Note: This Convocation Notice is an abridged translation of Japanese original foryour convenience and, in the event of any discrepancy, the Japanese original
shall prevail.

Securities Code: 6961
May 30, 2024
To Our Shareholders:
2-30-1 Namiki, Kawaguchi City, Saitama

Enplas Corporation
Daisuke Yokota, President

Notice of the 63rd Annual Meeting of Shareholders
Enplas Corporation (“Company”) hereby notifies that the Company will hold the 63rd Annual Meetingof Shareholders as described below.
In convening the Annual Meeting of Shareholders, the Company has electronically provided important
items of the proxy materials on each of the following websites. You are kindly requested to access eitherof them to confirm each of the items.

[The Company’s website]
https://www.enplas.co.jp (Japanese only)(Please access the above website and click the following items in order; “投資家情報 (“Investor
Relations”)”, “各種資料 (“Various Resources”)”, and “株主総会・電子公告 (“Electronic Public
Notice of the Annual Meeting of Shareholders”)” to confirm the information.)[Tokyo Stock Exchange’s website (Company Announcements Service Site for TSE-listed companies)]
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Please access the above website of TSE, type “Enplas” or “6961” in the white box shown on the rightof the “Issue name (company name)” field or of the “Code” field, respectively, and click SEARCH
button at the bottom. Then if you click “Basic information” button, “Documents for public inspection/PR
information” button will be shown at the top center. Please click the button and then you will reach thepage of the Company’s detailed information. Finally, you may find and confirm the notices andnecessary information by clicking the orange horizontal button saying “Click here for access” just below
the subtitle “Notice of General Shareholders Meeting/Informational Materials for a General
Shareholders Meeting.”[Website for Proxy Materials]
https://d.sokai.jp/6961/teiji/- 1 -If you do not attend the meeting on the date, you may exercise your voting rights by means of yourvoting rights exercise form or through the Internet. We kindly request you to read through the proxymaterials and exercise your voting rights by 5:00 p.m. (JST), Thursday, June 20, 2024, in accordancewith the guidance on pages 2, 3 and 4 hereof.
[If you exercise your voting rights through the Internet]
Please access the voting website (https://soukai.mizuho-tb.co.jp/) and, using the voting code and yourpassword printed on the enclosed voting rights exercise form, exercise your voting rights by following
the instructions on a screen by the above deadline.
For clarification, you are asked to read through the following “Information on Exercise of Voting
Rights through the Internet” before exercising your voting rights online.
[If you exercise your voting rights with a voting rights exercise form]
Please indicate your opinion on each Agenda Item by circling “賛 (means “I Approve”)” or “否” (means“I Disapprove”)” in the table shown in the enclosed voting rights exercise form and send the form backpromptly to meet the aforementioned deadline.

1.
2.

Date:
Venue:

10:00 a.m., Friday, June 21, 2024
Sakura Hall on 3rd Floor
THE MARK GRAND HOTEL
3-2 Shintoshin, Chuo-ku, Saitama City, Saitama･ Please note that the venue is changed from the previous shareholders
meeting and make sure to attend at the right venue.

3.

Purposes:
Items to be reported:

1.

2.

The business report, the consolidated financial statements, and theresults of the consolidated financial statements audited by the
Accounting Auditor and the Audit Committee for the 63rd businessperiod (April 1, 2023 to March 31, 2024)
The non-consolidated financial statements for the 63rd businessperiod (April 1, 2023 to March 31, 2024)

Items to be resolved:

4.

Agenda Item No. 1: Election of Five (5) Directors who are not the Audit Committee
Members
Agenda Item No. 2: Election of One (1) Director who is the Audit Committee Member
Agenda Item No. 3: Renewal of Response Policies for Dealing with Large-scale Purchaseof Enplas Shares, etc.
Notes regarding This Notice (Information on Exercise of Your Voting Rights)(1) If you submit your voting rights exercise form to exercise your voting rights but do notindicate your opinion on either of or all of Agenda Items, it will be deemed as your approval(“I Approve”) on the Agenda Item(s).
(2) If your voting rights are exercised more than once through the Internet, the latest vote you
make shall prevail.
(3) If you exercise your voting rights with a voting rights exercise form but also through theInternet, your opinion sent via online shall prevail, regardless of when they are received.
(4) If you do not attend the Annual Meeting of Shareholders, you may appoint anothershareholder holding voting rights to attend and vote as your proxy; provided, however, that- 2 -a document verifying the proxy must be submitted.
When attending the meeting, we kindly request that you submit the enclosed voting rights
exercise form to the receptionist at the venue.



Due to the Companies Act, shareholders are kindly requested to review “the matters to beelectronically provided” by accessing any of the above websites on the Internet in principle,
and we send those in writing only to shareholders who made a request for sending in writingby the Record Date. However, for this Annual Meeting of Shareholders, we send documents
including “the matters to be electronically provided” to all the shareholders regardless ofwhether the above request was actually made. Please note that, among the “the matters to beelectronically provided”, the following matters are not included in the documents we send
for this meeting, pursuant to applicable laws and regulations and Article 17 of the Articles
of Incorporation of the Company:(a) Items regarding Stock Acquisition Rights of the Company(b) Items regarding Accounting Auditor(c) System to Ensure Appropriateness of Operations of the Company(d) Overview of Implementation of System to Ensure Appropriateness of Operations of
the Company(e) Basic Policy for Controlling the Company(f) Consolidated and Non-consolidated Statements of Changes in Net Assets(g) Notes to the Consolidated Financial Statements(h) Notes to Specific Items of the Non-consolidated Financial Statements
Of the matters above, “Items regarding Stock Acquisition Rights of the Company,” “Items
regarding Accounting Auditor,” “System to Ensure Appropriateness of Operations of theCompany,” “Overview of Implementation of System to Ensure Appropriateness of
Operations of the Company,” “Basic Policy for Controlling the Company” and“Consolidated and Non-consolidated Statements of Changes in Net Assets” have been
audited as part of the business report when the Audit Committee prepared the audit report.
Of the matters above, “Notes to the Consolidated Financial Statements” and “Notes toSpecific Items of the Non-consolidated Financial Statements” have been audited as part ofthe consolidated and the non-consolidated financial statements when the Audit Committee
and the Accounting Auditor prepared the audit report.



If any revisions are made to the matters to be electronically provided, we will notice youwith the revised matters as well as old ones on each of the above websites.



The voting results will be posted on the Company’s website shown above in lieu of sending
written notice of voting results to shareholders.

- 3 -Information on Exercise of Voting Rights through the Internet(1) With voting rights exercise code and password
Please access the voting website (https://soukai.mizuho-tb.co.jp/) and exercise the voting
rights following the guidance of the screen, by entering “voting rights exercise code” and“password” provided in your voting rights exercise form.
(2) With QR code
Please scan “QR code” provided in the enclosed voting rights exercise with yoursmartphone, tablet, or any other device and exercise the voting rights following theguidance of the screen. In this case, “voting rights exercise code” and “password” are notrequired.
If you want to make a change after exercising your voting rights with the QR code, please
access the voting website or scan the QR code again to reach to the voting website and use“voting rights exercise code” and “password” provided in the voting rights exercise form
to do so.
(QR code is a registered trademark of Denso Wave Inc.)

Note: The exercise of voting rights through the Internet may not be made depending on
configuration of a terminal you use and/or your Internet environment.
Please note that, for the access to the “Website for Voting Rights Exercise,”communication charges for telephone, etc. and access charges for internet providers
will be borne by each shareholder.
For inquiries about exercise of voting rights through the Internet
Administrator of Shareholder Registry: Securities Agent Business Department ofMizuho Trust & Banking Co., Ltd.
Phone: 0120-768-524 (Toll free)Business Hours: 9:00 – 21:00 (excluding year-end and New Year holidays)- 4 -Reasons for Increase in the Number of Director Candidates
Enplas set to strengthen corporate governance as one of its key management tasks and has been actively
grappling with improving management transparency and supervisory function. Now, it has decided tostrengthen the function of the Board of Directors that oversees business execution by increasing number of
directors, with the aim of strengthen the board to respond to issues such as the transforming its businessportfolio into essential business fields, accelerating further growth of business in the growing essential areas,and expanding its capability against rapidly changing business environment.
And Enplas has reviewed its skills matrix by examining the skills required of directors. Enplas set to ensure
diversity including the skills required of directors and strengthen the supervisory function of the Board of
Directors by appointing new director candidates who owns skills and experiences that is deficit to the board.
As a result, the number of directors will be 9, of which the 4 outside directors. (ratio of outside director:
44.4%).

Skills Matrix
Areas that the Company particularly expects of director candidates and executive officers after Agenda Items 1 and 2 areapproved
Director

GlobalManagement

Sustainability

Finance andAccounting

Legal,
Risk Management
and Compliance

Innovation andTechnological
Development

Production and
SCM●

Daisuke Yokota●●

Mikihiro Sugibuchi●●

Shoji Miyasaka●

Shigeya Fujita●

Takae Akatsuka*●

Toshimasa Iue*●

Masao Hisada*●

Minoru Amoh*●

HR Strategy andCorporate Culture

●

●

●
●

●
●

Marketing andBusiness
Development

●
●

●

●

●

●

●

●

●

●

●

Shigeo Kutsuzawa

●

●

●
●

●

* The Company appointed Mr. Toshimasa Iue, Mr. Masao Hisada and Mr. Minoru Amoh as Independent Officers pursuant to theregulations of the Tokyo Stock Exchange and reported their names to the Exchange. The Company will appoint Ms. Takae
Akatsuka as Independent Officer and report her name in the same manner above once she assumes the position of Director.
Executive officer
Hideyuki Komiya

GlobalManagement

Sustainability●●

Finance andAccounting

Legal,
Risk Management
and Compliance

Productionand SCM

Marketing andBusiness
Development●

Keiji Sakai
Akira Shina

Innovation andTechnological
Development

●

●

●

●

Tai Fukizawa●

Shinpei Morioka

●

●

●

●

Tomoaki Soshi●

Takeshi Murano

●

●

- 5 -

HR Strategy andCorporate Culture

Agenda Item No. 1:

Election of Five (5) Directors Who Are Not the Audit Committee
Members
The term of office for all Three (3) Directors who are not the Audit Committee Members will
expire at the conclusion of this Annual Meeting of Shareholders. The Company proposes Two (2)additional Directors to enhance management structure and, accordingly, the election of Five (5)Directors who are not the Audit Committee Members.
This Agenda Item was determined by the Board of Directors in accordance with the deliberation
by and report of the Nomination and Compensation Advisory Committee, which served as adiscretionary advisory body to the Board of Directors, whose Chairperson was Outside Director,
and whose majority was comprised of Outside Directors.
Further, this Agenda Item was deliberated by the Audit Committee. The opinion of the Audit
Committee is that the candidates are qualified for directorship.
Nominated candidates for Directors who are not the Audit Committee Members are as follows.

Candidate
No.

Name

Current position and total years of
directorship

Attribute of Candidate

Number of the BoD
Meetings attended

1

Daisuke Yokota

President andRepresentative Director

21 years

To be re-elected

12 out of the 12
meetings (100%)

2

Mikihiro Sugibuchi

Managing Executive
Officer-

To be newly elected-3

Shoji Miyasaka

Director and Managing
Executive Officer

1 yearTo be re-elected

12 out of the 12
meetings (100%)

4

Shigeya Fujita

Director and Executive
Officer

5 years

To be re-elected

12 out of the 12
meetings (100%)

5

Takae Akatsuka--

To be newly elected
as Outside Director

-

- 6 -

Candidate
No.

１Daisuke Yokota

Date of birth : November 4, 1967 (56 years old)
Gender : Male
Number of the BoD Meetings attended : 12 out of
the 12 meetings (100%)

Aug. 1993
Apr. 2000
Jun. 2003
Apr. 2004

To be re-elected
Number of the Company’s shares owned :1,422,417 shares
Years of directorship : 21 years at the conclusionof this Annual Meeting of Shareholders

Brief profile, position, and responsibility at the Company(Significant concurrent positions)
Joined Enplas Corporation
Apr. 2006 Managing Director, Chief General
President and Representative Director,
Manager of Operations Division, andEnplas (U.S.A). Inc.
General Manager of Plastic Optics
Director, Enplas Corporation
Department
Director and General Manager ofApr. 2007 Managing Director and Chief General
Engineering Plastic Business
Manager of Operations Division
Department
Apr. 2008 President and Representative Director(incumbent)

Reason for thenomination:

Mr. Daisuke Yokota has managed the Company and its Group by demonstrating strong
leadership since his first appointment as President and Representative Director. The
Company renominated him as a director candidate for his worldwide achievements as wellas his vast knowledge and experience in the field of comprehensive management and thus
expects his continuous engagement and commitment to the Company’s sustainable growthand enhancement of corporate value.

- 7 -CandidateNo.

2 Mikihiro Sugibuchi

Date of birth : January 1, 1970 (54 years old)
Gender : Male
Number of the BoD Meetings attended : N/A

Apr. 1993
Apr. 2009

Oct. 2009
Apr. 2014
Apr. 2017
Jun. 2019

To be newly
electedNumber of the Company’s shares owned : 3,800
sharesYears of directorship : N/A

Brief profile, position, and responsibility at the Company(Significant concurrent positions)
Joined Enplas Corporation
Apr. 2020 Executive Officer, CEO of Enplas
Manager of Overseas Sales Dept.,
Semiconductor Peripherals Pte. Ltd.
Sales Division, Enplas Semiconductor
Apr. 2023 Managing Executive Officer,
Peripheral Corporation
Semiconductor Company President
Vice President, Enplas Tech Solutions,Apr. 2024 Managing Executive Officer in charge
Inc.
of Semiconductor Company, Network
President, Enplas Niching Technology
Solution Company and Life Science
Corporation
Business Group, and Chairperson,
Managing Director, Enplas
Enplas Semiconductor Peripherals Pte.
Semiconductor Peripherals Pte. Ltd.
Ltd.(incumbent)
Executive Officer, COO of Enplas
Semiconductor Peripherals Pte. Ltd.

Reason forthenomination:

Mr. Mikihiro Sugibuchi had led the establishment of client relationship and the achievementof business expansion in overseas sales division of our semiconductor business for a longtime. After that, he served as CEO of Enplas Semiconductor Peripherals Pte. Ltd. whichfunctions as the headquarters of our semiconductor business in Singapore and contributed to
the growth of its semiconductor business. He also has abundant experience in the field ofglobal management backed by his contribution to the growth of our core semiconductorbusiness, with his engagement in innovation and technology development as well as
marketing and business development for years. The Company newly nominated him as adirector candidate, expecting that he would leverage his experience and knowledge to oversee
the management of the Enplas Group for its further growth.

- 8 -Candidate
No.

3 Shoji Miyasaka

Date of birth : November 24, 1969 (54 years old)
Gender : Male
Number of the BoD Meetings attended : 12 out of
the 12 meetings (100%)

Apr. 1993
Apr. 2010
Apr. 2012

Jun. 2013

Apr. 2015

Apr. 2018

To be re-elected
Number of the Company’s shares owned : 4,100
sharesYears of directorship : 1 year at the conclusion ofthis Annual Meeting of Shareholders

Brief profile, position, and responsibility at the Company(Significant concurrent positions)
Joined Enplas Corporation
Apr. 2019 Executive Officer and General Manager
Director, Guangzhou Enplasof Corporate Center, Corporate &Mechatronics Co., Ltd.
Administration Division
Manager of Mold ManufacturingJun. 2019 Executive Officer and General Manager
Management Dept., Business Division,of Administration Division
Enplas Corporation
Apr. 2021 Executive Officer and General Manager
Executive Officer and Divisionof Administration Division
Manager of Production Management
Apr. 2023 Managing Executive Officer andDivision
General Manager of Corporate Planning
Executive Officer and General& Administration Division (incumbent)
Manager of Engineering Plastic
Jun. 2023
Director, Managing Executive Officer
Divisionand General Manager of Corporate
Executive Officer and General
Planning & Administration Division
Manager of Production Division(incumbent)

Reason for thenomination:

Mr. Shoji Miyasaka has held important positions, from the director of Guangzhou Enplas
Mechatronics Co., Ltd., the Company’s subsidiary, to General Manager of Engineering
Plastic Division, one of the Company’s main businesses, to General Manager of
Production Division to General Manager of Administration Division, in addition to his
professional experiences in the various fields. The Company renominated him as a director
candidate, expecting that he would leverage his knowledge and experience to oversee themanagement of the Enplas Group.

- 9 -CandidateNo.

4 Shigeya Fujita

Date of birth : December 24, 1972 (51 years old)
Gender : Male
Number of the BoD Meetings attended : 12 out of
the 12 meetings (100%)

Mar. 2003
Apr. 2009
Apr. 2013

Apr. 2014

Apr. 2015

Apr. 2017

To be re-elected
Number of the Company’s shares owned : 6,900
sharesYears of directorship : 5 years at the conclusion ofthis Annual Meeting of Shareholders

Brief profile, position, and responsibility at the Company(Significant concurrent positions)
Joined Enplas Corporation
Apr. 2019 Executive Officer and General Manager
Vice President, Enplas (U.S.A.), Inc.
of Mechanics Solution Device Division
General Manager of Corporate Center,
Jun. 2019
Director, Management Executive
Corporate & Administration Division,
Officer, and General Manager ofEnplas Corporation
Corporate Center
Executive Officer and General
Apr. 2020 Director, Management Executive
Manager of Corporate Center,
Officer, and General Manager ofCorporate & Administration DivisionCorporate Planning Division
Executive Officer and Manager ofApr. 2022 Director, Management Executive
Group Financial Office, Corporate &Officer, and General Manager of
Administration DivisionCorporate Division
Executive Officer and Division
Apr. 2023 Director, Executive Officer, and General
Manager of Corporate Center,
Manager of Corporate Finance DivisionCorporate & Administration Division(incumbent)

Reason for thenomination:

The Company renominated Mr. Shigeya Fujita as a director candidate because of his careerin important positions, such as Vice President of Enplas (U.S.A.), Inc., a subsidiary of theCompany, General Manager of Mechanics Solution Device Division, and General
Manager of Corporate Planning Division, but also of its expectation that he would leverage
his knowledge and experience to oversee the management of the Enplas Group.

- 10 -

Candidate
No.

5 Takae Akatsuka

Date of birth : March 19, 1970 (54 years old)
Gender : Female
Number of the BoD Meetings attended : N/A

Oct. 2000

Apr. 2004
Jul. 2006

May 2008

Feb. 2010

To be newly elected as Outside Director
Number of the Company’s shares owned : 0
sharesYears of directorship : N/A

Brief profile, position, and responsibility at the Company and others(Significant concurrent positions)
Joined PricewaterhouseCoopers Tax
Oct. 2010 Group manager of Strategic BusinessJapan(current PricewaterhouseCoopers
Transactions, Corporate Strategy and
WMS Pte. Ltd.)
Planning Division at Coca-Cola (Japan)
Registered as Japanese Certified PublicCompany, Limited
Accountant
Aug. 2016 Senior Manager, International Tax
Joined Nikko Citigroup Limited
Division at Fair Consulting Tax(current Citigroup Global Markets
Corporation
Japan Inc.)
Feb. 2022 Executive Partner at Premier Tax &Joined Deloitte Tohmatsu FAS Co.,
Advisory (incumbent)
Ltd. (current Deloitte Tohmatsu
Jun. 2023
Director of the Rheon Automatic
Financial Advisory LLC)
Machinery Co., Ltd. (incumbent)
Registered as Japanese Certified Public
Audit & Supervisory Borad Member of
Tax Accountant
the Atsugi Co., Ltd. (incumbent)

Reason for thenomination:

As Japanese Certified Public Accountant and Certified Public Tax Accountant, Ms. Takae
Akatsuka has tax and accounting expertise, especially in international transactions.
Furthermore, she has a broad knowledge and experience in corporate management,
resulting from her commitment to the other business fields, such as corporate finance,cross-border M&A and global business strategy. The Company nominated her as an
Outside Director candidate in expectation of her beneficial opinions and advice for the
Enplas Group’s business management but also of demonstrating her abilities to overseeand supervise the management from an independent view.

- 11 -

Notes: 1. There is no specific conflict of interest between each candidate and the Company.
2. Ms. Takae Takatsuka is an Outside Director candidate who is not the Audit Committee Member.
3. The Company has purchased Directors’ and Officers’ liability insurance (D&O insurance) as provided
for in paragraph 1 of Article 430-3 of the Companies Act for covering all Directors who are not the
Audit Committee Members, as the insured. If each candidate assumes the position of Director who is
not the Audit Committee Member, such candidate shall be covered as the insured under the insurance
policy. The insurance policy stipulates that, as the insured, Directors who are not the Audit Committee
Members are compensated for losses which they may suffer due to the assumption of responsibilities
in relation to the execution of their duties or their receiving a claim pertaining to the pursuit of such
responsibilities. However, there are certain exemptions for the coverage. For example, any loss causedby an intentional misconduct of any of the insured Directors will not be compensated. The Company
pays all insurance premiums, including those for riders, and the insured will not in substance bear any
insurance premiums. In addition, the insurance policy was renewed on May 1, 2024, in the middle ofthe term of office of the insured Directors. Once each candidate assumes the position of Director who
is not the Audit Committee Member, the insurance policy will be renewed during the term of theiroffice.
4. The Company will enter into an agreement with Ms. Akatsuka to limit her liability for damages to theCompany which is stipulated in paragraph 1 of Article 423 of the Companies Act, pursuant to Article
17 of the Articles of Incorporation of the Company and paragraph 1 of Article 427 of the said Act,
once she is appointed as an Outside Director who is not the Audit Committee Member. The limitationof her liability on damages to the Company will be determined in the agreement pursuant to theapplicable laws and regulations.
5. The Company will appoint Ms. Akatsuka as an Independent Officer pursuant to the regulations of theTokyo Stock Exchange and report her name to the Exchange once she assumes the position of Outside
Director who is not the Audit Committee Member.

- 12 -

Agenda Item No. 2: Election of One (1) Director Who Is the Audit Committee Member
The term of office for Mr. Kazuyuki Toma, the Director who is the Audit Committee Member,will end upon his resignation as of May 31, 2024. Accordingly, the Company proposes theelection of One (1) alternate Director who is the Audit Committee Member.
The term of office of the Director who is the Audit Committee Member to be elected as analternate shall be the remaining term of the resigning Director who is the Audit Committee
Member, pursuant to the Articles of Incorporation of the Company.
This Agenda Item was determined in accordance with the deliberation by and report from theNomination and Compensation Advisory Committee whose Chairperson is Outside Director andwhose majority is Outside Directors. Further, this Agenda Item was approved by the Board of
Directors.
This agenda item is approved by the Audit Committee.
The candidates for Director who is the Audit Committee Member is as follows.

- 13 -

Candidate
No.

Shigeo１Kutsuzawa

To be newly elected

Date of birth : June 17, 1966 (57 years old)
Gender : Male
Number of the BoD Meetings attended : -N/A
Number of the Audit Committee Meetings
attended : -N/A

Apr. 1989
Oct. 2010
Oct. 2011
Apr. 2012
Jun. 2014
Jun. 2015

Number of the Company’s shares owned : 4,200
sharesYears of outside directorship (including his tenure
as Outside Director who was not the Audit
Committee Member) : -N/A

Brief profile, position, and responsibility at the Company(Significant concurrent positions)
Joined Enplas Corporation
Apr. 2019 Executive Officer, Head of China
Manager of Liquid Crystal Business
RegionGroup
Apr. 2020 Executive Officer, General Manager ofManager of Global LED BusinessBusiness DivisionGroup
Apr. 2022 Executive Officer, General Manager of
President, Enplas Display Device
Industry Business DivisionCorporation
Apr. 2023 Executive Officer, President of Display
Director, Enplas Corporation
Solution company
Executive Officer
Apr. 2024 Executive Officer responsible for theInternal Audit Office (incumbent)

Reason for thenomination:

Mr. Shigeo Kutsuzawa has led the establishment of client relationship and businessexpansion in our liquid crystal-related business for years. With his management career as
Representative Director and President of Enplas Display Device Corporation as well as
General Manager of Industry Business Division of the Company, he has contributed to thegrowth of our core business. In consideration of his extensive experience in management,
the Company determined that he could contribute to not only its appropriate supervisionand oversight but also the soundness of management and thus nominated him as a
candidate of Director who is the Audit Committee Member.

- 14 -

Notes: 1. There is no special conflict of interest between the candidate and the Company.
2. In accordance with the Company’s Articles of Incorporation and paragraph 1 of Article 427of the Companies Act, the Company has concluded an agreement with all Directors who are
the Audit Committee Members to limit their liabilities to the Company for damages
stipulated in paragraph 1 of Article 423 of the Act. The maximum amount of liability fordamages under this agreement is the amount provided for under laws and regulations. Once
Mr. Shigeo Kutsuzawa assumes the position of Director who is the Audit Committee Member,the Company will enter into a same agreement with him.
3. The Company has purchased Directors’ and Officers’ liability insurance (D&O insurance) as
provided for in paragraph 1 of Article 430-3 of the Companies Act for covering all Directors
who are the Audit Committee Members as the insured. If Mr. Kutsuzawa assumes the positionof Director who is the Audit Committee Member, he shall be covered as an insured under the
insurance policy. The insurance policy stipulates that, as the insured, Directors who are the
Audit Committee Members are compensated for damages which they may suffer due to theirassumption of responsibilities in relation to the execution of their duties or their receiving aclaim pertaining to the pursuit of such responsibilities. However, there are certain exemptions
for the coverage. For example, any loss and/or damage caused by an intentional misconductof any of the insured Directors will not be compensated. The Company pays all insurance
premiums, including those for riders, and the insured will not in substance bear any insurance
premiums. In addition, the insurance policy was renewed on May 1, 2024, in the middle ofthe term of office of each insured. Once the candidate assumes the position of Director who
is the Audit Committee Member, the insurance policy will be renewed during the term of hisor her office.

- 15 -

Agenda Item No. 3: Renewal of Response Policies for Dealing with Large-scale Purchase of
Enplas Shares, etc.
The Company has decided to renew the “Response Policies for Dealing with Large-scale Purchases ofEnplas Shares, etc.” at the meeting of the Board of Directors of the Company held on April 30, 2024
(The countermeasures renewed as above are hereinafter called the “New Plan.”). The Company would
like the shareholders to approve the New Plan.
The New Plan has been approved by all of the directors, including outside directors who are Audit
Committee members, of the Company at the said meeting of the Board of Directors.
1. Necessity for the New Plan
(1) Purpose of Introducing the New Plan
The purpose of introducing the New Plan is to achieve maintenance and improvement of Return on
Equity Ratio (ROE) of the Company, and to much more protect and enhance the Company’s corporate
value and common interests of the shareholders.
The Board of Directors of the Company believes, as set out in the basic policy with regard to person
who controls decisions over company’s financial and business policies, that any person who makes a
proposal for an inappropriate Large-scale Purchase or commits any similar actions thereto, which may
significantly damage the Company’s corporate value and common interests of the shareholders, isinappropriate as a person who controls decisions over the Company’s financial and business policies.
In addition, the Company believes that, when a Large-scale Purchase is conducted, a Large-scale
Purchaser should provide the Board of Directors of the Company with necessary and adequate
information regarding such Large-scale Purchase in advance in accordance with the Large-scale
Purchase Rules that the Company establishes and discloses in advance for judgment of the shareholders,and commence such Large-scale Purchase only after the elapse of a certain evaluation period for the
Board of Directors of the Company. The Board of Directors of the Company will promptly commence
its consideration of the opinion as the Board of Directors of the Company with respect to the Largescale Purchase after such information is provided, and will form and publicize its opinion after carefulconsideration with the advice of a third party who is independent of the Board of Directors of theCompany, including a lawyer, a certified public accountant, a certified public tax accountant, a financial
advisor, a consultant and other professionals (hereinafter called the “External Professional”).
Furthermore, if deemed necessary, the Company will negotiate for improvements of the proposal of theLarge-scale Purchaser and present an alternative proposal to the shareholders as the Board of Directorsof the Company. Through such a process, the shareholders will be able to consider the proposal of theLarge-scale Purchaser and the alternative proposal (if the alternative proposal is presented), withreference to the opinion of the Board of Directors of the Company, and will be given the opportunity toproperly determine whether or not to accept such proposal ultimately. Besides, the Company havedetermined to establish a certain response policy for the case of compliance with the Large-scale
Purchase Rules and for the case of non-compliance with the said rules, and to establish the New Plan asa measure to be taken in the case the Large-scale Purchase is conducted by an inappropriate person, inlight of the basic policy on the control over the Company.
(2) Necessity for the New Plan
The Company believes that the lifeline of the Company’s management lies in the “pursuit ofnovelty.” In order to “pursue novelty,” the Company believes it is crucial to build a continuous
relationship of trust including joint development with customers and confidentiality. Under such belief,
the Company is currently committed to the aggressive expansion of its business base on the basis of its
growth plan in light of the mid- and long-term vision. If a Large-scale Purchase is conducted by apurchaser who does not understand the Company’s business well, the Company is concerned that it may
not only make our growth plan unachievable, but also be highly likely to cause material loss to our- 16 -

existing shareholders as a result of the relationship of trust with customers being damaged. In addition,with respect to the status of the shareholders as of March 31, 2024, if the shares held by the President
and its related persons (relatives within a second-tier family member) are combined, the total
shareholding ratio will exceed twenty (20) percent However, each of such related persons has arelationship that is independent of the President. Therefore, there is a good possibility that such related
persons will transfer or sell the Company’s shares based on their respective circumstances in the future,
and as a result, it is assumed that there is also a good possibility that diversification of the Company’s
shares will be proceeded. In addition, as the Company is a listed company, the transfer of shares, etc.
will be made based on the free will of the shareholders. Also, the Company may raise funds from thecapital markets for future business expansion and other purposes although there are no specific plans at
this time. Therefore, the Company cannot deny the realistic possibility that the Large-scale Purchasewill be conducted against the Company if the liquidity of the shares the Company issues further increases
in the future. From such perspective, the Company believes that the New Plan is necessary in order toappropriately respond to the Large-scale Purchase that would significantly damage the Company’s
corporate value and the common interests of the shareholders.
2. Contents of the New Plan
(1) Procedures for the New Plan
(1-1) Large-scale Purchase Subject to the New Plan
Any actions falling under Item (i), (ii) or (iii) below or any similar actions thereto, excluding
those approved by the Board of Directors of the Company, (hereinafter called the “Large-scale
Purchase”) will be subject to the New Plan. Any person who does or intends to make the Largescale Purchase by himself or herself alone or jointly or in concert with others (hereinafter called
the “Large-scale Share Purchaser”) shall follow the procedures set forth in the New Plan
(hereinafter called the “Large-scale Purchase Rules”).
(i)Any purchase of the Company's share certificates, etc.3 with the intention to make thevoting rights ratio2 of a group of specific shareholders1 twenty (20) percent or more(including, but not limited to, the commencement of a tender offer);(ii)
Any purchase of the Company's share certificates, etc. resulting in a group of specificshareholders holding twenty (20) percent or more of the voting rights ratio (including, but
not limited to, the commencement of a tender offer);or(iii) regardless whether or not any of the acts specified in (i) or (ii) above is implemented, any
act taken by a group of specific shareholders of the Company with other shareholders of
the Company (including the case of one or more shareholders; the same shall apply
hereinafter in this (iii)) and as a result of such act, any agreement or other act that would
cause such other shareholders to constitute joint holders of such group of specificshareholders, or any act5 establishing a relationship between such group of specificshareholders and such other shareholders in which one of them has substantial control over
the other or in which they act jointly or in concert4 (however, only in cases where the total
voting rights ratio of such group of specific shareholders and such other shareholders of
the share certificates, etc. issued by the Company is twenty (20) percent or more).

- 17 -

1

The term “group of specific shareholders” means:(i) a holder (meaning the holder as specified in Article 27-23(1) of the Financial Instruments andExchange Act and including a person included in the holder pursuant to Paragraph (3) of the same
Article) of the Company’s share certificates, etc. (meaning the share certificates, etc. as specified in
Article 27-23(1) of the Act) and the joint holder (meaning the joint holder as specified in Article 2723(5) of the Act and including a person deemed to be a joint holder under Paragraph (6) of the same
Article);(ii) a person who makes purchase, etc. (meaning purchase, etc. as specified in Article 27-2(1) of the
Financial Instruments and Exchange Act and including a purchase conducted on a financial instruments
exchange market) of the Company’s share certificates, etc. (meaning the share certificates, etc. as
specified in Article 27-2(1) of the Act) and a person in a special relationship with the above person(meaning the person in a special relationship as specified in Article 27-2(7) of the Act);(iii) a person related to any of the persons mentioned in (i) or (ii) above (meaning a group consisting of
an investment bank, securities company or other financial institution with which a financial advisory
agreement is concluded with any of those persons, any person who shares a substantial interest with anyof those persons, a tender offer agent, an attorney, an accountant or other advisor, or a person reasonably
recognized by the Board of Directors of the Company as being substantially controlled by, or acting
jointly or in concert with, any of those persons); and(iv) a person to whom the Company’s share certificates, etc. are transferred from any person fallingunder (i) through (iii) above through off-market OTC trading or ToSTNeT (ToSTNeT-1). The same shallapply hereinafter.
2

The voting rights ratio means, according to the concrete purchase method by a group of specificshareholders, (i) in the case where a group of specific shareholders is a holder of the Company’s sharecertificates, etc. (meaning the share certificates, etc. as specified in Article 27-23(1) of the Financial
Instruments and Exchange Act) and a joint holder thereof, the holding ratio of share certificates, etc.
(meaning the holding ratio of share certificates, etc. as specified in Article 27-23(4) of the Act. In thiscase, the number of share certificates, etc. held by the joint holder of such holder (meaning the numberof share certificates, etc. held as specified in the same Paragraph) is also considered in the calculation)of such holder, or (ii) in the case where a group of specific shareholders is a person who makes purchase,
etc. of the Company’s share certificates, etc. (meaning the share certificates, etc. as specified in Article27-2(1) of the Act) and the person in a special relationship, the total of the ownership ratio of sharecertificates, etc. (meaning the ownership ratio of share certificates, etc. as specified in Article 27-2(8) of
the Act) of such person who makes purchase, etc. and such person in a special relationship. In calculating
the holding ratio of share certificates, etc. or the ownership ratio of share certificates, etc., the total
number of issued shares (meaning the one as specified in Article 27-23(4) of the Act) and the total
number of voting rights (meaning the one as specified in Article 27-2(8) of the Act) may be referred tothe most recently submitted Annual Financial Statements, Semiannual Financial Statements and Share
Buyback Report. The same shall apply hereinafter.
3“Share certificates, etc.” means those specified in Article 27-23(1) of the Financial Instruments andExchange Act.
4

Judgment as to whether or not “a relationship between such group of specific shareholders and suchother shareholders in which one of them has substantial control over the other or in which they act jointly- 18 -

or in concert” is established is made in accordance with the standard for recognition of the joint andconcerted act described in Exhibit 1.
5

Judgment as to whether or not any of the acts mentioned in 2 (1) (1-1) (iii) of the main text has beentaken is reasonably determined by the Board of Directors of the Company (in making such judgment,
the Board of Directors of the Company shall respect the Special Committee's recommendation to thegreatest extent possible). Furthermore, the Board of Directors of the Company may request shareholdersof the Company to provide necessary information to the extent necessary for determining whether or
not the requirements prescribed in 2 (1) (1-1) (iii) of the main text are satisfied.
(1-2) Submission of Statement of Intention
Prior to initiating the Large-scale Purchase or proposal of the Large-scale Purchase, theLarge-scale Share Purchaser will be required to submit to the President of the Company adocument, in such form as separately stipulated by the Company, which contains pledges, etc.
of complying with the Large-scale Purchase Rules (hereinafter called the “Statement ofIntention”) as well as a transcript of the commercial registry, a copy of articles of incorporationand other documents which objectively certify the existence of the Large-scale Share Purchaser.
In particular, the Statement of Intention should contain matters set out in each of the following
Items from (i) to (iii).
The Statement of Intention and all other documents to be submitted by the Large-scale Share
Purchaser to the Company shall be in Japanese.
(i) Summary of Large-scale Share Purchaser
a. name and address or location,b. governing law of establishment,c. purposes and contents of business,
d. name and title of a representative,e. major shareholders or major investors (whose owned shares or percentage ofinvestment is the top 10),f. domestic contact, andg. pledges of complying with the Large-scale Purchase Rules(ii) Number of the shares, etc. of the Company currently held by the Large-scale Share Purchaser
and the status of trading of the shares, etc. of the Company by the Large-scale Share
Purchaser within sixty (60) days prior to the submission of the Statement of Intention, and(iii) Summary of the Large-scale Purchase proposed by the Large-scale Share Purchaser,
including the class and number of the shares, etc. of the Company to be acquired by theLarge-scale Share Purchaser by means of the Large-scale Purchase and the purpose(s) of theLarge-scale Purchase (with details thereof for any purposes relating to the acquisition ofcontrol or participation in the management, pure investment or political investment,
assignment of the shares, etc. of the Company to a third party after the Large-scale Purchase,
act of making an important suggestion, etc.6 , or if there is any other purpose, statement tothat effect and contents thereof). If there are multiple purposes, all of the purposes should bestated.
6

Hereinafter, the term refers to “act of making important suggestion, etc.” as defined in Article 27-26(1)of the Financial Instruments and Exchange Act, Article 14-8-2(1) of the Order for Enforcement of the
Financial Instruments Act and Article 16 of the Cabinet Office Ordinance concerning Disclosure of
Large Holding of Share Certificates, etc.
- 19 -

(1-3) Provision of Required Information
The Large-scale Share Purchaser who has submitted to the President of the Company theStatement of Intention will be required to submit necessary and adequate information for theshareholders to make decisions over the Large-scale Purchase as follows:First, within ten (10) business days7 from the day on which the Statement of Intention isreceived from the Large-scale Share Purchaser, the Company sends to the Large-scale Share
Purchaser a list of information to be initially provided by the Large-scale Share Purchaser(hereinafter called the “Required Information List”). Then, the Large-scale Share Purchaser
provides the President of the Company with the adequate information in accordance with theRequired Information List.
If it is reasonably judged by the Board of Directors of the Company after consulting withand obtaining advice from the External Professional that such information provided by the Largescale Share Purchaser pursuant to the Required Information List is insufficient for theshareholders to make decisions and for the Board of Directors of the Company to implement
evaluation and consideration with regards to the purchase in light of the contents and manner ofthe Large-scale Purchase, the Large-scale Share Purchaser will be required to provide such
additional information as separately requested by the Board of Directors of the Company withina specified response period. The response period shall be up to sixty (60) days calculating fromthe date of the Required Information List.
Regardless of the contents or manner of the Large-scale Purchase, those pieces of
information with regard to each of the following items shall be included in the Required
Information List in principle. However, the specific contents of those pieces of information
included in the Required Information List will be reasonably decided by the Board of Directorsof the Company, after consulting with and obtaining advice from the External Professional, in
light of the contents and manner of the relevant Large-scale Purchase. Unless the Large-scale
Share Purchaser is able to provide any of those pieces of information with regard to items set out
in the Required Information List, the Large-scale Share Purchaser will be required by theCompany to provide a specific reason why the Large-scale Share Purchaser is unable to provide
such information.
(i)

Particulars of the Large-scale Share Purchaser. This includes the history, specific name,
capital structure, business description, financial information, names and professional careerof officers and so on.
(ii) Purpose(s) of the Large-scale Purchase (details of the purpose(s) disclosed in the Statementof Intention), method and contents. This includes existence or non-existence of theintention to participate in the management, kind and amount of consideration of the Largescale Purchase, timing of the Large-scale Purchase, related trading structure, number ofshares, etc. to be purchased, voting rights ratio after the purchase and legality of the methodof the Large-scale Purchase.
(iii) Calculation base of the consideration of the Large-scale Purchase. This includes theassumed fact of calculation, calculation method, numerical information used in thecalculation, contents of synergy expected to arise out of a sequence of trading in respect of
the Large-scale Purchase and name and summary of opinion of any third party that islistened to in the calculation and the course of determining the amount based on such third
party’s opinion.
(iv) Corroboration of funding for the Large-scale Purchase. This includes the specific names of
persons who provide funds, including an actual provider, funding method and contents ofrelated trading.
- 20 -

(v)Existence or non-existence of communication with a third party in implementing the Largescale Purchase, and its contents and a summary of the third party, if any.
(vi) Type of the Security Agreement, etc., counterparties and the specific contents of agreement,such as the number of subject shares, etc., for any lease agreement, security agreement,
sell-back agreement, agreement to complete a reserved sale or other important agreements
or arrangements with regard to the shares, etc. of the Company already held by the Largescale Share Purchaser (hereinafter called the “Security Agreement, etc.”).
(vii) Type of the agreement to be executed, counterparty and the specific contents of theagreement, such as the number of subject shares, etc. for any Security Agreement, etc. orother agreement to be executed with a third party with regard to the Company’s shares tobe acquired by the Large-scale Share Purchaser through the Large-scale Purchase.
(viii) Summary of management policies, business plans, capital policies and allotment policiesof the Company and its group after the Large-scale Purchase.
(ix) Handling policy of the Company’s employees, business partners, customers, local
community and other stakeholders in respect of the Company after the Large-scale
Purchase.
(x) Specific measures to prevent a conflict of interest with other shareholders of the Company.
The Board of Directors of the Company promptly discloses such fact if it receives theStatement of Intention from the Large-scale Share Purchaser and if it sends the Required
Information List to the Large-scale Share Purchaser. The Board of Directors of the Company also
discloses, at the time it judges appropriate, any or all of the information provided by the Largescale Share Purchaser and, for any information not provided by the Large-scale Share Purchaser,
the description of such information and the reason for the non-provision (hereinafter called the“Information Provided by the Large-scale Share Purchaser”), which is considered as being
necessary for the shareholders to make decisions.
The Company promptly notifies the Large-scale Share Purchaser of and discloses such fact
if the Board of Directors of the Company reasonably judges that the Information Provided by theLarge-scale Share Purchaser is adequate as the information required to provide in the Required
Information List (hereinafter called the “Large-scale Purchase Information”) and the provision
thereof has been completed (hereinafter called the “Notice of Completion of Information
Provision”).
7

Hereinafter, a “business day” means any day other than those listed in each item of Article 1(1) of the
Act on Holidays of Administrative Organs.
(1-4) Evaluation Period by the Board of Directors of the Company
After giving the Notice of Completion of Information Provision, the Board of Directors of
the Company sets a period, during which the Board of Directors of the Company will evaluate,
consider, negotiate, formulate an opinion and establish alternative proposals, depending on the
difficulty of the Large-scale Purchase evaluation, of (i) sixty (60) days from the date of the Noticeof Completion of Information Provision in the case of a tender offer subject to all of the shares,
etc. of the Company for which the consideration is limited to cash (Japanese yen) or (ii) ninety(90) days from the date of the Notice of Completion of Information Provision in the other casesof the Large-scale Purchase after consulting with and obtaining advice from the External
Professional (hereinafter called the “Board of Directors Evaluation Period”).
During the Board of Directors Evaluation Period, the Board of Directors of the Company
shall fully evaluate and consider the Information Provided by the Large-scale Share Purchaser byconsulting with and obtaining advice from the External Professionals, as necessary, and evaluate- 21 -

and consider the contents of the Large-scale Purchase to be implemented by the Large-scale Share
Purchaser in terms of protecting and enhancing the Company’s corporate value and common
interests of the shareholders. Through this evaluation and consideration, the Board of Directorsof the Company shall sincerely summarize an opinion of the Board of Directors of the Company
with regard to the Large-scale Purchase and shall notify the Large-scale Share Purchaser thereofand disclose it to the shareholders at an appropriate time and in an appropriate manner. The Boardof Directors of the Company may also negotiate with the Large-scale Share Purchaser concerning
the conditions and method of the Large-scale Purchase, as necessary, and provide an alternative
proposal of the Board of Directors of the Company to the shareholders.
Until the end of the Board of Directors Evaluation Period, the Large-scale Share Purchaser
may not initiate the Large-scale Purchase.
(1-5) Requirements to Trigger Countermeasures(i) Cases where the Large-scale Share Purchaser fails to comply with the Large-scale
Purchase Rules.
(i-1) A case where the countermeasures are triggered upon the Special Committee’s
recommendation.
If the Large-scale Share Purchaser fails to comply with the Large-scale Purchase Rules, theBoard of Directors of the Company shall in principle pass a resolution to trigger thecountermeasures against the relevant Large-scale Purchase with the purpose of protecting theCompany’s corporate value and common interests of the shareholders. In judging the complianceby the Large-scale Share Purchaser with the Large-scale Purchase Rules, the circumstances
relating to the Large-scale Share Purchaser, such as the case where the Large-scale Share
Purchaser may not necessarily have detailed information with regard to the Company, will betaken into consideration to a reasonable extent. Thus it will not be recognized that such Largescale Share Purchaser has failed to comply with the Large-scale Purchase Rules only because theLarge-scale Share Purchaser has not provided any part of the Large-scale Purchase Information
required by the Board of Directors of the Company.
In such case, prior to triggering the countermeasures, the Board of Directors of the Company
shall promptly consult with the Special Committee on the propriety of triggering thecountermeasures, and, upon such consultation, the Special Committee shall make a
recommendation to the Board of Directors of the Company on the propriety of triggering thecountermeasures after consulting with and obtaining advice from the External Professional, as
necessary. In judging whether or not to trigger the countermeasures, the Board of Directors of
the Company shall respect the Special Committee’s recommendation to the greatest extent
possible. In such case, in triggering the countermeasures, no shareholders’ meeting to confirm
the shareholders’ opinion (hereinafter called the “Shareholders’ Meeting to Confirm the
Shareholders’ Opinion”) on the propriety thereof shall be required to be held.
A summary of the Special Committee is as set out in Exhibit 2. The three (3) persons in total,
Mr. Toshimasa Iue, Mr. Masao Hisada and Mr. Minoru Amoh, are supposed to be appointed as
the committee member of the Special Committee at the time of the introduction of the New Plan.
Their respective brief histories are as set out in Exhibit 3. Mr. Toshimasa Iue has extensive
experience and expertise in business management, and Mr. Masao Hisada and Mr. Minoru Amohhave extensive experience and expertise in business management and overseas business. Mr.
Toshimasa Iue, Mr. Masao Hisada and Mr. Minoru Amoh are Outside Directors who are Audit
Committee members of the Company. Therefore, they are all independent of the Company.
- 22 -

(i-2) A case where the countermeasures are triggered upon the resolution of the
Shareholders’ Meeting to Confirm the Shareholders’ Opinion.
Notwithstanding Paragraph (i-1) above, if (a) the Special Committee recommends calling
the Shareholders’ Meeting to Confirm the Shareholders’ Opinion or (b) it is practically possible
to confirm the opinion of the shareholders by taking into consideration various conditions, suchas the contents of the Large-scale Purchase and the existence of enough time to confirm mattersand the Board of Directors of the Company judges that it is appropriate to confirm the opinion of
the shareholders on the propriety of triggering the countermeasures in light of the laws andregulations, due care of a good manager of the directors of the Company and so on, the Board of
Directors of the Company shall promptly call the Shareholders’ Meeting to Confirm the
Shareholders’ Opinion (instead of consultation with the Special Committee in the case of above(b)) and refer the judgment on whether or not to trigger the countermeasures to the shareholders.

(ii) Cases where the Large-scale Share Purchaser complies with the Large-scale Purchase
Rules.
When the Large-scale Share Purchaser complies with the Large-scale Purchase Rules,
although the possibility of declaring an objection, providing an alternative proposal or giving an
explanation to the shareholders will not be excluded if the Board of Directors of the Company
disagrees on the relevant Large-scale Purchase, in principle, no countermeasures will be triggered
against such Large-scale Purchase. The shareholders of the Company will be asked to judge
whether or not to accept the proposal of the Large-scale Purchase after taking into consideration
the Information Provided by the Large-scale Share Purchaser with regard to such Large-scale
Purchase and the opinion thereon, an alternative proposal and so on of the Board of Directors of
the Company.
However, even if the Large-scale Share Purchaser complies with the Large-scale Purchase
Rules, the Board of Directors of the Company will promptly call the Shareholders’ Meeting to
Confirm the Shareholders’ Opinion and refer the judgment on whether or not to trigger thecountermeasures to the shareholders if the Board of Directors of the Company considers that it isclear that the Large-scale Purchase significantly damages the Company’s corporate value andcommon interests of the shareholders and judges that it is necessary and appropriate to trigger thecountermeasures. In particular, each of the cases from (a) to (e) below will be deemed as a casewhere it is considered that it is clear that the Large-scale Purchase significantly damages theCompany’s corporate value and common interests of the shareholders in principle:(a) if the Large-scale Share Purchaser is a person, a so-called greenmailer, who has no intentionof actually participating in the management of the Company, but acquires or intends toacquire the shares, etc. of the Company solely for the purpose of boosting the share priceand causing the Company or the relevant persons of the Company to purchase such shares,
etc. at a high price,(b) if the Large-scale Share Purchaser acquires the shares, etc. of the Company for the purposeof transferring intellectual property rights, know-how, corporate secrets, key business
partners or customers, etc. of the Company or any of its group companies which arenecessary for its business and management to the Large-scale Share Purchaser or any of its
group companies, etc. by temporarily controlling the Company’s management,(c) if the Large-scale Share Purchaser acquires the shares, etc. of the Company for the purposeof appropriating the assets of the Company or any of its group companies for security or
repayment resources for the liabilities of the Large-scale Share Purchaser or any of its group- 23 -

companies, etc. after acquiring control over the management of the Company,(d) if the Large-scale Share Purchaser acquires the shares, etc. of the Company for the purposeof causing a disposal of highly valued assets, such as real estate property and securities, notbeing currently related to the business of the Company or any of its group companies, by
the sale, etc. thereof and then causing temporary high dividends to be paid with the gains ofsuch disposal or to sell the shares, etc. of the Company at a boosted price by watching for atime of a sudden rise in the share price due to the temporary high dividends by temporarily
controlling the management of the Company, or(e) if the proposed purchase is a purchase which is likely to actually force the shareholders tosell the shares, etc. of the Company, such as a coercive two-tier purchase, meaning thepurchase of shares, including a tender offer, in which the purchase is not offered for all
shares, etc. of the Company in the first stage of the purchase, and the purchase is offered forthe other shares, etc. of the Company under unfavorable conditions for the shareholders or
no clear conditions in the second stage of the purchase.
(1-6) Shareholders’ Meeting to Confirm the Shareholders’ Opinion
As set out in Paragraph (1-5) above, the Board of Directors of the Company shall call the
Shareholders’ Meeting to Confirm the Shareholders’ Opinion in certain cases and refer the
judgment on whether or not to trigger the countermeasures to the shareholders. In such case, theBoard of Directors of the Company shall, in accordance with applicable laws and regulations,disclose the shareholders who are entitled to vote, the record date for the exercise of voting rights,
and the date and time when the Shareholders’ Meeting to Confirm the Shareholders’ Opinion isheld. A resolution of the Shareholders’ Meeting to Confirm the Shareholders’ Opinion shall bepassed by a majority of the votes of the shareholders present at such meeting who are entitled tovote.
If it is resolved to trigger or not to trigger the countermeasures at the Shareholders’ Meeting
to Confirm the Shareholders’ Opinion, the Board of Directors of the Company shall approve theresolution to trigger or not to trigger the countermeasures in accordance with the resolution passed
at such Shareholders’ Meeting to Confirm the Shareholders’ Opinion and disclose the result thereof.
If the Shareholders’ Meeting to Confirm the Shareholders’ Opinion is called, the Large-scale
Share Purchaser may not initiate the Large-scale Purchase until the closure of such Shareholders’Meeting to Confirm the Shareholders’ Opinion.
(2) Specific Contents of Countermeasures
Countermeasures to be triggered by the Board of Directors of the Company in the New Plan may
include the allotment of share options (hereinafter called “Share Options”) without contribution as
well as other countermeasures permitted by the Companies Act or other laws or regulations or the
Articles of Incorporation of the Company. For any allotment of share options without contribution, asummary thereof shall be as set out in “Summary of Allotment of Share Options without Contribution”
of Exhibit 4.
(3) Discontinuance or Withdrawal of Triggered Countermeasures
Even if the Board of Directors of the Company has resolved to trigger the countermeasures, if (i)the Large-scale Share Purchaser discontinues the Large-scale Purchase, or (ii) the fact, etc. based on
which the judgment on whether or not to trigger the countermeasures was made changes and there arecircumstances where the Board of Directors of the Company judges that it is inappropriate to maintainthe triggered countermeasures in terms of protecting and enhancing of the Company’s corporate value
and common interests of the shareholders, the Board of Directors of the Company shall consult with- 24 -

the Special Committee and consider the discontinuance or withdrawal of the triggeredcountermeasures by consulting with and obtaining advice from the External Professionals, asnecessary.
The Special Committee, upon such consultation, shall consider the propriety of maintaining suchcountermeasures and make a recommendation to the Board of Directors of the Company by consultingwith and obtaining advice from the External Professionals, as necessary. The Board of Directors of theCompany shall respect the Special Committee’s recommendation to the greatest extent possible in judging
whether or not to maintain the countermeasures.
If the Board of Directors of the Company has resolved to discontinue or withdraw the triggeredcountermeasures based on such recommendation of the Special Committee, it shall promptly disclose
a summary of such resolution and other matters that the Board of Directors of the Company judges it
appropriate to disclose.
However, such allotment of the Share Options without contribution may be discontinued orwithdrawn until two (2) business days prior to the expiry date of rights (hereinafter called the “Expiry
Date of Rights”) in respect of the Allotment Date (hereinafter as defined in Section 1 of Exhibit 4;
hereinafter the same shall apply) of the Share Options if the Share Options are allotted without
contribution as the countermeasures, but allotment of the Share Options without contribution shall not
be discontinued or withdrawn on or after the previous business day of the Expiry Date of Rights toprevent any investors who have acquired the shares, etc. of the Company before the Expiry Date ofRights and who have sold such shares, etc. of the Company on the premise that they will be diluted
by such allocation of the Share Options without contribution on or after the Expiry Date of Rightsfrom being damaged due to the allotment of the Share Options without contribution being
discontinued or withdrawn.
(4) Effective Term, and Abolition and Modification of New Plan
The effective term of the New Plan expires at the closure of the 66th ordinary shareholders’meeting of the Company to be held in June 2027.
However, the New Plan shall be abolished at such time and in accordance with such resolution
if it is approved to abolish the New Plan at the meeting of the shareholders or the Board of Directorsof the Company even before the expiration of such effective term.
The Board of Directors of the Company may modify the New Plan to the extent reasonably
considered necessary as a result of any modification of, or any change of the interpretation oroperation of, the provisions of the Companies Act, the Financial Instruments and Exchange Act orother laws or regulations or the rules of financial instruments exchanges or any change of the taxation
system or judicial precedents.
If the New Plan is abolished or modified, the Company shall appropriately disclose the fact ofsuch abolition or modification, excluding any minor modification of wordings as a result of any
revision of the laws, regulations and so on, and the contents of such modification.
End of Document- 25 -

[Exhibit 1]
Standard for Recognition of the Joint and Concerted Act* The Standard is, in recognizing a “group of specific shareholders” including the Large-scale Share
Purchaser as defined in the New Plan, not only used to determine whether or not a person falls under“the person substantially controlled by, or acting jointly or in concert with, the group,” but also used todetermine whether “a relationship between such group of specific shareholders and such othershareholders in which one of them has substantial control over the other or in which they act jointly orin concert” is established in recognizing “Large-scale Purchase,” which is a prerequisite forrecognizing a “Large-scale Share Purchaser.”*With regard to a person subject to recognition (including its parent company, subsidiary, and otherentities that should be considered identical with the person subject to recognition; hereinafter referred
to as “Person Subject to Recognition”), the recognition shall, in principle, be conducted based oncomprehensive judgment, taking into consideration the factors mentioned in each of the following
items as well as the existence of facts directly or indirectly indicating that there is “no” communicationof intent between the person and a group of specific shareholders, provided, however, that in addition
to (1) below, at least one or more of the following items is found to be relevant.
(1) Whether the timing when the Person Subject to Recognition acquires the Company’s sharecertificates, etc. overlaps with the time when a group of specific shareholders takes action toward
acquisition, such as acquisition of the Company’s share certificates, etc. or act of making importantsuggestion, etc.
(2) Whether the volume of the Company’s share certificates, etc. acquired by the Person Subject toRecognition reaches a considerable volume.
(3) Whether the timing when the acquisition of the Company’s share certificates, etc. by the Person
Subject to Recognition is commenced is close to the timing when a group of specific shareholders
takes action toward acquisition of the Company, such as the commencement of acquisition of theCompany’s share certificates, etc. by the group of specific shareholders, and the statement of theintention to acquire management control over the Company and to take act of making importantsuggestion, etc., or is close to an event related to the action of such group of specific shareholders,such as the record date of the shareholders meeting the agenda of which includes matters pertaining to
the New Plan.
(4) Whether there is a commonality between the characteristics of the timing and manner ofacquisition of the Company’s share certificates, etc. by a group of specific shareholders and those of
the Person Subject to Recognition (for example, whether or not credit purchases are used), such as theacquisition of the Company’s share certificates, etc. at the same time when the transaction status of theCompany’s share certificates, etc. on the market is abnormal (for example, when the volume issignificantly inflated compared to the average volume, or when the stock price is significantly surged
compared to the average stock price during the preceding period).
(5) Whether the Person Subject to Recognition acquired share certificates, etc. of other listedcompanies for which a group of specific shareholders acquires (or has acquired) share certificates, etc.,
and does the acquisition timing and holding period overlap with those of a group of specificshareholders.
(6) Whether, during the overlapping period mentioned in (5) above, the exercise of a shareholder’sright (rights for common interest) against such other listed companies (other listed companies theshareholders of which included the Person Subject to Recognition in addition to such group of specificshareholders) synchronizes with that of such group of specific shareholders. If so, the extent of suchsynchronization is considered in light of the type and content of the shareholder’s right, and the resultsof the exercise of the shareholder’s right.
- 26 -

(7) Whether there is a risk of damage to corporate value or shareholder value of such other listedcompany during the term of office of the officers after the above change (for example, the occurrenceof an event that constitutes or is likely to constitute a serious violation of laws and regulations,delisting, designation as a special issue requiring special disclosure, bankruptcy or other legal
insolvency proceedings, issuance of shares or share options involving large-scale dilution) if directors
or other officers are appointed or dismissed at such other listed company mentioned in (5) above as aresult of the exercise of rights for common interest such as voting rights by the Person Subject toRecognition and a group of specific shareholders (and if there is a shareholder other than the Person
Subject to Recognition who has exercised rights for common interest such as voting rights inalignment with the group of specific shareholders, such shareholder). If so, the extent of such a risk is
considered.
(8) Whether there is or has there been a direct or indirect investment relationship or a loan relationshipbetween the Person Subject to Recognition and a group of specific shareholders.
(9) Whether there is or was a direct or indirect interpersonal relationship between the Person Subject
to Recognition and a group of specific shareholders, such as a concurrent relationship with an officer,a family relationship (including the one that conforms to a quasi-marriage relationship; the same shallapply hereinafter), a business relationship, a personal relationship in the community, such as a schoolof origin, and whether there is a personal relationship such that one is or has been an employee,
partner, or other member of the other.
(10) Whether the exercise of a shareholder’s right (rights for common interest) against the Company
aligns with that of a group of specific shareholders. If so, the extent of such alignment is considered inlight of the type and content of the shareholder’s right and the results of the exercise of theshareholder’s right (“a group of specific shareholders” or “Large-scale Purchase” shall not berecognized on the sole basis of this (10)).
(11) Whether words and behaviors related to the Company’s business and management policies are
similar to those of a group of specific shareholders. If so, the extent of similarity is considered in lightof the timing and content of such words and behaviors (“a group of specific shareholders” or “Largescale Purchase” shall not be recognized on the sole basis of this (11)).
(12) Whether there is a relationship, whether direct or indirect, that facilitates communication of intent
between the Person Subject to Recognition and a group of specific shareholders, such as the fact thatthe agent or advisor of the Person Subject to Recognition belongs to or has belonged to the sameoffice, corporation or organization as that of a group of specific shareholders, has a business alliance,
has jointly or cooperatively performed similar projects, and/or has a kinship or other personal
relationship with a group of specific shareholders.
(13) Whether there are any other facts directly or indirectly indicating that there is communication of
intent between the Person Subject to Recognition and a group of specific shareholders.

- 27 -

[Exhibit 2]
Summary of Special Committee
1.

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

2.

The Special Committee shall consist of at least three (3) committee members who are selected fromindependent outside directors satisfying the Company’s independence requirements. The term ofoffice of a special committee member shall commence on the day on which the member isappointed and end upon the expiration of the effective term of the response policies, and shall notpreclude reappointment.

3.

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

4.

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

5.

The recommendation to be made by the Special Committee shall need to be approved by a majorityof all the members of the Special Committee at the meeting where all the members shall be present
unless the circumstances are exceptional.

- 28 -

[Exhibit 3]
Brief Histories of the Members of the Special Committee

Toshimasa Iue: Born on December 3, 1962
April 1989
Joined SANYO Electric Co., Ltd.
June 1996
Director, the abovementioned company
June 2002
Director, Vice President (Representative Director), the abovementioned company
June 2005
Director and President (Representative Director), the abovementioned company
June 2007
Special Advisor, the abovementioned company
February 2010
Vice President and Operating Officer, LIXIL Group Corporation (current LIXIL
Corporation)
April 2011
Director, Vice President and Operating Officer, LIXIL Corporation
June 2016
Director and Executive Vice President, LIXIL Group Corporation (current LIXIL
Corporation)
June 2018
Outside Director, the Company
June 2019
Outside Director who is an Audit Committee member, the Company (incumbent)
August 2019
Outside Director, Takara Printing Co., Ltd. (current Takara & Company Ltd.)(incumbent)
June 2020
Outside Director, Torishima Pump Mfg. Co., Ltd. (Audit Committee member)June 2020
Outside Director, Kameda Seika Co., Ltd. (incumbent)
June 2022
Outside Director, Torishima Pump Mfg. Co., Ltd. (incumbent)
Masao Hisada: Born on December 16, 1948
April 1972
Joined Hitachi, Ltd.
April 2007
Vice President and Executive Officer, the abovementioned company
April 2010
Representative Executive Officer, Executive Vice President and Executive Officer,
Hitachi High-Technologies Corporation (current Hitachi High-Tech Corporation)
June 2010
Representative Executive Officer, Executive Vice President, Executive Officer andDirector, the abovementioned company
April 2011
Representative Executive Officer, President, Chief Executive Officer and Director,
the abovementioned company
April 2015
Director and Executive Officer, the abovementioned company
June 2015
Chairman of the Board and Executive Officer, the abovementioned company
April 2016
Chairman of the Board, the abovementioned company
June 2017
Senior Adviser, the abovementioned company
June 2019
Honorary Senior Adviser, the abovementioned company (incumbent)
June 2019
Outside Director, ALCONIX Corporation (incumbent)
June 2019
Outside Director who is an Audit Committee member, the Company (incumbent)
Minoru Amoh: Born on December 9, 1951
April 1979
Joined the Japan Representative Office of DU Pont Far East Inc. (current DuPont
Japan)March 2000
Director, the abovementioned company
July 2005
Director and Vice President, DuPont Japan, and Regional Director of Engineering
Polymer Business Division, Asia-Pacific region, DuPont Far East, Inc.
September 2006 Representative Director and President, the abovementioned company
January 2013
Representative Director the abovementioned company and President, DuPont Asia
- 29 -

Pacific Limited
September 2014 Honorary Chairperson of the abovementioned company
June 2015
Outside Director, KITZ Corporation (incumbent)
March 2016
Stepped down from the position of Honorary Chairperson of DuPont Japan
March 2016
Outside Statutory Auditor of Otsuka Chemical Co., Ltd.
March 2019
Outside Director, the abovementioned company (incumbent)
June 2021
Outside Director who is an Audit Committee member, the Company (incumbent)- 30 -

[Exhibit 4]
Summary of Allotment of Share Options without Contribution
1. Total Number of Share Options to Be Allotted
The total number of the Share Options to be allotted shall be such number as separately set forth
by the Board of Directors of the Company in the Resolution of Allotment of Share Options without
Contribution up to the number obtained by deducting the total number of the issued ordinary sharesof the Company, excluding the number of ordinary shares of the Company held by the Company,
from the total number of the authorized shares of the Company as of the certain date as separately
specified by the Board of Directors of the Company (hereinafter called the “Allotment Date”) in theboard resolution for the allotment of the Share Options without contribution (hereinafter called the“Resolution of Allotment of Share Options without Contribution”).
2. Shareholders Entitled to Allotment
The Share Options will be allotted to the shareholders recorded in the latest shareholder registry
as of the Allotment Date at a ratio of one (1) share option per Company’s ordinary share held by theshareholder, excluding ordinary shares of the Company held by the Company at that time.
3. Effective Date of Allotment of Share Options without Distribution
The effective date of the allotment shall be as separately specified by the Board of Directors of
the Company in the Resolution of Allotment of Share Options without Contribution.
4. Class and Number of Shares Subject to Share Options
The class of shares subject to the Share Options shall be ordinary shares of the Company and thenumber of shares subject to one (1) Share Option (hereinafter called “Number of Subject Shares”)
shall be the number as separately set forth by the Board of Directors of the Company in the Resolutionof Allotment of Share Options without Contribution; provided, however, that such number shall be
adjusted as necessary if the Company splits its share or consolidates its shares.
5. Contents and Amount of Assets Contributed upon Exercise of Share Options
The capital contribution to be made upon the exercise of the Share Options shall be monetarycontribution, and the amount of the assets to be contributed upon the exercise of the Share Options
per Company’s ordinary share shall not be less than one (1) yen and shall be the amount as separately
specified by the Board of Directors of the Company in the Resolution of Allotment of Share Options
without Contribution.
6. Restriction on Assignment of Share Options
As to the assignment of the Share Options, an approval of the Board of Directors of the Company
shall need to be obtained.
7. Conditions to Exercise Share Options(1) The Share Options (including substantial holdings) held by unentitled persons may not be
exercised. The term "Unentitled Person" means a person who conducts or intends to conduct any of
the following acts or any similar acts thereto (excluding those approved by the Board of Directors of
the Company; such act is hereinafter referred to as a "Large-scale Purchase") by himself or herself
alone or jointly or in concert with other persons (hereinafter referred to as "Large-scale Share
Purchaser"), its group of specific shareholder, and "other shareholders" in the case of (iii) below.
(i)Any purchase of the Company's share certificates, etc. with the intention to make the voting
rights ratio of a group of specific shareholders twenty (20) percent or more (including, but not limited- 31 -

to, the commencement of a tender offer);(ii)Any purchase of the Company's share certificates, etc. resulting in a group of specificshareholders holding twenty (20) percent or more of the voting rights ratio (including, but not limited
to, the commencement of a tender offer); or,(iii)regardless whether or not any of the acts specified in (i) or (ii) above is implemented, any act
taken by a group of specific shareholders of the Company with other shareholders of the Company(including the case of one or more shareholders; the same shall apply hereinafter in this (iii)) and as aresult of such act, any agreement or other act that would cause such other shareholders to constitutejoint holders of such group of specific shareholders, or any act establishing a relationship between
such group of specific shareholders and such other shareholders in which one of them has substantial
control over the other or in which they act jointly or in concert (however, only in cases where the total
voting rights ratio of such group of specific shareholders and such other shareholders of the sharecertificates, etc. issued by the Company is twenty (20) percent or more).
(2) Holders of the share options may exercise the Share Options only if they submit to theCompany a document which contains a clause of representations and warranties that that they do not
fall under the category of Unentitled Persons defined in 7. (1) above (when exercising for a third party,
including that the third party does not fall under the category of a Unentitled Person defined in 7. (1)above), a clause of indemnification and other matters prescribed by the Company, as well as materials
indicating the satisfaction of the requirements of the Company to a reasonable extent, and otherdocuments required by laws and regulations.
(3) If, under applicable foreign securities laws and other laws and regulations, the performanceof prescribed procedures or satisfaction of prescribed requirements is required for the exercise of
Share Options by a person located in the jurisdiction of the applicable laws and regulations, etc., theperson located in the jurisdiction may exercise the Share Options only if the Company acknowledges
that all such procedures and conditions have been performed or satisfied. Even when the person
located in the jurisdiction is able to exercise the Share Options by the Company’s performance orsatisfaction of the above procedures and requirements, the Company shall not be obligated to perform
or satisfy them.
(4) Confirmation of the fulfillment of the conditions defined in 7. (3) above shall be conductedin accordance with the procedures defined in 7. (2) above and as determined by the Board of Directors.
8. Acquisition Provisions(1) The Company may, on a date specified by the Board of Directors on or after the effective
date of the Allotment without Contribution of the Share Options, acquire unexercised Share Options(that is, those held by a person who does not fall under the category of Unentitled Person) (including
the Share Options held by persons who fall under 7. (3) above; referred to as "Exercisable Share
Options" in 8. (2) below) that are exercisable in accordance with the conditions of paragraph 7 above,by delivering, as consideration, the number of ordinary shares of the Company that corresponds to theinteger part of the number obtained by multiplying the number of Share Options to be acquired by the
number of shares subject to one (1) Share Option.
(2) The Company may, on a date specified by the Board of Directors on or after the effective
date of the Allotment without Contribution of the Share Options, acquire the unexercised Share
Options other than the Exercisable Share Options by delivering, as consideration, the same numberof share options (as that of the Share Option to be acquired) which are subject to certain restrictions
on the exercise by Unentitled Person (the exercise conditions, acquisition provisions and other matters- 32 -

specified by the Board of Directors of which are as follows; such share options are hereinafter referred
to as the "Second Share Options").
A. Exercise Conditions
Unentitled Persons may not exercise the Second Share Options except in the following cases andother cases specified by the Board of Directors:(a) In the case where the Large-scale Share Purchaser has suspended or withdrawn the Largescale Share Purchase after the resolution of the Shareholders’ Meeting to Confirm the Shareholders’Opinion, and has pledged not to conduct the Large-scale Share Purchase thereafter, and where theLarge-scale Share Purchaser or any other Unentitled Person has disposed of the Company Shares by
entrusting them to a securities company approved by the Company, and(b) where the ratio acknowledged by the Board of Directors of the Company as the holding ratioof share certificates, etc. of the Large-scale Share Purchaser after such disposition (however, whencalculating holding ratio of share certificates, etc. in this "(A.)," Unentitled Person other than the
Large-Scale Purchasers and their joint holders shall also be deemed to be joint holders of the LargeScale Purchasers, and the Second Share Options held by Unentitled Person the exercise conditions ofwhich have not been satisfied shall be excluded) is less than twenty (20) percent, the Large-scale
Share Purchaser or any other Unentitled Person who has made the disposition may exercise the Second
Share Options for a number of shares equivalent to the number of shares for which the disposition has
been made only to the extent that the ratio is less than twenty (20) percent.
B. Acquisition Provisions
If, as of the day (10) years after the day on which the Second Share Options are delivered, there
remain unexercised Second Share Options, the Company may acquire such Second Share Options(however, it is limited to those the exercise conditions of which are not satisfied.) in consideration ofmoney equivalent to the market value of such Second Share Options at that time.
(3) Confirmation of fulfillment of the conditions for the compulsory acquisition of the Share
Options shall be conducted in accordance with the procedures defined in 7. (2) above and as specified
by the Board of Directors. If Board of Directors of the Company deems it appropriate for the Company
to acquire the Share Options at any time up to the day immediately preceding the commencement dateof the period during which the Share Options may be exercised, the Company may acquire all the
Share Options without Contribution upon the arrival of such date as separately specified by the Boardof Directors of the Company.
9. Capital and Reserves
The matters concerning the capital and capital reserves to be increased in accordance with theexercise of the Share Options and the acquisition based on the acquisition provisions, etc. shall be
determined in accordance with the provisions of laws and regulations.
10. Fraction
The number of shares to be delivered to the person who exercised the Share Options shall be
rounded down to the nearest (1) share. However, the number of shares to be delivered to the holder ofsuch Share Options may be calculated by totaling the number of shares to be delivered upon the exerciseof each Share Options if the holder exercises multiple Share Options simultaneously.
11. Issuance of Share Options Certificates
No Share Options certificates will be issued for the Share Options.

- 33 -

【Reference】

Flowchart of Procedures under the New Plan

Large-scale Share Purchaser
When Large-scale Purchase Rules
are complied

When Large-scale Purchase Rules
are not complied

Large-scale Purchase Rules(When not submitted)
Submission of Statement of Intention(When not provided)

Provision of Information Provided
by the Large-scale Share Purchaser

Board of Directors

Board of Directors
Special Committee

Evaluate, consider,formulate an opinion,negotiate, and establish
alternative proposals
Board of Directors
Evaluation Period
Up to 60 days or 90 days

Consult

Propriety of triggering thecountermeasures
Judge whether or not to trigger
the countermeasures

Recommend

Respect the Special Committee's
recommendation to the greatest
extent possible
Call

Call

Shareholders’ Meeting to Confirm the Shareholders’ Opinion
Not passed

PassedNo countermeasures are triggered

Countermeasures are triggered

Whether or not to accept
the proposal of the Large-scale Purchase

Decisions of shareholders
This flowchart is prepared only as a reference to provide an easy-to-understand overview of the
New Plan. For details on the New Plan, please refer to the main text.
End

End of Document- 34 -