out of the seventeen Board of Directors Meetings (Attendance rate: 88.2%) and gave
advice and recommendations based on his broad knowledge and abundant experience in corporate
management, in addition to monitoring and supervising the Company’s management.
(2) He attended sixteen out of the eighteen Audit & Supervisory Board Meetings, had prior guidance andexchanged opinions on the agenda of the Board of Directors Meetings with Outside Audit & Supervisory
Board Members, and shared the matters that were reported or deliberated by the Audit & Supervisory Board to
the extent necessary.
5. Overview of limited liability agreement entered into with the Company
The Company, pursuant to Article 30 of the Company’s Articles of Incorporation, has entered into a limited
liability agreement, as prescribed in Article 423, Paragraph 1 of the Companies Act, with Mr. Shuji Ohashi. The
limit of liability for damages based on this agreement is 4 million yen or the amount prescribed by laws andregulations, whichever is higher.

6

No.

Name
(Date of birth)

Past experience, positions, responsibilities, and significant concurrent positions
October 1983
January 1999

5

Joined Texas Instruments Japan Limited
General Manager, Japan Communications Department, Member ofKuniko Muramatsu(September 1, 1958)
Strategic Leadership Team, Texas Instruments Japan Limited
November 2003 Senior Manager, Ethics & Diversity Office, Chief Ethics Officer, Texas
Reappointed
Instruments Japan Limited
Candidate for Outside
September 2009 Resigned from Texas Instruments Japan Limited
Director
October 2009
Senior Research Fellow, Business Ethics Research Center (to present)
January 2010
Representative Director, Wellness Systems Institute (to present)
January 2014
Director, Japan Professional Football League (J. League) (to present)
Number of theCompany’s shares held: April 2016
Director and Chair of the Board, NPO GEWEL (to present)
0 shares
June 2016
Outside Director, C’BON COSMETICS Co., Ltd. (to present)
Outside Director of the Company (to present)
1. Reasons for nomination as candidate for Outside Director
Ms. Kuniko Muramatsu held various posts including General Manager of the Public Relations Department,
Member of the Business Strategy Team, General Manager of the Corporate Ethics Office and the officer in chargeof diversity promotion at a foreign-affiliated semiconductor maker, and now runs a company which she establishedafter resigning from said company, utilizing her experience, and is engaged in supporting the improvement ofcorporate ethics and the promotion of diversity, whereas she also serves as Director at a nonprofit incorporated
association and nonprofit organizations. The Company would like her to monitor and supervise the management of
the Company and provide advice and recommendations to the Company by leveraging her extensive knowledge
regarding corporate ethics and diversity promotion, and practical experience at business organization, and thus
proposes that she be elected as Outside Director.
2. Term of office as Outside Director
Ms. Kuniko Muramatsu will have been in office as Outside Director for a period of one year at the conclusion ofthis Ordinary General Meeting of Shareholders,
3. Independence of candidate for Outside Director(1) There are no business relationships between the Company and Wellness Systems Institute, for which Ms.
Muramatsu serves as Representative Director.
(2) While the Company had transactions with Texas Instruments Japan Limited (“TI Japan”) regarding the salefrom the Company of inspection tools for semiconductor testing until December 2013, the amount involved
accounted for less than 1% of the Group’s annual consolidated sales and less than 1% of TI Japan’s annual
operating costs. Furthermore, the Company has had no transactions with TI Japan since January 2014.
(3) The Company has continuous business relationships with Texas Instruments Incorporated (“TI US”), the parent
company of TI Japan, regarding the sale from the Company of inspection tools for semiconductor testing,whereas the amount involved accounts for less than 2% of the Group’s annual consolidated sales and less than
1% of the annual operating costs of TI US.
(4) There are no matters to be disclosed other than the above with respect to her independence.
(5) Based on the above, the Company has determined Ms. Muramatsu to be highly independent from theCompany and persons who execute the business of the Company. In the event that the election of Ms.
Muramatsu is approved as proposed, the Company will continue to designate her as an independent officer asprescribed in the Securities Listing Regulations of the Tokyo Stock Exchange.
4. Activities as Outside Director during the current period(1) She attended all thirteen Board of Directors Meetings held since her appointment to Outside Director of theCompany on June 29, 2016 (Attendance rate: 100.0%) and gave advice and recommendations based on her
extensive knowledge regarding corporate ethics and diversity promotion and practical experience at businessorganization, etc., in addition to monitoring and supervising the Company’s management.
(2) She attended eleven out of the fourteen Audit & Supervisory Board Meetings held since her appointment to
Outside Director of the Company, had prior guidance and exchanged opinions on the agenda of the Board of
Directors Meetings with Outside Audit & Supervisory Board Members, and shared the matters that werereported or deliberated by the Audit & Supervisory Board to the extent necessary.
5. Overview of limited liability agreement entered into with the Company
The Company, pursuant to Article 30 of the Company’s Articles of Incorporation, has entered into a limited
liability agreement, as prescribed in Article 423, Paragraph 1 of the Companies Act, with Ms. Kuniko Muramatsu.
The limit of liability for damages based on this agreement is 4 million yen or the amount prescribed by laws andregulations, whichever is higher.

7

Proposal No. 3:

Election of One Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Mr. Tooru Furuta will expire at the conclusionof this year's Ordinary General Meeting of Shareholders. Accordingly, the election of one Audit &Supervisory Board Member is proposed. If elected, the term of office of the Audit & Supervisory Board
Member will be until the conclusion of the 83rd Ordinary General Meeting of Shareholders scheduled to beheld in June 2021.
This Proposal has been approved by the Audit & Supervisory Board.
The candidate for Audit & Supervisory Board Member is as follows.
Name(Date of birth)

Past experience, positions, responsibilities, and significant concurrent positions

Joined Toshiba Denki Kigu Co., Ltd.
Director and Head of General Affairs Department, Toshiba Electric(November 11, 1946)
Appliances Co., Ltd.
June
2003
Representative Director, Living Industrial Co., Ltd.
Reappointed
March
2005
Resigned from Toshiba Electric Appliances Co., Ltd. and Living Industrial
Candidate for Outside
Co., Ltd.
Audit & Supervisory
July
2005
Representative Director, President, Gunma Sougou Staff Co., Ltd.
Board Member(to present)
April 2007
Appointed to Labor Tribunal Commissioner (Special Official of Maebashi
Number of the Company’s
District Court)
shares held:
0 shares
June 2009
Outside Audit & Supervisory Board Member of the Company (to present)
March 2016
Resigned from Labor Tribunal Commissioner
1. Reasons for nomination as candidate for Outside Audit & Supervisory Board Member
Mr. Tooru Furuta has a wealth of experience from consistently engaging in operations in the fields of personnel andgeneral affairs, such as personnel affairs, recruitment, labor affairs, general affairs and compliance at a group company ofa listed company, in addition to serving as a Labor Tribunal Commissioner from April 2007 to the end of March 2016
while engaging in corporate management. The Company would like him to continue monitoring, auditing and giving
advice for improving its management by making the most of his experience to date, and thus proposes that he be elected
to Outside Audit & Supervisory Board Member.
2. Term of office as Outside Audit & Supervisory Board Member
Mr. Tooru Furuta will have been in office for a period of eight years at the conclusion of this Ordinary General Meetingof Shareholders.
3. Independence of candidate for Outside Audit & Supervisory Board Member(1) There are no business relationships between the Company and Gunma Sougou Staff Co., Ltd., for which Mr. Furuta
serves as Representative Director and President.
(2) There are no matters to be disclosed other than the above with respect to his independence.
(3) Based on the above, the Company has determined Mr. Furuta to be highly independent from the Company andpersons who execute the business of the Company. In the event that the election of Mr. Furuta is approved as
proposed, the Company will continue to designate him as an independent officer as prescribed in the Securities
Listing Regulations of the Tokyo Stock Exchange.
4. Activities as Outside Audit & Supervisory Board Member during the current period(1) He attended all seventeen Board of Directors Meetings (Attendance rate: 100.0%) and gave advice andrecommendations based on his broad knowledge and abundant experience in corporate management, in addition tomonitoring and supervising the Company’s management.
(2) In addition to attending all eighteen Audit & Supervisory Board Meetings (Attendance rate: 100.0%), receiving
reports and engaging in deliberations, he had prior guidance and exchanged opinions on the agenda of the Board of
Directors Meetings with Outside Directors, and shared the matters that were reported or deliberated by the Audit &Supervisory Board with Outside Directors to the extent necessary.
5. Overview of limited liability agreement entered into with the Company
The Company, pursuant to Article 36, Paragraph 2 of the Company’s Articles of Incorporation, has entered into a limited
liability agreement, as prescribed in Article 423, Paragraph 1 of the Companies Act, with Mr. Tooru Furuta. The limit ofliability for damages based on this agreement is 4 million yen or the amount prescribed by laws and regulations,whichever is higher.

Tooru Furuta

April 1970
June 2000

8

Proposal No. 4: Revision of Compensation for Directors
The amount of compensation for Directors of the Company has been capped at 280 million yen per year(including the amount of compensation for Outside Directors capped at 10 million yen per year, but notincluding the employee salary portion for Directors concurrently serving as employees) to date since approvedat the 76th Ordinary General Meeting of Shareholders held on June 27, 2014. On the other hand, bonuses for
Directors are to be paid by resolution of the General Meeting of Shareholders separately from theaforementioned amount of compensation.
Shareholders are requested to approve this Proposal, which enables the payment of bonuses for Directors by
resolution of the Board of Directors in addition to the compensation for Directors up to the aforementioned
amount, and increases the limit on the compensation to Outside Directors to 20 million yen per year, giventhat there are two highly independent Outside Directors (accounting for 40% of the Board of Directors) who
are in office and enhancements are steadily being made to the Company’s corporate governance as reflected in
the comments being made and discussions being held in a lively manner at the Board of Directors Meetings,
among others.
At present, there are five Directors (including two Outside Directors); if Proposal No.2 is approved, there
will be five Directors (including two Outside Directors).

9

Proposal No. 5: Continued Implementation of Measures against Large-Scale Purchases of theCompany’s Shares, etc. (Anti-takeover Measures)"Measures against Large-Scale Purchases of the Company’s Shares, etc." (hereinafter referred to as "existingPlan") have been in place to date since the approval of their continued implementation by shareholders at the 76th
Ordinary General Meeting of Shareholders of the Company held on June 27, 2014.
As the effective term of the existing Plan is until the conclusion of this Ordinary General Meeting of
Shareholders, the Company had been examining how the existing Plan ought to be in view of maintaining andimproving its corporate value and the common interests of its shareholders, including whether or not to continue its
implementation. As a result, the Company decided at the meeting of its Board of Directors held on May 23, 2017 toamend some of the words and phrases of the existing Plan, and subject to approval by shareholders, continue its
implementation ("Measures against Large-Scale Purchases of the Company's Shares, etc." which the Company willcontinue to implement shall hereinafter be referred to as "the Plan"). If this Proposal is approved by shareholders at
this Ordinary General Meeting of Shareholders, the effective term of the Plan will be until the conclusion of theOrdinary General Meeting of Shareholders of the Company scheduled to be held in June 2020. Of note, thisdecision is in accordance with the "Basic policy concerning persons who control the decisions on the Company’s
financial and business policies" stated in Appendix 1.
At the meeting of the Board of Directors in which the Plan was decided, all three Audit & Supervisory Board
Members of the Company including two outside Audit & Supervisory Board Members were present, and expressed
their opinion that, conditional upon the appropriate implementation of the Plan in concrete terms, the Plan isreasonable as Measures against Large-Scale Purchases of the Company's Shares, etc.
Accordingly, the Company requests shareholders to approve the continued implementation of the Plan.
1. Summary of the Plan
(1) Objective and necessity of the Plan
The Board of Directors of the Company believes that in cases where large-scale purchases of theCompany’s shares are to be performed, it is necessary to secure information and time required for shareholders
to determine whether such purchases are appropriate or not, enable the Board of Directors of the Company tonegotiate with the purchaser for shareholders, and establish, in accordance with its basic policy, a certain
policy on how to respond to cases in which large-scale purchase rules are observed and cases in whichlarge-scale purchase rules are not observed.
(2) Establishment of large-scale purchase rules
In the Plan, the Company will require that necessary information be provided and time be secured forshareholders to examine large-scale purchases in the context of “large-scale purchase rules” (hereinafterreferred to as "Rules”) to be observed by a purchaser, etc. who is seeking to acquire shares accounting for 20%
or more of the number of outstanding Company shares (hereinafter referred to as "Purchaser, etc.”).
(3) Procedures to confirm shareholders’ intention and launch of countermeasures
In cases where the Purchaser, etc. complies with the Rules but the Board of Directors of the Company, as aresult of its examination, objects to the purchase proposal by said Purchaser, etc., procedures to confirm its
shareholders’ intention (general meeting to confirm shareholders’ intention, etc.) on launching
countermeasures (i.e., gratis allotment of subscription rights to shares (shinkabu yoyakuken)) will be
implemented. However, if the Board of Directors of the Company is in favor of said purchase proposal on the
grounds that it will help maximise the Company’s corporate value, countermeasures will not be launched.
Conversely, even in cases where the Purchaser, etc. complies with the Rules, if it is reasonably determined thatsaid purchase proposal will impair the Company’s corporate value and in turn, the common interests of its
shareholders, countermeasures may be launched exclusively by resolution of the Board of Directors, without
taking the procedures to confirm its shareholders’ intention.
(4) Effective term of the Plan
The effective term of the Plan shall be until the conclusion of the Ordinary General Meeting of Shareholdersof the Company scheduled to be held in June 2020.

10

(5) Modification and abolition of the Plan
The Plan may be modified by resolution of the General Meeting of Shareholders of the Company, even
before the expiry of the aforementioned effective term.
On the other hand, the Plan may be abolished by resolution of the General Meeting of Shareholders of theCompany to abolish the Plan; in addition, the Plan may be abolished by resolution of the Board of Directors
consisting of Directors elected at the General Meeting of Shareholders of the Company.
2. Description of the Plan
(1) Objective and necessity of the Plan
The Board of Directors of the Company believes that in cases where large-scale purchases of theCompany’s shares, etc. are to be performed, it is necessary to secure information and time required forshareholders and investors to determine whether such purchases are appropriate or not, enable the Board of
Directors of the Company to negotiate with the purchaser for shareholders and investors, and establish, in
accordance with its basic policy, a certain policy on how to respond to cases in which large-scale purchaserules are observed and cases in which large-scale purchase rules are not observed. For this reason, the Board of
Directors of the Company has decided to continue the implementation of the Plan, subject to approval byshareholders at this Ordinary General Meeting of Shareholders.
As described below, the Plan formulates rules to be observed by anyone who intends to perform large-scalepurchases of the Company’s shares, etc., clarifies the possibility that anyone who intends to performlarge-scale purchases may incur losses in certain cases where the Company takes countermeasures, and byproperly disclosing such matters, gives a warning to anyone who intends to perform large-scale purchases of
the Company’s shares, etc. that do not contribute to the Company’s corporate value, and in turn, the common
interests of its shareholders.
Of note, in order to eliminate arbitrary judgment by the Board of Directors of the Company upon launching
countermeasures, the Plan requires that in certain cases, either a vote among shareholders at the general
meeting to confirm shareholders’ intention or a vote in writing be selected and taken as procedures to confirm
shareholders’ intention, and that transparency be ensured by the timely disclosure of information toshareholders and investors.
Major shareholders of the Company as at March 31, 2017 are as shown on page 41 (Japanese version only)of the documents attached to this Notice “II. Matters concerning the Company’s Shares 4. Major Shareholders(Top 10 Shareholders)”. As of this point in time, the Company has not received any proposal for large-scalepurchases of the Company’s shares, etc.
(2) Procedures concerning the Plan(a) Large-scale purchases within the scope of the Plan
The Plan is applicable to cases in which purchases of the Company’s shares corresponding to 1) or 2)
below or acts similar thereto (excluding those approved by the Board of Directors of the Company; said acts
shall hereinafter be referred to as “Large-scale Purchases”) are performed. Anyone who performs or
proposes Large-scale Purchases (hereinafter referred to as "Purchaser, etc.”) shall abide by thepredetermined procedures in the Plan.
1) Purchase of shares, etc.*1 of which the Company is the issuer whereby the ownership ratio of shares,
etc.*3 of the holder*2 becomes 20% or higher
2) Tender offer*5 for shares, etc.*4 of which the Company is the issuer whereby the sum of theownership ratio of shares, etc.*6 subject to tender offer and the ownership ratio of shares, etc. of thespecially related party*7 thereof becomes 20% or higher
Notes *1: This shall mean “Share Certificates, etc.” provided for in Article 27-23, Paragraph 1 of the Financial Instruments andExchange Act. Unless otherwise provided for, the same shall apply hereinafter. If there is any revision of laws andregulations cited in the Plan (including changes in the name of laws and regulations and the establishment of new laws
and regulations, etc. that replace old laws and regulations, etc.), the clauses of laws and regulations, etc. cited in the Plan
shall be reinterpreted as the clauses of laws and regulations, etc. that effectively replace the clauses of such laws andregulations, etc. after said revision unless otherwise provided for by the Board of Directors of the Company.
*2: This shall mean “holder” provided for in Article 27-23, Paragraph 1 of the Financial Instruments and Exchange Act, andshall include persons included in holders pursuant to Paragraph 3 of said Article. The same shall apply hereinafter.

11*3: This shall mean “Ownership Ratio of Share Certificates, etc.” provided for in Article 27-23, Paragraph 4 of the
Financial Instruments and Exchange Act. The same shall apply hereinafter.
*4: This shall mean “Share Certificates, etc.” provided for in Article 27-2, Paragraph 1 of the Financial Instruments andExchange Act. The same shall apply in 2) below.
*5: This shall be as defined in Article 27-2, Paragraph 6 of the Financial Instruments and Exchange Act. The same shallapply hereinafter.
*6: This shall mean “Ownership Ratio of Share Certificates, etc.” provided for in Article 27-2, Paragraph 8 of the Financial
Instruments and Exchange Act. The same shall apply hereinafter.
* 7 This shall mean “Specially Related Party” as defined in Article 27-2, Paragraph 7 of the Financial Instruments andExchange Act (including persons deemed to correspond thereto by the Board of Directors of the Company); provided,
however, that persons set forth in item 1 of said Paragraph shall exclude persons specified in Article 3, Paragraph 1 of
the Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share Certificates, etc. by Person Other thanIssuer. The same shall apply hereinafter.

(b) Prior explanation of purchase prospectus to the Company
Prior to the execution of Large-scale Purchases, the Purchaser, etc. will be required to submit to the Boardof Directors of the Company, in Japanese and in the form specified by the Company, a document statingsuch matters as a written pledge that said Purchaser, etc. will observe the procedures prescribed in the Plan
upon performing Large-scale Purchases (hereinafter referred to as "Purchase Prospectus”).
Specifically, the Purchaser, etc. will be required to put the following information in Purchase Prospectus.
1) Profile of Purchaser, etc.
(i) Name and address or location(ii) Job title and name of representative(iii) Objective and description of business of the company, etc.
(iv) Profile of major shareholders or major capital investors (top 10 in terms of shareholding or capital
contribution ratio)(v) Point of contact in Japan(vi) Governing incorporation law
2) The number of shares, etc. of the Company currently held by the Purchaser, etc. and the trading status ofshares, etc. of the Company by the Purchaser, etc. over the 60-day period before the submission of thePurchase Prospectus
3) Outline of the Large-scale Purchases proposed by the Purchaser, etc. (including the class and number ofshares, etc. of the Company which the Purchaser, etc. plans to acquire by Large-scale Purchases andthe purpose of Large-scale Purchases (if the purpose is acquisition of control or participation in
management, pure investment or cross-shareholding, transfer, etc. of shares, etc. of the Company after
Large-scale Purchases, material proposal*8 or other such purpose, a statement to that effect and thedescription thereof; if there is more than one purpose, all purposes must be stated)).
Note *8: This shall mean “Material Proposal” provided for in Article 27-26, Paragraph 1 of the Financial Instruments and ExchangeAct, Article 14-8-2, Paragraph 1 of the Order for Enforcement of the Financial Instruments and Exchange Act and Article
16 of the Cabinet Office Ordinance on Disclosure of the Status of Large-Volume Holdings in Share Certificates, etc.
Unless otherwise provided for, the same shall apply hereinafter.

(c) Provision of Necessary Information
In cases where the “Purchase Prospectus” referred to in (b) above has been submitted, the Purchaser, etc.
will be required to follow the procedures below, and provide the Company with necessary and sufficient
information in Japanese for shareholders and investors to make a decision and for the Board of Directors of
the Company to conduct an evaluation, examination, etc. with respect to the Large-scale Purchases(hereinafter referred to as "Necessary Information”).
Firstly, the Company will send, to the point of contact of the Purchaser, etc. referred to in (b) 1) (v) above,
an information list stating the information to be submitted initially within ten (10) business days*9 (notincluding the first day) from the day on which the “Purchase Prospectus” was provided. The Purchaser, etc.
will be required to submit sufficient information to the Company as per the information list.
Note *9: Business day shall mean a day other than the days set forth in each item of Article 1, Paragraph 1 of the Act on Holidays of
Administrative Organs. The same shall apply hereinafter.

12

In cases where it is reasonably determined by the Board of Directors of the Company that the information
provided by the Purchaser, etc. as per the information list is insufficient for the shareholders and investors tomake a decision and for the Board of Directors of the Company to conduct an evaluation, examination, etc.
in light of the nature and manner, etc. of Large-scale Purchases, a reasonable deadline will be set withrespect to the Purchaser, etc., within which the Purchaser, etc. will be required to provide additional
information requested separately by the Board of Directors of the Company.
Regardless of the nature and manner, etc. of the Large-scale Purchases, information relating to thefollowing items shall be included as part of the information list as a general rule.
1) Details (including specific name, capital composition, description of business, financial position, nameand career summary of officers, etc.) of the Purchaser, etc. and its group (in the case of a joint holder *10,
a specially related party and a fund, including partners and other members)
Note *10: This shall mean “Joint Holder” provided for in Article 27-23, Paragraph 5 of the Financial Instruments and Exchange Act,
including those recognized by the Board of Directors of the Company to correspond to a Joint Holder pursuant toParagraph (6) of said Article. The same shall apply hereinafter.

2) The purpose (details of the purpose disclosed in the Purchase Prospectus), method and nature of theLarge-scale Purchases (including whether or not there is any intention to participate in management,
the type and amount of consideration for the Large-scale Purchases, the timing of the Large-scale
Purchases, the structure of related transactions, the number of shares, etc. slated to be purchased, theownership ratio of shares, etc. after the purchase, etc., and the legality of the method of the Large-scale
Purchases).
3) The basis of calculation of the consideration for Large-scale Purchases (including facts assumed for
calculation, calculation method, background to calculation, numerical information used in calculation,
description of synergies expected to arise from the series of transactions concerning the Large-scale
Purchases, and in cases where a third party’s opinion has been obtained upon calculation, the name ofsaid third party, the summary of such opinion and how the amount was determined in consideration ofsuch opinion)
4) The source of funds for Large-scale Purchases (including the specific name of the provider of funds(including those who are effectively providing the funds), financing method, and the description ofrelated transactions)5) Whether or not there is any communication of intention with any third party upon making Large-scale
Purchases, and if there is such communication, what is communicated and the profile of such third
party6) In cases where there is a lending agreement, collateral agreement, sell-back agreement, purchase/sale
option or other important agreement or arrangement relating to the shares, etc. of the Company alreadyheld by the Purchaser, etc. (hereinafter referred to as "Collateral Agreement, etc.”), the specifics of said
Collateral Agreement, etc. such as the type of agreement, the counterparty to agreement and quantity ofshares, etc. subject to agreement
7) In cases where the Purchaser, etc. has a plan to conclude a Collateral Agreement, etc. or form any otherconsensus with a third party in relation to the shares, etc. of the Company which are slated to beacquired in the Large-scale Purchases, the specifics of such consensus such as the type of consensus
planned, the counterparty to agreement and quantity of shares, etc. subject to agreement
8) The management policy, business plan, capital policy and dividend policy of the Company and its group
after the Large-scale Purchases
9) Policy on the treatment, etc. of the Company’s employees, labor union, clients, customers, local
communities and other stakeholders concerning the Company after the Large-scale Purchases
10) Specific measures to avoid conflicts of interest with other shareholders of the Company
11) Other information that is reasonably deemed to be necessary by the Board of Directors of the Company
Of note, the Board of Directors of the Company will disclose, at a time deemed appropriate, the fact that a
proposal for Large-scale Purchases has been made by the Purchaser, etc., the outline thereof, the outline of
Necessary Information and other information deemed necessary for shareholders and investors to make adecision , if any.

13

Also, if the Necessary Information provided by the Purchaser, etc. is deemed to have been sufficient by
the Board of Directors of the Company, the Board of Directors will give notice to the Purchaser, etc. to that
effect (hereinafter referred to as "Notice of Completion of Information Provision”) and promptly disclosesuch fact.
(d) Examination of nature of Large-scale Purchases, negotiation with Purchaser, etc. and examination ofalternative proposal
1) Examination task by the Board of Directors of the Company
After giving the Notice of Completion of Information Provision, the Board of Directors of theCompany will set, depending on the difficulty of the evaluation of the Large-scale Purchases, anexamination period not exceeding sixty (60) days in cases where all shares of the Company are to bepurchased through tender offer in which consideration is to be in the form of cash in Japanese yen only or
an examination period not exceeding ninety (90) days in the case of other Large-scale Purchases(hereinafter referred to as "Board’s Examination Period”) and promptly disclose such Period.
Based on the information, materials, etc. provided by the Purchaser, etc during the Board’s
Examination Period, and while obtaining the advice of outside experts, etc. (financial advisers, certified
public accountants, lawyers, consultants and other experts) as necessary, the Board of Directors of theCompany will perform such tasks as examining the nature of the Large-scale Purchases by the Purchaser,etc., considering an alternative proposal by the Board of Directors of the Company, collecting informationon the respective business plans, etc. of the Purchaser, etc. and the Board of Directors of the Company
and comparing and examining their business plans, etc. in view of protecting and enhancing theCompany’s corporate value and the common interests of its shareholders. During the Board’s
Examination Period, if the Board of Directors of the Company makes a request for the provision of
examination materials or other information, discussion, negotiation, etc., the Purchaser, etc. shallpromptly meet such request.
2) Disclosure of information to shareholders and stakeholders
During the Board’s Examination Period, the Board of Directors of the Company will promptly disclose
information regarding the fact that a proposal for Large-scale Purchases has been made by the Purchaser,etc., the outline thereof, the outline of Necessary Information and other circumstances as well as theopinion of the Board of Directors of the Company. Also, as necessary, the Board of Directors of theCompany may negotiate with the Purchaser, etc. and present its alternative proposal to shareholders andinvestors.
(3) Policy on how to respond to cases in which Large-scale Purchases are performed(a) Cases in which the Large-scale Purchases involve a Purchaser, etc. who fails to provide the informationprescribed in (2) “Procedures concerning the Plan” (b), secure the Board’s Examination Period or observe
other procedures prescribed in the Plan (hereinafter referred to as "Large-scale Purchase Rules”)
In cases where the Purchaser, etc. is deemed to have commenced Large-scale Purchases without abiding
by the Large-scale Purchase Rules, the Board of Directors of the Company may retaliate against theLarge-scale Purchases by launching countermeasures in the form of gratis allotment of subscription rights toshares (shinkabu yoyakuken), unless there are special circumstances in which the Board of Directors of theCompany should continue to request the submission of the Purchase Prospectus and Necessary Informationand hold discussions/negotiations with the Purchaser, etc.
(b) Cases in which the Purchaser, etc. has complied with the Large-scale Purchase Rules
In cases where the Purchaser, etc. has complied with the Large-scale Purchase Rules, shareholders’intention as to whether or not to launch the countermeasures will be confirmed as stated in (4) “Proceduresto Confirm Shareholders’ Intention” below as a general rule; provided, however, that this shall not apply inthe cases referred to in (i) and (ii) below.
(i) Cases in which the Purchaser, etc. has complied with the Large-scale Purchase Rules and such
Large-scale Purchases are deemed to help maximize the Company’s corporate value and the common
interests of its shareholders, or cases in which such Large-scale Purchases are deemed not to
substantially impair the Company’s corporate value and the common interests of its shareholders

14

In principle, the Board of Directors of the Company will not launch countermeasures against theLarge-scale Purchases. Whether to accept or reject the Large-scale Purchases will be up toshareholders, in consideration of the nature of the proposal of said Large-scale Purchases, the opinionof the Board of Directors of the Company on such proposal, alternative proposal and other suchfactors.
(ii) Cases in which the Purchaser, etc. has complied with the Large-scale Purchase Rules but such
Large-scale Purchases are deemed to substantially impair the Company’s corporate value and thecommon interests of its shareholders
In cases where such Large-scale Purchases are deemed to substantially impair the Company’s
corporate value and the common interests of its shareholders and the launch of countermeasures isdeemed reasonable, the Board of Directors of the Company shall execute the procedures prescribed in(4) below in order to confirm shareholders’ intention as to whether or not they are in favor of thenature of the countermeasures and whether or not to launch such countermeasures.
Of note, in cases where any of the patterns referred to in 1) through 5) below is deemed to apply tosuch Large-scale Purchases, such Large-scale Purchases shall be deemed to substantially impair theCompany’s corporate value and the common interests of its shareholders as a general rule, andcountermeasures may be launched against the Large-scale Purchases without holding a general
meeting to confirm shareholders’ intention.
1) Cases in which the Purchaser, etc. is deemed to be acquiring or attempting to acquire shares, etc.
of the Company despite having no intention to actually participate in company management, forthe purpose of simply driving up the share price and making the Company or persons related to
the Company buy back the shares, etc. of the Company at a high price (so-called “green mailer”)
2) Cases in which the Purchaser, etc. is deemed to be acquiring shares, etc. of the Company for the
purpose of transferring the assets of the Company or its group companies such as intellectual
property rights, know-how, company secrets, major clients, customers etc. that are necessary forthe business management of the Company or its group companies to said Purchaser, etc. or its
group companies, etc. by temporarily taking control of the Company’s management
3) Cases in which the Purchaser, etc. is deemed to be acquiring shares, etc. of the Company for the
purpose of pledging the assets of the Company or its group companies as collateral for debt ofsaid Purchaser, etc. or its group companies, etc. or using them as funds for repaying such debt
after taking control of the Company’s management
4) Cases in which the Purchaser, etc. is deemed to be acquiring shares, etc. of the Company for the
purpose of making the Company or its group companies sell or otherwise dispose of real estate,securities and other expensive assets, etc. that are not directly related to their businesses for thetime being in order to make the Company pay high dividends temporarily by using the gains on
the disposal thereof or to seek an opportunity to sell shares, etc. of the Company at a high pricewhen the share price surges on the back of temporary high dividends
5) Cases in which the method of purchasing shares, etc. of the Company proposed by the Purchaser,
etc. is deemed to put shareholders at the risk of having their opportunities or freedoms in making
a judgment restricted and effectively being forced into selling the shares, etc. of the Company,
such as so-called “coercive two-tiered takeover” (meaning the purchasing of shares, etc. by tender
offer, etc. without offering to purchase all shares, etc. of the Company in the initial offer while
making the terms of purchase in the second offer less favorable or unclear)(4) Procedures to Confirm Shareholders’ Intention
In the cases referred to in (b) (ii) above and in the cases referred to in (b) (i) above where it is deemednecessary by the Board of Directors of the Company, the Board of Directors of the Company shall select andtake either a vote among shareholders at the general meeting to confirm shareholders’ intention or a vote inwriting as Procedures to Confirm Shareholders’ Intention on whether or not to launch the countermeasures.
The general meeting to confirm shareholders’ intention may be convened at the same time as the Ordinary
General Meeting of Shareholders or the Extraordinary General Meeting of Shareholders.

15

If shareholders’ intention is to be confirmed, the Board of Directors of the Company will promptly set therecord date for determining shareholders who are entitled to exercise voting rights (hereinafter referred to as"Voting Record Date”). Shareholders who are entitled to vote in the Procedures to Confirm Shareholders’Intention shall be shareholders who are recorded in the last shareholder register on the Voting Record Date,and one vote shall equal to one voting right.
The Voting Record Date shall be the earliest day after the expiry of the Board’s Examination Period that canbe set in light of the affairs concerning the determination of shareholders based on relevant laws andregulations and the notification to all shareholders by the Japan Securities Depository Center, Incorporated,and public notice shall be given no later than two (2) weeks before the Voting Record Date.
The Board of Directors of the Company shall, before the determination of the Voting Record Date, decide
whether to confirm shareholders’ intention by a general meeting to confirm shareholders’ intention or by votein writing, and promptly disclose information on such decision. If a vote is to be taken at a general meeting toconfirm shareholders’ intention, resolution shall require the attendance of shareholders holding at least
one-third of the votes of all shareholders and the adoption/rejection thereof shall be determined by the majorityof votes of the shareholders present. In cases where a vote is to be taken in writing, resolution shall require
voting by shareholders holding at least one-third of the votes of all shareholders and the adoption/rejection
thereof shall be determined by the majority of votes of the shareholders who voted in writing. If the prescribed
number of votes in favor of launching the countermeasures has been obtained in the Procedures to Confirm
Shareholders’ Intention, shareholders shall be deemed to have approved of said countermeasures. If theprescribed number of votes in favor of launching the countermeasures has been obtained at the general
meeting to confirm shareholders’ intention or by vote in writing, the Board of Directors of the Company willpass a resolution to launch the countermeasures and execute necessary procedures in accordance with suchdecision. On the other hand, if the prescribed number of votes in favor of launching the countermeasures could
not be obtained, the Board of Directors of the Company shall pass a resolution not to launch thecountermeasures.
If a general meeting to confirm shareholders’ intention has been convened or a vote in writing has beentaken, the Board of Directors of the Company will promptly disclose information on the voting results andother matters deemed appropriate by the Board of Directors of the Company.
Of note, even if the Purchaser, etc. has complied with the Large-scale Purchase Rules and Procedures to
Confirm Shareholders’ Intention have been initiated, when it has become evident that the Large-scale
Purchases would be detrimental to protecting and enhancing the Company’s corporate value and the common
interests of its shareholders before the confirmation of shareholders’ intention is completed, the Board of
Directors of the Company may suspend the Procedures to Confirm Shareholders’ Intention and retaliate
against the Large-scale Purchases at any time.
(5) Cancellation of countermeasures or suspension of launch of countermeasures
Even after the Board of Directors of the Company has passed a resolution to launch countermeasures or haslaunched countermeasures in accordance with the procedures referred to in (4) above, the Board of Directorsof the Company shall cancel the countermeasures or suspend the launch of the countermeasures in cases
where: (a) the Purchaser, etc. has cancelled the Large-scale Purchases; or (b) there have been changes in thefacts, etc. on which the judgment of whether or not to launch the countermeasures was premised and asituation has arisen where the launch of countermeasures is deemed unreasonable in view of protecting andenhancing the Company’s corporate value and the common interests of its shareholders.
If the Board of Directors of the Company has passed a resolution on the above, the Board of Directors of theCompany shall promptly disclose information on the outline of said resolution and other matters deemed
appropriate by the Board of Directors of the Company.
(6) Commencement of Large-scale Purchases
The Purchaser, etc. shall abide by the procedures prescribed in the Plan, and may not commence Large-scale
Purchases until the Board of Directors passes a resolution to launch or not to launch the countermeasures.
Of note, in the event that the Purchaser, etc. has breached the above and commenced Large-scale Purchases,
the Board of Directors of the Company may launch countermeasures on the grounds of such act alone.

16

(7) Effective term, abolition and modification of the Plan
The effective term of the Plan shall be the three-year period until the conclusion of the Ordinary General
Meeting of Shareholders scheduled to be convened in June 2020, if approved at this Ordinary General Meetingof Shareholders slated to be held on June 29, 2017.
However, in cases where a resolution to modify or abolish the Plan has been passed at the General Meetingof Shareholders of the Company even before the expiry of said effective term, the Plan shall be modified orabolished at that point in time in accordance with said resolution. Also, in cases where a resolution to abolishthe Plan has been passed by the Board of Directors consisting of Directors elected at the General Meeting of
Shareholders of the Company, the Plan shall be abolished at that point in time.
Of note, the Board of Directors of the Company may amend or modify the Plan to the extent that such
amendment or modification does not go against the Plan or to the extent deemed reasonably necessary due tochanges in the Companies Act, the Financial Instruments and Exchange Act or other laws and regulations,changes in regulations of financial instruments exchanges or changes in the interpretation or implementation
thereof, or changes in tax system, judicial precedents, etc.
In cases where the Plan has been abolished or modified, the Company will promptly disclose information on
the fact of such abolition or modification and (in the case of modification) the description of such modificationand other matters deemed appropriate by the Board of Directors of the Company.
3. Reasonableness of the Plan
(1) The Plan meets all conditions in the Guidelines Regarding Takeover Defense
The Plan adheres to all three principles prescribed in the “Guidelines Regarding Takeover Defense for the
Purposes of Protection and Enhancement of Corporate Value and Shareholders’ Common Interests” releasedby the Ministry of Economy, Trade and Industry and the Ministry of Justice on May 27, 2005 (i.e., principle ofprotecting and enhancing corporate value and shareholders’ common interests, principle of prior disclosureand shareholders’ will and principle of ensuring the necessity and reasonableness of defensive measures), andis based on the “Takeover Defense Measures in Light of Recent Environmental Changes” released by the
Corporate Value Study Group on June 30, 2008.
(2) The Plan is continued for the purpose of protecting and enhancing the common interests of shareholders
In the event that Large-scale Purchases of the Company’s shares, etc. are performed, the Plan makes it
possible to secure information and time needed for shareholders and investors to make a judgment as towhether or not to accept such Large-scale Purchases or opportunities to accept the presentation of analternative proposal by the Board of Directors of the Company, among others. The Plan is continued for the
purpose of protecting and enhancing the Company’s corporate value and in turn, the common interests of its
shareholders.
(3) The Plan places importance on shareholders’ intention
As explained in 2. (7) “Effective term, abolition and modification of the Plan” above, the Plan is to becontinued subject to approval by resolution of this Ordinary General Meeting of Shareholders. If a resolution
to modify or abolish the Plan is passed at the General Meeting of Shareholders even before the expiry of theeffective term of the Plan, the Plan will be modified or abolished in accordance with such resolution.
Furthermore, if Large-scale Purchases are performed in accordance with the Large-scale Purchase Rules,
shareholders’ intention as to whether or not to launch countermeasures will be confirmed, and shareholders
will be required to directly make the decision on the execution of the countermeasures according to the Plan.
(4) The Plan sets reasonable and objective requirements for launching countermeasures
Under the Plan, as described in 2. (2) “Procedures concerning the Plan” and 2. (3) “Policy on how to
respond to cases in which Large-scale Purchases are performed” above, countermeasures are designed so as
not to be launched unless predetermined reasonable and objective launching requirements are met, and astructure is in place to prevent the countermeasures from being launched arbitrarily by the Board of Directorsof the Company.
(5) Opinions of third-party experts are obtained
As stated in 2. (2) “Procedures concerning the Plan” (d) above, the Plan is structured to ensure a higher adegree of fairness and objectivity in the judgment of the Board of Directors of the Company by making it
possible to obtain opinions of an independent third party when a Purchaser, etc. appears.

17(6) The Plan is not a “dead-hand” or “slow-hand” anti-takeover measure
As described in 2. (7) “Effective term, abolition and modification of the Plan” above, the Plan can beabolished by the Board of Directors consisting of Directors elected at the General Meeting of Shareholders of
the Company, so it is possible for a person who has purchased large quantities of the Company’s sharecertificates, etc. to designate Directors at the General Meeting of Shareholders of the Company and abolish thePlan through the Board of Directors consisting of such Directors. Therefore, the Plan is not a dead-handanti-takeover measure (i.e., an anti-takeover measure of which launch is unstoppable even if the majority ofthe members of the Board of Directors are replaced).
Also, given that the Company has not adopted a staggered board system, the Plan is not a “slow-hand”
anti-takeover measure (i.e., an anti-takeover measure in which halting the launch will be time-consuming as
the members of the Board of Directors cannot be replaced at once).
4. Impact on shareholders and investors(1) Impact of continuation of the Plan on shareholders and investors
The Plan is aimed at providing shareholders with information required for making a decision as to whether
or not to accept Large-scale Purchases and the opinion, etc. of the Board of Directors of the Company that iscurrently in charge of the Company’s management, and also guaranteeing shareholders the opportunity to bepresented with an alternative proposal. We believe that by doing so, shareholders will be able to acquiresufficient information and make an appropriate decision as to whether to accept or reject the Large-scale
Purchases, which will translate into protecting the common interests of shareholders. We thus believe that theestablishment of the Plan will serve as the premise for shareholders and investors to make an appropriate
investment decision and contribute to the common interests of shareholders and investors.
As explained in 2. (3) “Policy on how to respond to cases in which Large-scale Purchases are performed”,
the Company’s policy on how to respond to such Purchases varies depending on whether or not the Purchaser,
etc. observes the Plan, so shareholders and investors are advised to keep a close eye on the actions of thePurchaser, etc.
(2) Impact of gratis allotment of subscription rights to shares (shinkabu yoyakuken) on shareholders
In cases where a resolution to execute the gratis allotment of subscription rights to shares (hereinafterreferred to as "Gratis Allotment of Subscription Rights to Shares”) has been passed at the Board of Directorsof the Company or the general meeting to confirm shareholders’ intention, Subscription Rights to Shares willbe allotted free of charge to shareholders at an allotment date prescribed separately at a ratio specified
separately in the resolution on the Gratis Allotment of Subscription Rights to Shares by the Board of Directors
not exceeding one Subscription Right to Shares per share held. If shareholders fail to pay money in the amountof the prescribed exercise price, etc. or perform other procedures for the exercise of Subscription Rights toShares stated in (3) “Procedures for shareholders associated with Gratis Allotment of Subscription Rights toShares” below during the exercise period, the Company’s shares held by such shareholders will be diluted by
the exercise of the Subscription Rights to Shares by other shareholders. However, through (3) “Procedures forshareholders associated with Gratis Allotment of Subscription Rights to Shares” below, the Company may
acquire the Subscription Rights to Shares from shareholders other than the specified Purchaser, etc. and in
exchange thereof, grant the Company’s shares. If the Company has taken such acquisition procedures,
shareholders other than the specified Purchaser, etc. will receive the Company’s shares without having to
exercise the Subscription Rights to Shares or pay money in the amount equivalent to the prescribed exercise
price, so dilution will not occur with respect to the Company’s shares held.
However, the Purchaser, etc. may be affected in some way as a result of the launch of such countermeasurein terms of legal rights or financial gains.
Of note, the Company may cancel the Gratis Allotment of Subscription Rights to Shares by the day on
which the Subscription Rights to Shares come into effect, or execute the gratis acquisition of Subscription
Rights to Shares that had been allotted free of charge after the effective date of the Gratis Allotment of
Subscription Rights to Shares and before the day prior to the first day of the exercise period of the Subscription
Rights to Shares. In such cases, no dilution will occur with respect to the share value per share, so shareholders
and investors who have executed trades based on the assumption that share value per share would be diluted
may incur losses proportionate to share price fluctuations.

18

(3) Procedures for shareholders associated with Gratis Allotment of Subscription Rights to Shares
Shareholders recorded in the last shareholder register as at the allotment date of the Subscription Rights toShares will be entitled to the subscription rights to shares as a matter of course on the effective date of theGratis Allotment of Subscription Rights to Shares, so there is no need to take application procedures, etc.
Of note, a document for requesting the exercise the Subscription Rights to Shares (which shall be in theform prescribed by the Company including the description and number of the Subscription Rights to Shares tobe exercised, necessary matters such as the exercise date of the Subscription Rights to Shares, a representation
and warranty clause, indemnification clause and other covenants about the conditions of exercise of the
Subscription Rights to Shares being fulfilled by the actual shareholder, etc.) and other documents required forthe exercise of the Subscription Rights to Shares will be sent to shareholders. After the Gratis Allotment of
Subscription Rights to Shares, shareholders may be required to exercise the Subscription Rights to Shareswithin the exercise period of the Subscription Rights to Shares. In doing so, submission of the necessary
documents followed by the payment of one yen or more per Subscription Right to Share to the payment
handling location will result in the issuance of one share of the Company per Subscription Right to Shares as a
general rule.
In cases where the Board of Directors of the Company has decided to acquire the Subscription Rights toShares, the Company may acquire the Subscription Rights to Shares at a date specified separately by the Boardof Directors of the Company and in exchange thereof, grant the Company’s shares to shareholders, inaccordance with procedures stipulated by law. In such cases, said shareholders may be required to separately
submit a form prescribed by the Company including a representation and warranty clause, indemnification
clause and other covenants about the conditions of exercise of the Subscription Rights to Shares being fulfilledby the actual shareholder, etc.
In addition to the above, a public announcement or notification of the details of allotment method, exercise
method and method of acquisition by the Company will be provided to shareholders after the resolution on theGratis Allotment of Subscription Rights to Shares by the Board of Directors of the Company; shareholders arethus advised to confirm such details.

19

(Appendix 1)

Basic policy concerning persons who control the decisions on the Company’s financial and business policies
Shareholders and investors are allowed to freely trade shares of the Company, a listed company Even if a proposal forlarge-scale purchases has been made or any act similar thereto has been performed with respect to the Company’s shares, theCompany will not categorically deny such proposal or act; the Company believes that it should ultimately be judged byreflecting shareholders’ intention as a whole, provided that it contributes to the Company’s corporate value, and in turn, thecommon interests of its shareholders.
However, proposals for large-scale purchases of shares may include, for example, offers with the risk of impairing thecorporate value of the Company’s group and in turn, the common interests of its shareholders such as those with the possibilityof not being able to maintain a good relationship with stakeholders, offers that cannot be deemed to adequately reflect the valueof the Company’s group, or offers in which information needed for shareholders to make the ultimate decision is not provided
adequately.
The Board of Directors of the Company believes that in response to such proposals, it needs to secure necessary time andinformation, negotiate with the person proposing large-scale purchases of shares and perform other such tasks for shareholders,
as responsibilities entrusted by shareholders.

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(Appendix 2)

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(Appendix 3)
Overview of Gratis Allotment of Subscription Rights to Shares (shinkabu yoyakuken)
In cases where the gratis allotment of subscription rights to shares (shinkabu yoyakuken) is to be executed as a countermeasurelaunched under the Plan, such gratis allotment shall be as summarized below.
1. Number of Subscription Rights to Shares
The number of Subscription Rights to shares shall be the number specified separately in the resolution on the Gratis
Allotment of Subscription Rights to Shares by the Board of Directors of the Company (hereinafter referred to as "Resolution
on Gratis Allotment of Subscription Rights to Shares”), not exceeding the same number as the final total number ofoutstanding shares of the Company as at the allotment date specified separately in the Resolution on Gratis Allotment of
Subscription Rights to Shares (hereinafter referred to as "Allotment Date”) (provided, however, that the number of treasury
shares of the Company at said point in time shall be deducted).
2. Shareholders Entitled to Allotment
Shareholders recorded in the last shareholder register of the Company as at the Allotment Date will be allotted the
Subscription Rights to Shares free of charge at a ratio specified separately in the Resolution on Gratis Allotment of
Subscription Rights to Shares by the Board of Directors of the Company not exceeding one Subscription Right to Shares percommon share of the Company held (excluding common treasury shares of the Company).
3. Effective Date of Gratis Allotment of Subscription Rights to Shares
The effective date shall be the day specified separately in the Resolution on Gratis Allotment of Subscription Rights toShares by the Board of Directors of the Company.
4. Class and Number of Shares underlying Subscription Rights to Shares
The class of shares underlying the Subscription Rights to Shares shall be common shares of the Company, and the numberof underlying shares per Subscription Right to Shares (hereinafter referred to as "Number of Underlying Shares” shall be one
share unless adjusted separately.
5. Value of Property to be Contributed upon Exercise of Subscription Rights to Shares
Money shall be subject to contribution upon the exercise of the Subscription Rights to Shares, and the value of property to
be contributed per Company share upon the exercise of the Subscription Rights to Shares shall be one yen or more.
6. Conditions of Exercise of Subscription Rights to Shares(i) Specified large-scale holder*11(ii) Joint holder of specified large-scale holder(iii) Specified large-scale purchaser*12(iv) Specially related party of a specified large-scale purchaser(v) A person who has received the Subscription Rights to Shares by transfer or inheritance from a person referred to in anyof the items from (i) to (iv) above without obtaining the approval of the Board of Directors of the Company(vi) An associate of a person referred to in any of the items from (i) to (v) above*13 (a person referred to in any of the items
from (i) to (vi) shall hereinafter be collectively referred to as “Specified Purchaser, etc.”)
In principle, the aforementioned persons shall not be entitled to exercise the Subscription Rights to Shares. In principle,
persons who need to take prescribed procedures upon exercising the Subscription Rights to Shares under applicable foreignlaws and regulations shall not be entitled to exercise the Subscription Rights to Shares. However, among the
aforementioned persons, certain persons who can use exemption clauses, etc. under such applicable foreign laws andregulations will be entitled to exercise the Subscription Rights to Shares, and their Subscription Rights to Shares will be
subject to acquisition by the Company for which the consideration is the Company’s shares as described in 8. below.
7. Transfer of Subscription Rights to Shares
Acquisition of the Subscription Rights to Shares by transfer shall require the approval of the Board of Directors of theCompany.
8. Acquisition of Subscription Rights to Shares by the Company(1) In cases where the Board of Directors of the Company has determined that it would be unreasonable to keep launching thecountermeasures after commencing the procedures to launch the countermeasures, the Company may halt the launch of thecountermeasures. Specifically, the Company may cancel the Gratis Allotment of Subscription Rights to Shares by the dayon which the Subscription Rights to Shares come into effect, or execute the gratis acquisition of all Subscription Rights toShares on a day specified separately by the Board of Directors of the Company after the day on which the Subscription
Rights to Shares come into effect, until the day prior to the first day of the exercise period of the Subscription Rights toShares.

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(2) On a day specified separately by the Board of Directors of the Company, the Company may acquire all Subscription Rights
to Shares held by anyone other than the Specified Purchaser, etc. that had not been exercised by the business day prior tosuch day specified separately by the Board of Directors of the Company, and in exchange thereof, grant the shares of theCompany in the Number of Underlying Shares per Subscription Right to Shares.
9. Exercise Period, etc. of Subscription Rights to Shares
The exercise period of the Subscription Rights to Shares and other necessary matters shall be specified separately in the
Resolution on Gratis Allotment of Subscription Rights to Shares by the Board of Directors of the Company.

Notes *11:

“Specified large-scale holder” shall mean a holder of shares, etc. of which the Company is the issuer whose ownership ratio ofsuch shares, etc. is 20% or higher or a person who is deemed by the Board of Directors of the Company to correspond to suchholder; provided, however, that such person whose acquisition/holding of the shares, etc. of the Company is deemed by the
Board of Directors of the Company not to be detrimental to the Company’s corporate value and the common interests of its
shareholders and other persons specified separately in the Resolution on Gratis Allotment of Subscription Rights to Shares by
the Board of Directors of the Company shall not correspond to a specified large-scale holder.

*12:“Specified large-scale purchaser” shall mean a person who has given a public notice about making a purchase, etc. (as definedin Article 27-2, Paragraph (1) of the Financial Instruments and Exchange Act; hereinafter the same shall apply in this Note) of
shares, etc. (as defined in Article 27-2, Paragraph (1) of said Act; hereinafter the same shall apply in this Note) of which theCompany is the issuer through tender offer whose ownership ratio of shares, etc. with respect to shares, etc. under his/herownership (including cases provided for in Article 7, Paragraph (1) of the Order for Enforcement of the Financial Instruments
and Exchange Act as being equivalent thereto) after such large-scale purchases is deemed by the Board of Directors of theCompany to become 20% or higher when combined with the ownership ratio of shares, etc. of the specially related party ofsuch person; provided, however, that such person whose acquisition/holding of the shares, etc. of the Company is deemed by
the Board of Directors of the Company not to be detrimental to the Company’s corporate value and the common interests of its
shareholders and other persons specified separately in the Resolution on Gratis Allotment of Subscription Rights to Shares by
the Board of Directors of the Company shall not correspond to a specified large-scale purchaser.
“Associate” of a particular person means a person deemed by the Board of Directors of the Company to effectively havecontrol over such person, be controlled by such person or be under joint control with such person (including those deemed tocorrespond thereto by the Board of Directors of the Company) and a person who is deemed to act in collaboration with such
person by the Board of Directors. Of note, “control” shall mean “controls decisions on the financial and business policies” ofother companies, etc. (as defined in Article 3, Paragraph (3) of the Ordinance for Enforcement of the Companies Act).

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