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 6505)
August 4, 2023
Commencement of measures for electronic provision: August 1, 2023
To Shareholders with Voting Rights:
Akira Watanabe
President, Representative Director
Toyo Denki Seizo K.K.
1-4-16 Yaesu, Chuou-ku, TokyoNOTICE OF
THE 162nd ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby announce that the 162nd Annual General Meeting of Shareholders of Toyo Denki Seizo K.K.
(the “Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic
provision. Matters subject to electronic provision are posted on the following website as “Notice of the 162nd
Annual General Meeting of Shareholders.”
The Company’s website: https://www.toyodenki.co.jp/ir/meeting.php (Japanese only)
In addition to the above website, matters subject to electronic provision are also posted on the Tokyo Stock
Exchange (TSE) website below. Please search for the Company either by entering “Toyo Denki Seizo” in the“Issue name (company name)” bar or the securities code “6505” in the “Code” bar, then select “Basic
information” followed by “Documents for public inspection/PR information” to view the information.
TSE website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Instead of attending the meeting, you can exercise your voting rights in writing or via the Internet,
etc. Please review the Reference Documents for the General Meeting of Shareholders described in thematters subject to electronic provision, and exercise your voting rights no later than 5:00 p.m. on
Monday, August 28, 2023, Japan time.
1. Date and Time:
2. Place:

Tuesday, August 29, 2023, at 10:00 a.m. Japan time
“Station Conference Tokyo” Meeting Room 501, 5F, Sapia Tower
1-7-12 Marunouchi, Chiyoda-ku, Tokyo

3. Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
162nd Fiscal Year (June 1, 2022 - May 31, 2023) and results of audits by the
Accounting Auditor and the Audit and Supervisory Board of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 162nd Fiscal Year
(June 1, 2022 - May 31, 2023)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of One (1) Director
Proposal 2:
Election of Two (2) Audit and Supervisory Board Members
Proposal 3:
Continuation of Countermeasures against a Large-scale Purchase of the
Proposal 4:Company’s Shares, etc.

-1-◎ The paper copy sent to shareholders also serves as the document describing matters for electronic
provision based on the request for delivery of a paper copy. In accordance with provisions of laws andregulations as well as Article 15 of the Company’s Articles of Incorporation, the following matters are
excluded. Accordingly, the paper copy is part of the documents audited by the Audit and Supervisory
Board Members and the Accounting Auditor when preparing the audit report.
・"Information Concerning Accounting Auditor"
・“Overview of Systems to Ensure Appropriate Business Operations (Basic Policy for Internal Control
Systems) and Operational Status Thereof”
・“Basic Policy on Control of the Company”
・"Consolidated Statements of Changes in Net Assets"
・"Notes to Consolidated Financial Statements"
・"Non-consolidated Statements of Changes in Net Assets"
・"Notes to Non-consolidated Financial Statements"◎ In the event of any revisions to the matters subject to electronic provision, details of the revisions will be
posted on each of the designated websites.

-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

With regard to the appropriation of surplus, the Company proposes the following.
[Items related to the year-end dividend]With regard to the year-end dividend for the fiscal year ended May 31, 2023, upon
comprehensively taking into consideration the return of profits to shareholders in a continuous andstable manner, the strengthening of the Company’s business structure and other factors the Company
proposes the ordinary dividend of 30 yen per share.
(1) Type of dividend property
Cash(2) Items related to the allocation of dividend property to shareholders and its total amount
30 yen per share of common stock
Total of 282,994,710 yen(3) Effective date of distribution of surplus
August 30, 2023
(Reference)■Dividend Policy
Based on the Company's policy of paying continuous and stable dividends, and in order to fulfill
the mandate of our shareholders, we aim to strengthen the earnings capacity necessary to secure
dividend resources and achieve a dividend payout ratio of 30%.

-3-

Proposal 2:

Election of One (1) Director

In order to strengthen the corporate governance system and ensure diversity, including a balance of skillsof the Board of Directors as a whole, the election of one Outside Director is proposed.
The candidate for Director is as follows. In accordance with the Articles of Incorporation of the Company,
the term of office of the candidate for Director shall expire upon the expiration of the term of office of otherincumbent Directors.
Name(Date of birth)

Past experience, positions, responsibilities,
significant concurrent positions, and reason for nomination as a candidate, etc.
Registered as Attorney at Law (Daini Tokyo Bar Association)
Joined Shin-yotsuya Law Offices
Established Law Office of Itsumi & Machida
December 2012
Vice-Chairperson, Labor Issue Committee, Daini Tokyo Bar
April 2017
Association (current position)[Reason for nomination as a candidate for Outside Director and overview of expectedroles]
Ms. Yukiko Machida is a qualified lawyer and has a particularly high level of insightin the field of labor law, including through her service as Vice-Chairperson of theLabor Issue Committee, Daini Tokyo Bar Association. She has also written andlectured on women’s empowerment and harassment. Based on her experience, theCompany nominated her as a candidate for Outside Director, as the Company can
expect her to continue to give advice and make proposals effectively in order to ensure
legality and appropriateness of decision-making of the Board of Directors of theCompany, and to give advice and proposals regarding the Company’s personnel andlabor issues.

Number ofshares of theCompany held

December 2009

Yukiko Machida
March 24, 1984
New appointment
Outside Director
Independent
Director(Notes) 1.

2.

3.

4.

0

There are no special interests between each candidate for Director and the Company.
Ms. Yukiko Machida is a candidate for Outside Director as stipulated in Article 2, Paragraph 3, Item 7 of
the Ordinance for Enforcement of the Companies Act. The Company intends to register her as anindependent officer with the Tokyo Stock Exchange.
Pursuant to the stipulations of Article 427, Paragraph 1 of the Companies Act, the Company may enter into
an agreement with an Outside Director to limit her liability as stipulated in Article 423, Paragraph 1 of theCompanies Act to the amount set forth by laws and regulations. If Ms. Yukiko Machida is elected, theCompany intends to enter into the above agreement with her to limit her liability.
The Company has concluded a directors and officers liability insurance agreement as stipulated in Article
430-3, Paragraph 1 of the Companies Act with an insurance company. Under the said insurance agreement,
damage caused as a result of the insured directors assuming liability regarding the execution of their duties
or receiving claims pertaining to the pursuit of such liability shall be covered. If the candidate is appointed
to the position of Director, she will be included as the insured under this insurance agreement.

-4-

<Reference>■
Directors Skills Matrix
Expertise and experience of Directors (after the approval of Proposal 2)
Areas of expertise and experience
Name

Akira
Watanabe
Kenzo
Terashima
Yoshifumi
OtsuboKenji
Tanimoto
Koji
Mizumoto
Taizo
Makari
YukikoMachidaOutsideDirectors

Research and Manufacturing/development/
Quality control
Technology

Corporate
management

Sales/
MarketingGlobalbusiness

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Human
resources/
Labor

Accounting/
FinanceLegalaffairs

●

●

●

●

●

●

●

●

●
●

●

●

●
●

-5-

●

Proposal 3:

Election of Two (2) Audit and Supervisory Board Members

As Audit and Supervisory Board Members Mr. Kenji Ueda and Mr. Yoshinori Kawamura will retire dueto the expiration of their terms of office at the conclusion of this General Meeting of Shareholders, theelection of two Audit and Supervisory Board Members is proposed.
Furthermore, the Audit and Supervisory Board has given its approval to this proposal.
The candidates for Audit and Supervisory Board Member are as follows.
No.

Name
(Date of birth)

Past experience, positions, significant concurrent positions, and reason for
nomination as a candidate, etc.
Joined the Company
Technology Group Manager, Shiga Factory, Industrial Systems
Works, Industry Business Unit
Deputy General Manager, Shiga Factory, Industrial Systems
July 2011
Works, Industry Business Unit
General Manager, Shiga Factory, Industrial Systems Works,
April 2013
Industry Business Unit
Deputy General Manager, Ryuo Factory Integration Division
July 2016
December 2017 General Manager, Industrial Systems Planning Division,
Industry Business Unit
Operating Officer; Deputy Division Director, Industry
June 2019
Business Unit; General Manager, Industrial Systems Planning
Division (current position)[Reason for nomination as a candidate for Audit and Supervisory Board
Member]Mr. Toshiharu Takaki, since joining the Company, has held important positionsin the Industry Business, and has abundant experience and knowledge regarding
the Company’s business. He is selected as a candidate for Audit andSupervisory Board Member since the Company expects him to provide
accurate opinions as an Audit and Supervisory Board Member.
Lecturer, Faculty of Economics, Takasaki City University ofApril 1991
Economics
Lecturer, School of Commerce, Waseda University
April 1994
Associate Professor, School of Commerce, Waseda University
April 1996
Professor, School of Commerce, Waseda University
April 2001
Professor, Faculty of Commerce, Waseda University (current
April 2004
position)[Reason for nomination as a candidate for Audit and Supervisory Board
Member]Mr. Keiichi Hasegawa has a high level of insight and extensive knowledge in thefield of corporate finance and accounting. He is selected as a candidate for
Outside Audit and Supervisory Board Member since the Company expects him
to provide accurate opinions on the soundness of finance and accounting as wellas management overall.

Number ofshares of theCompany held

April 1983
February 2010

1

2

Toshiharu Takaki
February 5, 1963
New appointment

Keiichi Hasegawa
December 7, 1962
New appointment
Outside Audit andSupervisory Board
MemberIndependent Audit
and Supervisory
Board Member

-6-

2,045

0

(Notes) 1.

2.
3.
4.

5.

There are no special interests between each candidate for Audit and Supervisory Board Member and theCompany.
Mr. Keiichi Hasegawa is a candidate for Outside Audit and Supervisory Board Member as stipulated in
Article 2, Paragraph 3, Item 8 of the Ordinance for Enforcement of the Companies Act.
If. Mr. Keiichi Hasegawa is elected, the Company intends to register him as an independent officer with
the Tokyo Stock Exchange.
Pursuant to the stipulations of Article 427, Paragraph 1 of the Companies Act, the Company may enter into
an agreement with an Outside Audit and Supervisory Board Member to limit his liability as stipulated in
Article 423, Paragraph 1 of the Companies Act to the amount set forth by laws and regulations as
stipulated in the Articles of Incorporation. If Mr. Keiichi Hasegawa, a candidate for Outside Audit andSupervisory Board Member, is elected, the Company intends to enter into the above agreement to limit his
liability.
The Company has concluded a directors and officers liability insurance agreement as stipulated in Article
430-3, Paragraph 1 of the Companies Act with an insurance company. Under the said insurance agreement,
damage caused as a result of the insured directors assuming liability regarding the execution of their duties
or receiving claims pertaining to the pursuit of such liability shall be covered. If the candidates areappointed to the position of Director, they will be included as the insured under this insurance agreement.

<Reference>■
Standards for Independence of Outside Officers
In addition to fulfilling the criteria in the Companies Act, Outside Officers shall also not fall under anyof the following items, in accordance with the Tokyo Stock Exchange “Guidelines Relating to ListingManagement, etc.”(1) In the event that a company where the Outside Officer serves as an executive* receives payment
from the Company or a subsidiary of the Company as consideration for products, components, orservices, or makes payment to the Company or a subsidiary of the Company, cases when theamount of such payments exceeds 2% of the consolidated net sales of either company in any fiscal
year during the past three fiscal years.
(2) Cases when the Outside Officer has received compensation exceeding 10 million yen directlyfrom the Company or a subsidiary of the Company as a legal, accounting, or tax specialist or
consultant (or in the event of a corporation, a person belonging to that corporation) in any fiscal
year during the past three fiscal years.
(3) Cases when contributions from the Company to a non-profit organization where the Outside
Officer serves as an officer executing business operations have exceeded 10 million yen in any
fiscal year during the past three fiscal years.
(4) Cases when the Outside Officer is or has been a major shareholder of the Company or an
executive thereof, directly or indirectly holding more than 10% of the Company’s voting rights
during the past three years.
(5) Cases when a relative within the second degree of the Outside Officer falls under the following
categories:
・ An executive of the Company or a subsidiary of the Company during the past three years(excluding insignificant persons);
・ A person falling under any of the above items (1) to (4) (excluding insignificant persons).
*Executive: An executive director, executive officer, operating officer, manager, or other employee-7-Proposal 4:

Continuation of Countermeasures against a Large-scale Purchase of the Company’s Shares,etc.

At the 147th Annual General Meeting of Shareholders held on August 26, 2008, the Company introduced
countermeasures against a large-scale purchase of the Company’s shares upon receiving shareholders’approval, and subsequently, most recently, renewed this policy after receiving shareholders’ approval at the159th Annual General Meeting of Shareholders held on August 26, 2020 (hereinafter, the existing
countermeasures against a large-scale purchase of the Company’s shares, etc. shall be referred to as “theCurrent Plan”).
As the effective period of the Current Plan is until the conclusion of this Annual General Meeting of
Shareholders, the Company has considered its status, including the appropriateness of its continuation, fromthe perspective of securing and enhancing corporate value and shareholders’ common interests. As a result,at a meeting of the Board of Directors held on July 13, 2023, the Company has decided to continue theCurrent Plan upon making partial changes to its contents, subject to receiving the approval of shareholders(hereinafter, the policy after continuation shall be referred to as “this Plan”).
Accordingly, the continuation of this Plan is proposed. If shareholders’ approval is received at this Annual
General Meeting of Shareholders, the effective period of this Plan shall be from that point until theconclusion of the Annual General Meeting of Shareholders of the Company to be held in August 2026.
When continuing this Plan, we have presented details of our social mission and efforts to improve
corporate value described in our long-term vision. The Company has made required changes to details,
including the definition of a large-scale purchase, etc. subject to the Plan, the addition of committee
members so that the Independent Committee is composed mainly of independent Outside Directors, andother amendments to dates and wording, etc., but there are no changes to the fundamental plan.
Furthermore, this Plan was determined by the unanimous approval of all Directors at a meeting of theBoard of Directors when all six Directors attended, including two Outside Directors. In addition, at themeeting of the Board of Directors, all four Audit and Supervisory Board Members of the Company attended,
including three Outside Audit and Supervisory Board Members, and all of them expressed the opinion that
this Plan is appropriate as countermeasures against a large-scale purchase of the Company’s shares, etc.
1. Basic Policy Regarding the Status of Persons Controlling Decisions about the Company’s Financial andBusiness Policies
As an entity whose shares are listed on a financial instruments exchange, the Company respects the freetransaction of its shares on the exchange, and even in the case of a large-scale purchase of the Company’s
shares by a specific person, the Company shall not categorically deny it, provided it contributes to securing
and enhancing the corporate value of the Group and shareholders’ common interests. In addition, theCompany believes that ultimately, whether or not to accept a large-scale purchase of shares should be
entrusted to the determination of shareholders.
However, among proposals for large-scale purchases of shares, there are some for which the necessary
information for shareholders to make a final decision has not been provided, some that cannot be said to
sufficiently reflect the social mission of the Group and the significance of its existence, and some that may
harm the corporate value of the Group and shareholders’ common interests.
For such proposals, the Board of Directors of the Company believes that, as the responsibility of persons
entrusted by shareholders, they must act on shareholders’ behalf to perform actions such as securing thenecessary time and information and negotiating with the person making the large-scale purchase proposal for
the Company’s shares.
2. Initiatives to Contribute to Sources of Corporate Value of the Company and the Realization of the Basic
Policy(1) Sources of the Corporate Value of the Company
Since the Company’s founding in 1918, we have developed and manufactured large numbers of electricalequipment for rail vehicles and general industrial fields, with our core technology in the field of motor drive
technology, for a long period of more than 100 years, and have played a part in domestic and global social
infrastructure. The Company’s basic stance since our founding of “Tireless challenge to improve
technologies,” “Full commitment to facing our customers squarely,” and “Development of manufacturing
professionals” has created the current “Close networks with suppliers,” and has become the source (corevalue) of the creation of the Group’s corporate value, “Achievements and reliability in 100 years ofbusiness.”
Based on these core values of the Group, we will provide products and services in each of ourTransportation Systems, Industrial Systems, and ICT Solution Business segments, and aim to achieve our-8-long-term vision to “Help build social and industrial infrastructure that is considerate of the global
environment, with a focus on exceptional motor drive technologies.” This is precisely the social mission of
the Group as a company, and can be described as its raison d'être.
In order to realize our long-term vision, the Company is currently promoting the next Medium-Term
Management Plan 2026 with the aim of continuously enhancing the corporate value of the Group.
(2) Initiatives to Enhance Corporate Value
Based on the achievements and remaining issues in the Medium-Term Management Plan “Revitalize
2020/2022” (FYE May 2019 through FYE May 2022) that we worked on until May 2022, we decided towork on a new four-year medium-term management plan. However, because we were unable to obtainsufficient earning capacity to cope with the major changes in the business environment, including thedownturn in railway passenger numbers during the COVID-19 pandemic and the revision of testing
equipment due to the electrification of automobiles, the result of the previous medium-term management
plan was a major shortfall from the plan’s targets.
In light of the challenges faced by the Company that have been revealed by these results, we havepositioned the next Medium-Term Management Plan 2026 (FYE May 2023 through FYE May 2026) as theperiod when we accomplish the “revitalization and transformation of Toyo Denki” in our goal of the“recovery and improvement of corporate value.”To this end, the three fundamental policies of the plan are to: “1. Expand new businesses and products,”“2. Thoroughly improve the earnings structures of existing businesses,” and “3. Improve asset efficiency
with an awareness of corporate costs” in an aim to achieve ROE of 8%.
Three fundamental policies
1. Expand new businesses and products

2. Thoroughly improve the earnings structures ofexisting businesses

3. Improve asset efficiency with an awareness ofcorporate costs

Details
Strengthen and expedite development of new
business areas across the Company, and respond toelectrification, DX, and decarbonization, etc.
Drastically strengthen profitability of both factories
and sales from the viewpoint of improving
production efficiency and securing appropriate
selling prices
Continue to reduce cross-shareholdings, as well as
review capital efficiency of each business andpromote the optimization of corporate resource(3) Corporate Governance
The Company embraces the business principle of prioritizing ethics and contributing to the prosperity ofcustomers and society as the starting point for its corporate activities. Recognizing the importance ofpracticing compliance based on corporate ethics, the Group continually reviews its control and monitoring toadapt to changes in the social, regulatory, and business climate. This is part of a commitment to enhance andexpand corporate governance to ensure the healthy management of the Group.
In April 2018, we established the Nomination and Compensation Advisory Committee set up under the
Board of Directors with the participation of Outside Directors in order to further strengthen corporate
governance, thereby creating a mechanism to ensure objectivity and transparency when selecting candidates
for Directors and Operating Officers and determining their remuneration.
In June 2018, we separated the supervision and execution functions of the Board of Directors so that bydelegating business execution to Operating Officers, the Board of Directors is mainly responsible forsupervisory functions.
In addition, at this Annual General meeting of Shareholders, we are endeavoring to ensure the diversity of
the Board of Directors, which contributes to corporate governance, by selecting a female candidate for
Outside Director.
As a company with an Audit and Supervisory Board, the supervisory function of the Board of Directors
and the audit function of Audit and Supervisory Board Members in regard to the business execution of
Directors both function effectively.
As corporate governing bodies based on laws and regulations and the Articles of Incorporation, theCompany has a Board of Directors, Audit and Supervisory Board Members, an Audit and Supervisory Board,and Accounting Auditors, in addition to the General Meeting of shareholders and Directors.
The Board of Directors comprises six Directors, including two Outside Directors (seven Directors,-9-including three Outside Directors (including one female Outside Director) if the proposal for the election of
Directors is approved at this Annual General meeting of Shareholders), and, in addition to making decisions
on matters to be decided solely at the discretion of the Board of Directors and important management matters,also supervises Directors’ and Operating Officers’ business execution. Furthermore, a Management Strategy
Meeting and Executive Officer Liaison Meeting are held, with Directors, Operating Officers, and Audit andSupervisory Board Members in attendance, and all officers at these meetings share information reported
from each operational division, in addition to confirming the status of progress on management issues, andconducting the necessary deliberation of important management issues.
There are four Audit and Supervisory Board Members, including three Outside Audit and Supervisory
Board Members, and in addition to auditing the business execution of Directors through attendance atimportant meetings such as the Board of Directors and the Management Strategy Meeting and confirming
the status of operations and assets, the Audit and Supervisory Board also works closely with internal auditors
and Accounting Auditors, strengthening their mutual coordination by, for example, exchanging information,and thus enhancing the effectiveness and efficiency of audits.
In addition, the Company has an Internal Control Committee under the Board of Directors, which
deliberates the awareness of risks in the Company and countermeasures, etc.
Going forward, the Company will continue to work to enhance the corporate governance system.
3. Objective of this Plan
The Board of Directors of the Company has decided to continue this Plan in order to make clear the rulesthat persons attempting to conduct a large-scale purchase of the Company’s shares, etc. should follow, and tosecure the necessary and sufficient information and time for shareholders and investors to make anappropriate assessment, together with opportunities to negotiate with the person attempting to conduct thelarge-scale purchase.
As follows, this Plan sets forth the rules that persons attempting to conduct a large-scale purchase of theCompany’s shares, etc. should follow, and makes it clear that any persons attempting to conduct a large-scalepurchase might incur damages as a result of the Company taking countermeasures in certain cases, and by
making appropriate disclosure thereof, a warning is hereby given to any persons attempting to conduct alarge-scale purchase that will not contribute to the Company’s corporate value and shareholders’ common
interests.
Furthermore, under this Plan, in order to eliminate arbitrary judgments by the Board of Directors of theCompany when activating countermeasures, etc., the Company shall respect to the maximum extent possible
the recommendation of an independent committee (hereinafter, the “Independent Committee”) made up
solely of persons independent from the management team conducting the business operations of theCompany who are Outside Directors of the Company, Outside Audit and Supervisory Board Members of theCompany, or outside experts (corporate managers with a track record of performance, former government
employees, attorneys, certified public accountants, academic experts, or other equivalent persons), in
accordance with the Independent Committee Regulations (please refer to Attachment 1 for an overview
thereof), in addition to ensuring transparency by making timely disclosure of related information toshareholders and investors. For the members of the Independent Committee at the time of the continuation ofthis Plan, the Company intends to appoint the five persons listed in Attachment 2.
In addition, the status of major shareholders of the Company as of May 31, 2023 is as shown in
Attachment 3, “Status of Shareholdings by Major Shareholders of the Company.” The Company has notreceived any inquiries or requests, etc. regarding a large-scale purchase of the Company’s shares, etc. at thepresent time.
4. Details of this Plan (Initiatives to Prevent Decisions about the Company’s Financial and Business Policies
Being Controlled by Inappropriate Persons in light of the Basic Policy)(1) Procedures Relating to this Plan
1) Applicable Large-scale Purchases, etc.
This Plan shall apply in cases when a purchase or other similar action pertaining to the Company’s shares,
etc. that falls under any of category (i) to (iii) below is conducted (however, this excludes those that havebeen approved by the Board of Directors of the Company; hereinafter, the relevant actions are referred to as“large-scale purchase(s), etc.”). Persons conducting or attempting to conduct a large-scale purchase, etc.
independently, or jointly or in concert with another party (hereinafter, “purchaser(s), etc.”) must comply withthe procedures set forth in advance in this Plan.

- 10 -

Purchases whereby the ownership ratio of shares, etc.1 of a holder2 in relation to shares, etc.3
issued by the Company will be 20% or more.
(ii) A tender offer4 for shares, etc.5 issued by the Company, whereby the total of the ownership ratio ofshares, etc.6 pertaining to the shares, etc. that the tender offer concerns and the ownership ratio ofshares, etc. of any specially related parties7 thereof will be 20% or more.
(iii) Regardless of whether or not an action stipulated in (i) or (ii) above is conducted, (a) an action
between a person attempting to acquire the Company's shares, etc. or any joint holders8 thereof, or
specially related parties (hereinafter, "Acquirer of Shares, etc." in (iii) herewith) and anothershareholder of the Company (including cases of multiple shareholders; hereinafter, the same shallapply in (iii) herewith), and, an agreement or other act that, as the result of such action, causes theother shareholder to fall under the category of joint holder with the Acquirer of Shares, etc., or an
action 9 that establishes a relationship 10 between the Acquirer of Shares, etc. and said othershareholder in which one party effectively controls the other, or the parties act jointly or in concert,and (b) an action that causes the total shareholding ratio of the Acquirer of Shares, etc. and said
other shareholder to reach 20% or more of the shares, etc. issued by the Company.
(i)2) Prior Submission of Letter of Intent to the Company
The purchaser, etc. shall submit to the Board of Directors of the Company a written statement that
includes a pledge to comply with the procedures set forth in this Plan when conducting a large-scalepurchase, etc. (hereinafter, the “Letter of Intent”) in Japanese, in the form specified by the Company, aheadof the implementation of any large-scale purchase, etc.
Specifically, the following items shall be provided in the Letter of Intent.
(i) Overview of the purchaser, etc.
(a) Name or corporate name and address or location(b) Position and name of representative(c) Object and business details of the company, etc.
(d) Overview of major shareholders or major investors (top ten by shares held or investment ratio)(e) Contact details in Japan1

As defined in Article 27-23, Paragraph 4 of the Financial Instruments and Exchange Act. The same shall apply hereinafter.
Refers to a holder as defined in Article 27-23, Paragraph 1 of the Financial Instruments and Exchange Act, and includes
persons included as holders pursuant to Paragraph 3 of the same. (Including persons to whom this is deemed to apply by the
Board of Directors of the Company.)3
As defined in Article 27-23, Paragraph 1 of the Financial Instruments and Exchange Act. The same applies hereinafter unlessotherwise provided for. Furthermore, in the event of amendments to laws and regulations, etc. cited in this Plan (includingchanges to the names of laws and regulations and the establishment of new laws, etc. that succeed the former laws andregulations, etc.), each provision or term of the law or regulation, etc. cited in this Plan shall be deemed to be replaced with theprovision or term in the law or regulation, etc. that substantially succeeds these provisions or terms of laws or regulations, etc.
after the amendment, unless otherwise determined by the Board of Directors of the Company.
4
As defined in Article 27-2, Paragraph 6 of the Financial Instruments and Exchange Act. The same shall apply hereinafter.
5
As defined in Article 27-2, Paragraph 1 of the Financial Instruments and Exchange Act. The same shall apply in Item 2
hereinafter.
6
As defined in Article 27-2, Paragraph 8 of the Financial Instruments and Exchange Act. The same shall apply hereinafter.
7
Refers to a specially related party as defined in Article 27-2, Paragraph 7 of the Financial Instruments and Exchange Act.
(Including persons to whom this is deemed to apply by the Board of Directors of the Company.) However, with regard to
persons listed in Item 1 of the same, this excludes persons set forth in Article 3, Paragraph 2 of the Cabinet Office Ordinanceon Disclosure Required for Tender Offer for Share Certificates, etc. by Person Other than Issuer. The same shall apply
hereinafter.
8 Refers to a joint holder as defined in Article 27-23, Paragraph 5 of the Financial Instruments and Exchange Act, and includes
persons deemed as joint holders pursuant to Paragraph 6 of the same. (Including persons to whom this is deemed to apply by
the Board of Directors of the Company.) The same shall apply hereinafter.
9 When determining whether or not actions prescribed in (iii) above have been conducted, the Board of Directors of theCompany shall respect the judgment of the Independent Committee and make a reasonable determination. The Board of
Directors of the Company may request the shareholders of the Company to provide the necessary information to the extent
required for determining whether or not the conditions prescribed in (iii) are fulfilled.
10 Determining whether or not there is a "relationship between the Acquirer of Shares, etc. and said other shareholder in which
one party effectively controls the other, or the parties act jointly or in concert" shall be based on current or past capital
relationships (including joint control relationships), business partnerships, transactions or contractual relationships,
interlocking directorates, funding relationships, credit relationships, and substantive relationships, etc. related to theCompany's shares, etc. through derivatives, stock lending, etc., and on the direct or indirect impact of the Acquirer of Shares,
etc. and other shareholders on the Company.
2- 11 -

(f) Governing law of incorporation(ii) Number of the Company’s shares, etc. actually held by the purchaser, etc., and status of transactionsof the Company’s shares, etc. by the purchaser, etc. over the 60 days prior to the submission of theLetter of Intent(iii) Overview of the large-scale purchase, etc. proposed by the purchaser, etc. (including the type andnumber of the Company’s shares, etc. that the purchaser, etc. intends to acquire through thelarge-scale purchase, etc., and the objective of the large-scale purchase, etc. (the acquisition ofcontrol or participation in management, portfolio investment or strategic investment, the transfer,etc. of the Company’s shares, etc. to a third party after the large-scale purchase, etc., or if there is
any other objective, such as making a Material Proposal11, notice to that effect and the details
thereof; furthermore, in the event that there are multiple objectives, all shall be given.))3) Provision of the Required Information
If the Letter of Intent described in the above item 2) is submitted, then the purchaser, etc. shall thenprovide to the Company information that is necessary and sufficient for shareholders and investors to makean assessment regarding the large-scale purchase, etc. (hereinafter, the “Required Information”), in
accordance with the procedure below.
First, within ten (10) business days12 (not including the first day) of the submission of the Letter of Intent,
the Company shall dispatch to the purchaser, etc. at his or her contact address in Japan in the above item 2)(i) (e) a list of the information that should initially be provided, and the purchaser, etc. shall thus provide
sufficient information to the Company, in Japanese, in accordance with the list of information.
In addition, in the event that the Board of Directors of the Company reasonably judges that the
information provided by the purchaser, etc. in accordance with the list of information is insufficient for theassessment of shareholders or the evaluation and consideration of the Board of Directors of the Company,
etc., in light of the details and format, etc. of the large-scale purchase, etc., then the purchaser, etc. shallprovide additional information as separately requested by the Board of Directors of the Company.
Furthermore, regardless of the details and format, etc. of the large-scale purchase, etc., information
pertaining to each of the items below shall, in principle, be included in part of the list of information.
(i) Details of the purchaser, etc. and its group (including any joint holders, specially related parties, and,in the case of funds, each member and other constituents) (including history, specific name, capital
structure, business details, financial details, and the names and past experience of officers)(ii) Purpose of the large-scale purchase, etc. (details of the purpose disclosed in the Letter of Intent),
method and details (including whether or not the purchaser, etc. intends to participate inmanagement, the type and amount of consideration for the large-scale purchase, etc., timing of thelarge-scale purchase, etc., the structure of any related transactions, the number of shares, etc. thepurchaser, etc. intends to purchase and the ownership ratio of shares, etc. after the purchase, etc.,
and the legality of the method of large-scale purchase, etc.)(iii) Calculation basis for the large-scale purchase, etc. consideration (including assumptions and facts
used in the calculation, the calculation method, numerical data used in the calculation and the detailsof any synergies expected to arise as a result of transactions related to the large-scale purchase, etc.,
and, in the event that any third parties have been consulted when performing the calculation, thenames of those third parties, a summary of their opinions, and the process that led to them
determining the amount in light of these opinions)(iv) Backing for the funds for the large-scale purchase, etc. (including the specific name of the providerof funds (including any de facto providers), the method of raising funds, and the details of any
related transactions)(v) Whether or not there has been any communication of intent with any third parties in connection
with the large-scale purchase, etc. and, in the event that there has been a communication of intent,
the details thereof and an overview of those third parties(vi) In the event that the purchaser, etc. has already entered into a lending agreement, pledge agreement,
resale agreement, engagement agreement for purchase and sale or other important agreement or
arrangement (hereinafter referred to as “pledge agreement, etc.”) pertaining to the Company’s
11

Refers to a Material Proposal as defined in Article 27-26, Paragraph 1 of the Financial Instruments and Exchange Act, 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. The same applies
hereinafter unless otherwise provided for.
12 A business day refers to days other than those listed in each item of Article 1, Paragraph 1 of the Act on Holidays of
Administrative Organs.

- 12 -

shares, etc., the specific details of the pledge agreement, etc., including the type of agreement,
agreement counterparty, and number of shares, etc. to which the agreement applies(vii) In the event that the purchaser, etc. intends to enter a pledge agreement, etc. or other form ofagreement with a third party in relation to the Company’s shares, etc. that it plans to acquire in thelarge-scale purchase, etc., the specific details of the agreement, including the type of agreement
planned, agreement counterparty, and the number of shares, etc. to which the agreement applies(viii) Management policies, business plans, capital strategy, and dividend strategy for the Company and
the Group after the large-scale purchase, etc.
(ix) Policies regarding the treatment, etc. of the Company’s employees, labor unions, business partners,
customers, local communities, and other stakeholders of the Company after the large-scale purchase,etc.
(x) Specific measures to avoid a conflict of interest with other shareholders of the Company.
Furthermore, the Board of Directors of the Company shall appropriately make clear the fact that there
was a proposal for a large-scale purchase, etc. from a purchaser, etc., and shall make timely, appropriate
disclosure of an overview thereof, an overview of the Required Information, and any other information
recognized as necessary for the judgment of shareholders and investors, if there is such information.
In addition, if the Board of Directors of the Company recognizes that the Required Information has been
sufficiently provided by the purchaser, etc., it shall notify the purchaser, etc. to that effect (hereinafter, the“Completion Notice of Information Provision”), and shall make prompt disclosure to that effect.
4) Establishment of the Board of Directors’ Evaluation Period, etc.
After the Completion Notice of Information Provision, the Board of Directors of the Company will
establish a period in accordance with (i) or (ii) below depending on the difficulty of evaluating thelarge-scale purchase, etc., as a period for the Board of Directors of the Company to evaluate, consider,negotiate, form an opinion, and formulate an alternative proposal (hereinafter, the “Board of Directors’
Evaluation Period”).
(i) A period of up to 60 days in the event of a tender offer for all of the Company’s shares, etc. where
the consideration is cash only (Japanese yen)(ii) A period of up to 90 days for any other large-scale purchase, etc.
However, in either case (i) or (ii) above, the Board of Directors’ Evaluation Period may be extended if theBoard of Directors and the Independent Committee reasonably recognize that it is insufficient for theevaluation and consideration of the Board of Directors, and in that case, the purchaser, etc. shall be notifiedof the specific extension period and reasons why the extension period is necessary, and disclosure shall bemade to shareholders and investors. In addition, the extension period shall be up to a maximum of 30 days.
During the Board of Directors’ Evaluation Period, the Board of Directors of the Company shall perform
such actions as sufficiently evaluating and considering the Required Information provided by the purchaser,
etc. while appropriately obtaining advice from outside experts, etc. as necessary, and consider the content of
the large-scale purchase, etc. by the purchaser, etc. from the perspective of securing and enhancing thecorporate value of the Company and shareholders’ common interests. Through these considerations, etc., theBoard of Directors of the Company will carefully summarize the opinion of the Board of Directors in regard
to the large-scale purchase, etc. and notify the purchaser, etc. thereof, in addition to making timely,
appropriate disclosure to shareholders and investors. In addition, if necessary, the Board of Directors of theCompany may negotiate the terms and method of the large-scale purchase, etc. with the purchaser, etc., and,furthermore, present an alternative proposal to shareholders and investors as the Board of Directors of theCompany.
5) Recommendation of the Independent Committee regarding the Activation of Countermeasures
After the commencement of the Board of Directors’ Evaluation Period, the Independent Committee shallbegin performing such actions as considering the content of the large-scale purchase by the purchaser, etc.
and the opinion of the Board of Directors of the Company and any alternative proposal, etc., at the same timeas the evaluation, consideration, negotiation, opinion forming, and formulation of an alternative proposal by
the Board of Directors described in the above item 4), and during the Board of Directors’ Evaluation Period,
shall provide a recommendation to the Board of Directors of the Company regarding the appropriateness of
the activation of countermeasures or to confirm the will of shareholders, in accordance with the procedures
below. When doing so, in order to ensure that the judgment of the Independent Committee is made in amanner that contributes to the securing and enhancing of the corporate value of the Company andshareholders’ common interests, the Independent Committee may, at the Company’s expense, obtain theadvice of outside experts who are independent of the management team engaged in the business execution of
the Company (including investment banks, securities firms, financial advisers, certified public accountants,- 13 -

attorneys, consultants, and other experts). Furthermore, in the event that the Independent Committee
provides a recommendation to the Board of Directors of the Company as defined in any of the items (i)through (iii) below, the Board of Directors of the Company shall promptly disclose information relating to
the fact that the recommendation was made, an overview thereof, and any other matters judged appropriateby the Board of Directors of the Company.
(i) Cases when the purchaser, etc. has not complied with the procedures set forth in this Plan, or when
it is clearly recognized that the large-scale purchase, etc. by the purchaser, etc. will significantly
harm the corporate value of the Company or shareholders’ common interests
In cases when the purchaser, etc. has not complied with the procedures stipulated in this Plan, or when it
is recognized that the large-scale purchase, etc. by the purchaser, etc. will significantly harm the corporate
value of the Company and shareholders’ common interests, and the Independent Committee judges that theactivation of countermeasures is appropriate, then the Independent Committee shall recommend that theBoard of Directors of the Company activates countermeasures. Specifically, if the large-scale purchase, etc.
falls under any of the types listed in Attachment 4-1), and as a result it is reasonably judged from an
objective standpoint that it will cause harm to the Company that will be difficult to recover from, and may
effectively force shareholders to sell the Company’s shares, etc., then it shall be deemed to be a case when it
is clearly recognized that the large-scale purchase, etc. shall cause significant harm to the corporate value of
the Company and shareholders’ common interests.
Furthermore, the activation of countermeasures shall not be recommended in cases when the large-scalepurchase, etc. falls under any of the types listed in Attachment 4-1) for formal reasons only. The above
recommendation to activate countermeasures shall only be made in cases when it is clearly recognized thatthe large-scale purchase, etc. will significantly harm the corporate value of the Company and shareholders’common interests.

(ii) Cases when there is a risk that the large-scale purchase, etc. by the purchaser, etc. may harm thecorporate value of the Company and shareholders’ common interests
Even if the large-scale purchase, etc. does not fall under item (i) above, if it is recognized that there is arisk that the large-scale purchase, etc. by the purchaser, etc. may harm the corporate value of the Company
and shareholders’ common interests, and it is judged that the activation of countermeasures is appropriate,
then the Independent Committee shall, in principle, make a recommendation to the Board of Directors of theCompany to the effect that the will of shareholders should be confirmed regarding the content ofcountermeasures and approval for their activation.
Furthermore, if it is judged that the large-scale purchase, etc. falls under any of the types listed in
Attachment 4-2), then, in principle, it shall be recognized that the large-scale purchase, etc. may harm thecorporate value of the Company or the common interests of shareholders.
(iii) Cases when it is recognized that the large-scale purchase, etc. by the purchaser, etc. will not harmthe corporate of the Company or shareholders’ common interests
In cases other than those defined as either items (i) or (ii) above, the Independent Committee shallrecommend that the Board of Directors of the Company does not activate countermeasures.
6) Confirmation of Shareholders’ WillIf, in accordance with the above item 5) (ii), the Independent Committee recommends that the Board of
Directors of the Company should confirm the will of shareholders regarding the content of countermeasuresand approval for their activation, then the Board of Directors of the Company shall convene a General
Meeting of Shareholders to confirm the will of shareholders (hereinafter, a “Shareholder Will Confirmation
General Meeting”) within as short a time as practically possible, excluding cases when holding the meeting
would be very difficult for practical reasons, and submit a proposal regarding the activation ofcountermeasures. The Shareholder Will Confirmation General Meeting may be held together with theAnnual General Meeting of Shareholders or an Extraordinary General Meeting of Shareholders. If the Boardof Directors of the Company decides to hold a Shareholder Will Confirmation General Meeting, then the
Board of Directors’ Evaluation Period shall end at that point. If a proposal regarding the activation ofcountermeasures is approved at the Shareholder Will Confirmation General Meeting, then, in accordancewith the decision made at the Shareholder Will Confirmation General Meeting, the Board of Directors of theCompany shall make a resolution regarding the activation of countermeasures and take the necessary
procedures. Meanwhile, if a proposal regarding the activation of countermeasures is rejected at the
Shareholder Will Confirmation General Meeting, the Board of Directors of the Company shall make aresolution regarding the non-implementation of countermeasures.
In addition, if a Shareholder Will Confirmation General Meeting is conducted, the Board of Directors of- 14 -

the Company shall promptly disclose information relating to the results of the vote and any other mattersjudged to be appropriate by the Board of Directors of the Company.
7) Resolution of the Board of Directors
While respecting the recommendation of the Independent Committee set forth in the above item 5) to the
maximum extent possible, and in accordance with the decision of the Shareholder Will Confirmation General
Meeting set forth in the above item 6), the Board of Directors of the Company shall promptly make aresolution regarding the activation or non-activation of countermeasures, from the perspective of securing
and enhancing the corporate value of the Company and shareholders’ common interests.
If it makes a resolution as set forth above, then regardless of whether the content of that resolution is toactivate or not activate countermeasures, the Board of Directors of the Company shall promptly disclose
information relating to an overview of the resolution and any other matters judged to be appropriate by the
Board of Directors of the Company.
8) Suspension of the Activation of Countermeasures
After the Board of Directors of the Company has resolved to activate countermeasures in accordance withthe procedures set forth in the above item 7), or even after it has activated them, it may resolve to suspend
the activation of countermeasures if: (i) the purchaser, etc. cancels the large-scale purchase, etc.; or (ii)changes arise to the facts, etc. that formed the basis of the decision on whether or not to activate
countermeasures, leading to circumstances where it is believed the activation of countermeasures would not
be appropriate from the perspective of securing and enhancing the corporate value of the Company andshareholders’ common interests.
If the Board of Directors of the Company makes the above resolution, it shall promptly disclose
information relating to an overview of that resolution and any other matters judged to be appropriate by the
Board of Directors of the Company.
9) Commencement of the Large-scale Purchase, etc.
The purchaser, etc. shall comply with the procedures stipulated in this Plan, and may not commence thelarge-scale purchase, etc. until a resolution is made by the Board of Directors regarding whether to activate
or not activate countermeasures.
(2) Details of Specific Countermeasures under this Plan
The specific countermeasure to be activated by the Board of Directors of the Company based on a
resolution as described in the above item (1) 7) shall be a gratis allotment of stock acquisition rights(hereinafter, the “Stock Acquisition Rights”).
An overview of the gratis allotment of the Stock Acquisition Rights is as described in Attachment 5,“Overview of the Gratis Allotment of Stock Acquisition Rights.”
After the Board of Directors of the Company has resolved to activate countermeasures, and even after
activation, it may decide to cancel the countermeasures or suspend activation, as described in the above item
(1) 8). For example, in cases when the Board of Directors of the Company resolves to conduct a gratis
allotment of the Stock Acquisition Rights as a countermeasure, if the purchaser, etc. cancels the large-scalepurchase, etc. and the Board of Directors of the Company makes a resolution as described in the above item
(1) 8), it may suspend the activation of countermeasures by measures including canceling the gratis
allotment of the Stock Acquisition Rights prior to the ex-rights date pertaining to the record date established
for the gratis allotment of the Stock Acquisition Rights, and, on or after the effective date of the gratis
allotment of the Stock Acquisition Rights, acquisition of the Stock Acquisition Rights by the Company
without consideration prior to the day before the commencement date of the Stock Acquisition Rights’
exercise period.
(3) Effective Period, Discontinuation, and Amendment of this Plan
If approved at this Annual General Meeting of Shareholders, the effective period of this Plan shall be
until the conclusion of the Annual General Meeting of Shareholders to be held in August 2026.
However, even before the end of the effective period, if a resolution is made to amend or discontinue thisPlan at a General Meeting of Shareholders of the Company, this Plan shall be amended or discontinued atthat time, in accordance with the resolution. In addition, if a resolution to discontinue this Plan is made by
the Board of Directors, which comprises Directors elected at the General Meeting of Shareholders of theCompany, then this Plan shall be discontinued at that time.
Furthermore, if the Board of Directors of the Company judges that formal amendments are necessary inaccordance with amendments to the Companies Act, the Financial Instruments and Exchange Act, other laws

- 15 -

and regulations or financial instruments exchange rules, or their interpretation or implementation, or changes
to the tax system or judicial precedents, etc., then it may make corrections or amendments to this Plan asneeded, after obtaining the approval of the Independent Committee. On the other hand, if making
amendments to the content of this Plan that will have a material effect on the Company’s shareholders, theBoard of Directors of the Company shall newly submit a proposal to the soonest General Meeting of
Shareholders and obtain shareholders’ approval.
If this Plan is discontinued or amendments are made to the content of this Plan that will have a material
effect on the Company’s shareholders, then the Company shall promptly disclose information relating to thefact of the discontinuation or the amendments, and (in the case of amendments) details of the amendments,
and any other matters judged to be appropriate by the Board of Directors of the Company.
5. Reasonableness of this Plan
(1) Fulfills 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 Shareholders’ 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 shareholders’ will, and the principle of necessity and reasonableness), andalso takes into consideration the content of the “Takeover Defense Measures in Light of Recent
Environmental Changes” announced by the Corporate Value Study Group on June 30, 2008. In addition, thisPlan is consistent with the intent of the various rules, etc. relating to the introduction of takeover defense
measures set forth by the Tokyo Stock Exchange.
Furthermore, the Company intends to implement all the principles of Japan’s Corporate Governance
Code relating to takeover defense measures (Principle 1.5 and Supplementary Principle 1.5.1).
(2) Continued for the Purpose of Securing and Enhancing the Corporate Value of the Company andShareholders’ Common Interests
As described in the above item 3., this Plan has been continued with the objective of securing andenhancing the corporate value of the Company and shareholders’ common interests, by making it possible tosecure the necessary information and time for shareholders to judge whether or not to accept a large-scalepurchase, etc. in the event that such a large-scale purchase, etc. is conducted for the Company’s shares, etc.,
and for the Board of Directors of the Company to present an alternative proposal, in addition to making it
possible to conduct negotiations with the purchaser, etc. on shareholders’ behalf, etc.
(3) Prioritizes Shareholders’ Will
Under this Plan, the will of shareholders in regard to the appropriateness of activating countermeasuresagainst a large-scale purchase, etc. by a purchaser, etc. shall be directly confirmed, excluding cases when thepurchaser, etc. conducts a large-scale purchase, etc. without complying with the procedures set forth in thisPlan, the Independent Committee recommends the activation of countermeasures, and cases when the
Independent Committee recommends that countermeasures are not activated.
(4) Prioritization of the Judgment of Highly Independent External Persons, and Information Disclosure
When continuing this Plan, the Company has established an Independent Committee in order to eliminate
arbitrary judgments by the Board of Directors regarding such matters as the activation of countermeasuresagainst a large-scale purchase, etc., and ensure the objectivity and reasonableness of the judgment andresponse of the Board of Directors.
The Independent Committee comprises five or more members elected from among persons independentof the management team engaged in the business execution of the Company, namely Outside Directors of theCompany, Outside Audit and Supervisory Board Members of the Company, and other outside experts(corporate managers with a track record of performance, former government employees, attorneys, certified
public accountants, academic experts, or other equivalent persons).
In addition, a mechanism is ensured whereby this Plan will be implemented in a transparent manner that
contributes to the corporate value of the Company and shareholders’ common interests, as the Company
shall disclose information to shareholders and investors as necessary in relation to an overview of thejudgment of the Independent Committee.
(5) Establishment of Reasonable and Objective Activation Requirements
A mechanism is ensured to prevent arbitrary activation by the Board of Directors of the Company, as thisPlan is established such that activation will not occur unless reasonable and objective activation- 16 -

requirements are fulfilled, as described in the above item 4. (1).
(6) Not Dead-hand or Slow-hand Takeover Defense Measures
As described in the above item 4. (3), this Plan may be discontinued at any time by the Board of
Directors, which comprises Directors elected at the General Meeting of Shareholders of the Company.
Accordingly, this Plan is not a dead-hand takeover defense measure (a takeover defense measure whose
activation cannot be prevented even if a majority of the members of the Board of Directors are replaced).
In addition, as the Company does not use a staggered term system, this Plan is not a slow-hand takeover
defense measure (a takeover defense measure that requires time to prevent its activation, as the members of
the Board of Directors cannot all be replaced at one time).
6. Effect on Shareholders and Investors(1) Effect on Shareholders and Investors at the Time of Continuation of this PlanAt the time of the continuation of this Plan, the Stock Acquisition Rights will not actually be issued.
Accordingly, at the time of the continuation of this Plan, there will be no direct, specific effect on the legal
rights and economic interests pertaining to the Company’s shares held by shareholders.
Furthermore, as described in the above item 4. (1), the Company’s policy for responding to a purchasewill differ according to whether or not the purchaser, etc. complies with this Plan, etc., so shareholders andinvestors are advised to keep the actions of the purchaser, etc. in mind.
(2) Effect on Shareholders and Investors at the Time of a Gratis Allotment of the Stock Acquisition
RightsIf the Board of Directors of the Company decides to activate countermeasures and conducts a gratis
allotment of the Stock Acquisition Rights, the Stock Acquisition Rights shall be allotted gratis toshareholders recorded in the shareholder register on the Allotment Date, which will be separately determined,
at a ratio of up to three Stock Acquisition Rights per share held. With this type of system, although dilution
to the economic value per share held by shareholders will occur when a gratis allotment of the Stock
Acquisition Rights is conducted, there will be no dilution of the value of the Company’s shares held as awhole, and therefore no direct, specific effect is expected on the legal rights or economic interests pertaining
to the Company’s shares held by shareholders.
However, the legal rights and economic interests of the purchaser, etc. may be affected as a result of theactivation of these countermeasures.
Furthermore, even if the Board of Directors of the Company resolves to conduct a gratis allotment of theStock Acquisition Rights, if it resolves to cancel activated countermeasures or suspect activation inaccordance with the procedures, etc. set forth in the above item 4. (1) 8), there may be a corresponding
fluctuation in the share price of the Company’s shares. For example, please note that in the event that after
the shareholders to receive the gratis allotment of the Stock Acquisition Rights have been determined, theCompany suspends the activation of countermeasures, acquires the Stock Acquisition Rights without
consideration, and does not deliver new shares, then shareholders and investors who have conductedtransactions based on the assumption that a dilution in the economic value per share of the Company will
occur may suffer a loss owing to fluctuation in the share price, as the dilution in the economic value pershare in the Company held by shareholders will not occur.
In addition, if discriminatory terms are attached relating to the exercise or acquisition of the Stock
Acquisition Rights, it is expected that the legal rights and economic interests of the purchaser, etc. will beaffected, but even in this case, no direct, specific impact is expected on the legal rights or economic interests
pertaining to the Company’s shares held by shareholders other than the purchaser, etc.
(3) Required Procedures for Shareholders Accompanying the Gratis Allotment of the Stock Acquisition
RightsOn the effective date of the gratis allotment of the Stock Acquisition Rights, shareholders recorded in the
final shareholder register on the date of the gratis allotment of the Stock Acquisition Rights willautomatically become stock acquisition rights holders, and therefore no application procedures are necessary.
In addition, if the Company takes procedures to acquire stock acquisition rights with an attachedacquisition provision, then shareholders other than the purchaser, etc. will receive shares in the Company asconsideration for the acquisition of stock acquisition rights by the Company, without making monetary
payment of an amount equivalent to the exercise price of the stock acquisition rights, and therefore noprocedures are required for application or payment, etc. in relation to the stock acquisition rights.
Besides the above, after the Board of Directors of the Company makes a resolution regarding the gratis
allotment of the Stock Acquisition Rights, the Company will provide timely and appropriate disclosure or- 17 -

notice of the details of procedures relating to the allotment method, exercise method, method of acquisitionby the Company, method of delivery of shares, etc., pursuant to the applicable laws and regulations andfinancial instruments exchange rules, and therefore shareholders are advised to confirm the content of thedisclosure or notices.

- 18 -

Attachment 1
Overview of the Independent Committee Regulations
1.

2.

3.

4.
5.
6.

7.

8.

9.

The Independent Committee shall be established by resolution of the Board of Directors of theCompany in order to eliminate arbitrary judgments by the Board of Directors in relation to theactivation of countermeasures against a large-scale purchase, etc., and ensure the objectivity andreasonableness of any judgment or response of the Board of Directors.
The Independent Committee shall comprise three or more members (hereinafter, the “Independent
Committee Members”), who shall be persons independent from the management team conducting thebusiness operations of the Company who are (1) Outside Directors of the Company, (2) Outside Audit
and Supervisory Board Members of the Company, or (3) outside experts (corporate managers with atrack record of performance, former government employees, attorneys, certified public accountants,
academic experts, or other equivalent persons), and shall be elected based on a resolution of the Boardof Directors of the Company. Furthermore, the majority of the Independent Committee Members shallbe Outside Directors of the Company, and the Company shall enter into an agreement with themembers of the Independent Committee that includes provisions relating to the duty of due care of aprudent manager and the duty of confidentiality.
The term of office of Independent Committee Members shall be until the date of the conclusion of theAnnual General Meeting of Shareholders held with respect to the final fiscal year ending within three
years of the time of election, or until a date separately determined by the Independent Committee
Member and the Company. However, this shall not apply in cases separately provided for by resolutionof the Board of Directors of the Company.
The Independent Committee shall be convened by a Representative Director of the Company or byeach Independent Committee Member.
The Chair of the Independent Committee shall be selected by mutual selection from the members of the
Independent Committee.
In principle, resolutions of the Independent Committee shall be made by a majority of votes at meetingsof the Independent Committee when all members are present. However, at times when any members of
the Independent Committee are unable to act, or when there are other special reasons, resolutions shallbe made, in principle, by a majority of votes at meetings of the Independent Committee when all
members are present, excluding these members.
The Independent Committee shall conduct deliberations and make resolutions relating to the matterslisted in each of the below items, and shall make recommendations to the Board of Directors of theCompany based on the content of those resolutions, together with the reasons thereof.
(1) Determination of applicability to large-scale purchases, etc. under this Plan;(2) The appropriateness of activating countermeasures under this Plan, or that the will of
shareholders should be confirmed;(3) The cancellation of countermeasures or suspension of activation under this Plan;(4) The discontinuation or amendment of this Plan;(5) Any other matters that the Board of Directors of the Company consults the Independent
Committee about in relation to this Plan.
When conducting deliberations and making resolutions in the Independent Committee, each
Independent Committee Member must do so solely from the perspective of whether or not it
contributes to the corporate value of the Company and shareholders’ common interests, and must not do
so in order to further their own personal interests, or those of the management team of the Company.
The Independent Committee may request that Directors of the Company, Audit and Supervisory Board
Members, employees, or other persons deemed necessary attend meetings as necessary, and may
request opinions or explanations regarding matters specified by the Independent Committee.
When executing these duties, the Independent Committee may obtain, at the Company’s expense, theadvice of outside experts who are independent of the management team engaged in the businessexecution of the Company (including investment banks, securities firms, financial advisers, certified
public accountants, attorneys, consultants, and other experts).

- 19 -

Attachment 2
Past Experience of the Independent Committee Members
Taizo Makari January 19, 1959
April 1983
Joined TEIJIN LIMITED
June 2010
Director, Teijin Engineering Limited
June 2011
Representative Director; Managing Director
April 2012
Teijin Group Chief Representative in Europe, TEIJIN LIMITED; President, Teijin
Holdings Netherlands B.V.
April 2017
Teijin Group Corporate Officer; Chief Officer (Engineering); Assistant Chief CSR
Officer (in charge of disaster prevention)
June 2018
Director, INFOCOM CORPORATION
April 2020
Teijin Group Executive Officer, TEIJIN LIMITED
April 2021
Counselor and Technical Advisor
August 2021
Appointed as Outside Director of the Company (current position)
April 2022
Technical Advisor, TEIJIN LIMITED (current position)

Yukiko Machida March 24, 1984
December 2009
Registered as Attorney at Law (Daini Tokyo Bar Association)
Joined Shin-yotsuya Law Offices
December 2012
Established Law Office of Itsumi & Machida
April 2017
Vice-Chairperson, Labor Issue Committee, Daini Tokyo Bar Association (current
position)
Koji Mizumoto November 3, 1954
April 1978
Joined NIPPON STEEL NISSHIN Co., Ltd. (currently NIPPON STEELCORPORATION)
June 2009
Director; Managing Executive Officer; General Manager, Human Resources Division
April 2010
Director; Managing Executive Officer; General Manager, Risk Management
Promotion Office
April 2012
Director; Managing Executive Officer; Chairman, NIPPON STEEL NISSHIN(Shanghai) Steel Trading Co., Ltd.
June 2012Managing Executive Officer; Chairman, NIPPON STEEL NISSHIN (Shanghai) Steel
Trading Co., Ltd.
April 2014
Vice-President, Executive Officer & CFO
June 2014
Representative Director, Vice President, Executive Officer & CFO
June 2017
Senior Advisor
June 2019
Director (Outside), HISAKA WORKS, LTD. (current position)
August 2020
Appointed as Outside Director of the Company (current position)

Masayuki Miyamoto April 8, 1962
April 1993
Entered the Legal Training and Research Institute of Japan
April 1995
Graduated from the Legal Training and Research Institute of Japan
Registered as Attorney at Law
April 1999
Established Miyamoto Law Office (current position)

Yuji Yui October 3, 1948
June 1980
Visiting Researcher, Economic Research Institute, Economic Planning Agency
July 1985
Special Researcher, Institute of Fiscal and Monetary Policy, Ministry of Finance
April 1987
Visiting Researcher, University of Michigan
April 1989
Professor, Faculty of Economics, Seijo University
April 2010
President
April 2011
President, Seijo Gakuen (Until March 2023)- 20 -

April 2020

Professor Emeritus, Seijo University (current position)* There are no special interests between the five persons above and the Company.
* The Company has registered Mr. Koji Mizumoto and Mr. Taizo Makari as independent officers asprescribed by the Tokyo Stock Exchange.
* Ms. Yukiko Machida will be appointed as a member of the committee provided that the proposal for theelection of Directors is approved at this General Meeting of Shareholders. In addition, the Company intends
to register her as an independent officer as prescribed by the Tokyo Stock Exchange.

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Attachment 3
Status of Shareholdings by Major Shareholders of the Company
The status of major shareholders of the Company as of May 31, 2023 is as follows.

Shareholder

Number of shares
held (thousands)

Ratio of number ofshares held to total
number of shares
outstanding (%)
10.00
6.94

East Japan Railway Company
973
The Master Trust Bank of Japan, Ltd. (Trust676
account)
Employees Stock Ownership Plan
495
Toyo Denki Subcontractor Factories
345
Shareholding Association
NIPPON LIFE INSURANCE COMPANY
337
MUFG Bank, Ltd.
270
Sanshin Co., Ltd.
270
The Bank of Yokohama, Ltd.
207
Ohkuraya jutaku Inc.
206
BNP PARIBAS146
LUXEMBOURG/2S/JASDEC/JANUS
HENDERSON HORIZON FUND
(Note) In addition to the above, the Company holds 301 thousand treasury shares.

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5.08
3.55
3.46
2.77
2.77
2.13
2.11
1.50

Attachment 4
1. Types of Purchase, etc. Deemed to Significantly Harm
the Corporate Value of the Company and Shareholders’ Common Interests
1)

Cases when it is judged that despite having no intention of truly participating in corporate management,
the purchaser, etc. is acquiring, or attempting to acquire, the Company’s shares, etc. in order simply toincrease the share price and make the Company or its related parties buy back the Company’s shares,
etc. at a high price (a so-called green mailer);2)

Cases when it is judged that the Company’s shares, etc. are being acquired in order to take temporary
control of the corporate management of the Company and transfer to the purchaser, etc. or its groupcompanies, etc., assets of the Company or companies in the Group that are necessary for the
management of the businesses of the Company or companies in the Group, such as intellectual property
rights, expertise, confidential corporate information, main business partners or clients;

3)

Cases when it is judged that the Company’s shares, etc. are being acquired in order to take control of
the corporate management of the Company and subsequently use the assets of the Company orcompanies in the Group as collateral or repayment funds for the liabilities of the purchaser, etc. or its
group companies, etc.;

4)

Cases when it is judged that the Company’s shares, etc. are being acquired in order to take temporary
control of the corporate management of the Company, cause the Company to sell or otherwise disposeof highly valued assets, etc. that are not immediately related to the businesses of the Company orcompanies in the Group, such as real estate or marketable securities, and use the profits from thedisposal to cause the Company to pay a one-time high dividend, or alternatively to take advantage ofthe sudden increase in the share price caused by the one-time high dividend to sell the Company’s
shares, etc. at a high price;5)

Cases when it is judged that the method of purchase of the Company’s shares, etc. proposed by thepurchaser, etc. will restrict shareholders’ opportunity to make an assessment or freedom, and may
effectively force shareholders to sell the Company’s shares, etc., such as a so-called two-tier coercive
purchase (refers to the conducting of a purchase, etc. of shares, etc. by a tender offer or other methods,
whereby the purchaser, etc. does not solicit all of the Company’s shares, etc. for purchase in the initialpurchase, and sets unfavorable purchase terms for the second stage, or does not make the terms clear).
2. Types of Purchase, etc. Deemed to Have a Risk of Harming
the Corporate Value of the Company and Shareholders’ Common Interests

1)

Cases when it is judged that the purchase terms for the Company’s shares, etc. proposed by thepurchaser, etc. (including but not limited to the type or amount of consideration for the purchase, thecalculation basis for the amount, any other specific details of the terms (including the timing andmethod of the acquisition), and the legality and feasibility of the purchase, etc.) are considerably
insufficient or inappropriate in view of the corporate value of the Company;

2)

Cases when it is judged there is a risk that the purchase, etc. will hinder the securing and enhancementof the corporate value of the Company and shareholders’ common interests, such as when theacquisition of control by the purchaser, etc. will destroy relationships with the Company’s shareholders
and customers, business partners, employees, local communities, and other stakeholders that are thesources of corporate value, and damage to the corporate value of the Company and shareholders’common interests is expected;

3)

Cases when it is judged that the corporate value of the Company in the event that the purchaser, etc.
acquires control would be inferior to the corporate value of the Company in the event that the purchaser,
etc. does not acquire control, in a comparison of future corporate value over the medium- to long-term.

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Attachment 5
Overview of the Gratis Allotment of Stock Acquisition Rights
1. Total Number of the Stock Acquisition Rights to be Allotted
The total number of Stock Acquisition Rights to be allotted shall be a number separately determined in the
resolution of the Board of Directors relating to the gratis allotment of the Stock Acquisition Rights (hereinafter,
the “Stock Acquisition Rights Gratis Allotment Resolution”), of a maximum of three times the final total
number of shares of the Company outstanding (however, this shall exclude the number of the Company’s
shares held by the Company at that point) on a certain day separately determined by the Board of Directors of
the Company in the Stock Acquisition Rights Gratis Allotment Resolution (hereinafter, the “Allotment Date”).
2. Shareholders Eligible for Allotment
The Company shall make a gratis allotment of the Stock Acquisition Rights at a ratio separately determinedby the Board of Directors of the Company in the Stock Acquisition Rights Gratis Allotment Resolution of up
to three stock acquisition rights per share of common stock of the Company held (however, this shall exclude
shares in the Company held by the Company at that time) to shareholders recorded in the final shareholder
register on the Allotment Date.
3. Effective Date of the Gratis Allotment of the Stock Acquisition Rights
The effective date shall be a date separately determined by the Board of Directors of the Company in the
Stock Acquisition Rights Gratis Allotment Resolution.
4. Type and Number of Shares Underlying the Stock Acquisition Rights
The type of shares underlying the Stock Acquisition Rights shall be the common stock of the Company, andthe number of shares underlying each of the Stock Acquisition Rights shall be a number separately determinedby the Board of Directors of the Company in the Stock Acquisition Rights Gratis Allotment Resolution of up
to one share per stock acquisition right (hereinafter, the “applicable number of shares”). However, theCompany shall make the necessary adjustments if it conducts a share split or consolidation of shares, etc.
5. Details and Amount of Assets to be Contributed Upon Exercise of the Stock Acquisition Rights
Contributions upon the exercise of the Stock Acquisition Rights shall be in cash, and the amount of assets tobe contributed per share of common stock in the Company upon the exercise of the Stock Acquisition Rights
shall be an amount separately determined by the Board of Directors of the Company in the Stock Acquisition
Rights Gratis Allotment Resolution, of one yen or more.
6. Restrictions on the Transfer of the Stock Acquisition Rights
Any transfer of the Stock Acquisition Rights shall require the approval of the Board of Directors of theCompany.
7. Conditions for Exercising the Stock Acquisition Rights
The following persons shall not be able to exercise the Stock Acquisition Rights: (1) specified large-scale
holders13; (2) joint holders of specified large-scale holders; (3) specified large-scale purchasers14; (4) specially13

Refers to a holder of shares, etc. issued by the Company, with an ownership ratio of shares, etc. in relation to these shares, etc.
is 20% or more, or a person to whom this is deemed to apply by the Board of Directors of the Company. However, this shallnot apply to persons whom the Board of Directors of the Company recognizes will not harm the corporate value of theCompany and shareholders’ common interests by acquiring and holding the Company’s shares, etc., and any other persons
separately defined by the Board of Directors of the Company in the Stock Acquisition Rights Gratis Allotment Resolution.
14 Refers to a person who has made a public announcement to the effect that he or she will conduct a purchase, etc. (refers to apurchase, etc. as defined in Article 27-2, Paragraph 1 of the Financial Instruments and Exchange Act; hereinafter the same
applies in this note) of shares, etc. (refers to share certificates, etc. as defined in Article 27-2, Paragraph 1 of the Financial
Instruments and Exchange Act; hereinafter the same applies in this note) issued by the Company by tender offer, and whose
total ownership ratio of shares, etc. in relation to shares, etc. held (equivalent actions shall include those defined in Article 7,
Paragraph 1 of the Order for Enforcement of the Financial Instruments and Exchange Act) by that person after the purchase,
etc. together with the ownership ratio of shares, etc. of any specially related parties of that person shall be 20% or more, or aperson to whom this is deemed to apply by the Board of Directors of the Company. However, this shall not apply to persons
whom the Board of Directors of the Company recognizes will not harm the corporate value of the Company and shareholders’common interests by acquiring and holding the Company’s shares, etc., and any other persons separately defined by the Boardof Directors of the Company in the Stock Acquisition Rights Gratis Allotment Resolution.

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related parties of specified large-scale purchasers; and (5) any transferee or successor to the Stock Acquisition
Rights from a person falling under any of the categories (1) through (4) without the permission of the Board of
Directors of the Company; and (6) any related person15 to persons falling under any of the categories (1)through (5) (hereinafter, collectively referred to as “Non-qualified Parties”). Furthermore, details of theconditions for exercising the Stock Acquisition Rights shall be separately determined in the Stock Acquisition
Rights Gratis Allotment Resolution.
8. Acquisition of the Stock Acquisition Rights by the Company
The Company may acquire the Stock Acquisition Rights held by persons other than Non-qualified Parties
on a day separately determined by the Board of Directors of the Company, and in exchange deliver theapplicable number of shares of common stock of the Company for each of the Stock Acquisition Rights.
Furthermore, details of the acquisition terms of the Stock Acquisition Rights shall be separately determined in
the Stock Acquisition Rights Gratis Allotment Resolution.
9. Acquisition without Consideration in Case of Suspension of the Activation of Countermeasures, etc.
The Company may acquire all of the Stock Acquisition Rights without consideration if the Board of
Directors of the Company suspends the activation of countermeasures, or in other cases separately defined by
the Board of Directors of the Company in the Stock Acquisition Rights Gratis Allotment Resolution.
10. Exercise Period of the Stock Acquisition Rights, etc.
The exercise period of the Stock Acquisition Rights and other necessary matters shall be separately
determined by the Board of Directors of the Company in the Stock Acquisition Rights Gratis Allotment
Resolution.

15

A person’s “related persons” are those who effectively control that person, who are controlled by that person, or who areunder the same control as that person (included persons to whom this is deemed to apply by the Board of Directors of theCompany), or alternatively, persons whom the Board of Directors of the Company have recognized as effectively acting
jointly or in concert with that person. Furthermore, “control” refers to “controls decisions on the financial and business
policies” of another company, etc. (referring to cases defined in Article 3, Paragraph 3 of the Ordinance for Enforcement of theCompanies Act).

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(Reference)
Flowchart Regarding Procedures of this Plan

Emergence of Purchaser, etc.

Submission of Letter of Intent and the Required Information
No

Yes

Purchase does not comply
with procedures

Board of Directors’ Evaluation Period (Up to 60 or 90 days)

Evaluation, opinion forming, formulation of alternative
proposal, etc. by the Board of Directors

Does not comply
with the time limit

Consideration by Independent Committee
Will not harm corporate value orshareholders’ common interests

Will significantly harm corporate value
and shareholders’ common interests
May harm corporate value andshareholders’ common interests

Independent Committee
recommendation not toactivate

Independent Committee
recommendation to confirm
shareholder will

Independent Committee
recommendation to activate

Respect recommendation
to maximum extent
possible

Respect recommendation
to maximum extent
possible

Hold Shareholder Will
Confirmation General Meeting

Activation
approved

Activation not
approved

Activation of countermeasures

Non-activation of countermeasures(Resolution to activate by the Board of Directors)(Resolution not to activate by the Board of Directors)*This chart is presented to aid readers’ understanding of an overview of this Plan. Please refer to the text for specific details of
the plan.

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