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 shall prevail.

Securities Code: 4611
June 7, 2017
To our shareholders:Toshijiro Iwasa
President
Dai Nippon Toryo Co., Ltd.
1-124, Nishikujo 6-chome, Konohana-ku, Osaka

NOTICE OF THE 134TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 134th Ordinary General Meeting of Shareholders of Dai Nippon Toryo Co.,
Ltd. (the “Company”), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights by postal mail or by theInternet. In this case, after reviewing the attached Reference Documents for the General Meeting of Shareholders,please indicate your approval or disapproval of the proposals on the enclosed voting form and return it by postal
mail to reach us no later than 5:00 p.m., Wednesday, June 28, 2017 (Japan Standard Time), or enter your approvalor disapproval of the proposals on the voting website designated by the Company (http://www.evote.jp/) no later
than the above-mentioned deadline.
1. Date and Time: Thursday, June 29, 2017 at 10:00 a.m. (Japan Standard Time) (Reception scheduled to open
at 9:00 a.m.)
2. Venue:
The Company’s Head Office, 4th Floor Conference Room
1-124, Nishikujo 6-chome, Konohana-ku, Osaka
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 134th Term (from April 1, 2016 to March
31, 2017), as well as the results of audit of the Consolidated Financial Statements by the Accounting
Auditor and the Board of Corporate Auditors.
2. Non-Consolidated Financial Statements for the 134th Term (from April 1, 2016 to March 31, 2017)
Items to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Consolidation of Shares
Proposal 3:
Election of Eight (8) Directors
Proposal 4:
Election of One (1) Corporate Auditor
Proposal 5:
Election of One (1) Substitute Corporate Auditor
Proposal 6:
Continuation of the Measures to Respond to a Large-Scale Purchase of the Company’s
Shares, etc. (Takeover Defense Measures)--If you attend the meeting in person, please submit the enclosed voting form at the reception.
Of documents to be attached to this notice, the Notes to Consolidated Financial Statements and Notes to Non-Consolidated
Financial Statements are not included in the attached documents of this notice because they are posted on the Company’s website(http://www.dnt.co.jp/) on the Internet in accordance with laws and regulations and Article 14 of the Articles of Incorporation. The
Notes to Consolidated Financial Statements and Notes to Non-Consolidated Financial Statements are a portion of the Consolidated
Financial Statements and Non-Consolidated Financial Statements that were audited by Corporate Auditors or the Accounting
Auditor, in producing the audit reports.
In case any changes are made to the Business Report, the Consolidated Financial Statements and the Non-Consolidated Financial
Statements, the Company will post such changes on the Company’s website (http://www.dnt.co.jp/).

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

Appropriation of Surplus

Returning profits stably to our shareholders is one of the important management issues, and the Company aims tomaintain consistent and stable payment of dividends as our basic policy, while striving to strengthen corporate
structure and maintaining financial soundness of the Company.
Based on the business performance for the current fiscal year and future business development of the Company, weplan to pay a year-end dividend of ¥4 per share, an increase of ¥0.5 per share.
1. Type of dividend property
Cash
2. Allocation of dividend property to shareholders and total amount thereof¥4 per common share of the Company
Total amount of dividends: ¥582,000,252
3. Effective date of distribution of dividends of surplus
June 30, 2017

- 2 -

Proposal 2:

Consolidation of Shares

1. Reasons for consolidation of shares
All Japanese stock exchanges have announced the “Action Plan for Consolidating Trading Units” with the aimof unifying the trading units for common shares of Japanese companies listed on Japanese stock exchanges to
100 shares by October 1, 2018.
As a company listed on the Tokyo Stock Exchange, the Company respected this intention and in accordancewith Article 195, paragraph 1 of the Companies Act, decided to change the number of shares in a trading unit
from 1,000 shares to 100 shares at a Board of Directors Meeting held on May 12, 2017. This change shall havean effective date of October 1, 2017. This change is contingent upon this proposal being approved in its
original form. Along with this, the Company proposes to execute a consolidation of shares to consolidate five(5) shares into one (1) share with the goal of maintaining the level of trading units preferred by Japanese stock
exchanges (more than ¥50,000, less than ¥500,000) even after the change in the number of shares constituting
one trading unit.
2. Ratio of consolidation
The Company proposes to consolidate each five (5) of the Company’s common shares into one (1) share.
The total number of issued shares after consolidation of shares shall be 29,710,678.** The “total number of issued shares after consolidation of shares” is a theoretical number calculated based on
the total number of issued shared before consolidation and the ratio of consolidation.
If any fractional shares arise as a result of share consolidation, according to the Companies Act, the Company
shall sell fractional shares in bulk and distribute the proceeds to the shareholders having fractional shares inproportion to their respective fractions.
3. Effective date of the consolidation of shares
October 1, 2017
4. Total number of shares authorized to be issued as of the effective date:
93,280,000 (current number is 466,406,000)(Reference) Partial Amendments to Articles of Incorporation
If this proposal is approved in its original form, the Articles of Incorporation shall be partially amended as follows
on October 1, 2017.
(Amendments are underlined)(Current Articles of Incorporation)(Total Number of Shares Authorized to Be Issued)
Article 6.
The total number of shares authorized to be issued by theCompany shall be 466,406,000.
(Number of Shares per Share Unit)
Article 8.
The number of shares constituting one share unit shall be
1,000.

(Proposed amendments)(Total Number of Shares Authorized to Be Issued)
Article 6.
The total number of authorized shares: number of sharesauthorized to be issued by the Company shall be 93,280,000.
(Number of Shares per Share Unit)
Article 8.
The number of shares constituting one share unit shall be 100.

- 3 -

Proposal 3:

Election of Eight (8) Directors

The term of office of all eight (8) current Directors will expire at the conclusion of this meeting.
Therefore, we propose the election of eight (8) Directors (of whom two (2) are Outside Directors).
The candidates for Director are as follows:
No.

Name
(Date of birth)

Career summary, position and responsibilities[significant concurrent positions outside the Company]
Apr. 1971
Apr. 2002

June 2004

Toshijiro Iwasa(September 27, 1947)
Reelection
1

Apr. 2005
Apr. 2006
June 2006
Apr. 2007
Apr. 2010
June 2010

Joined the Company
General Manager, Planning Department,
Corporate Planning Department of theCompany
Executive Officer, General Manager, Corporate
Planning Department, Administrative Divisionof the Company
Deputy General Manager, Administrative
Division of the Company
Deputy General Manager, Production Divisionof the Company
Director of the Company
Managing Executive Officer of the Company
Senior Managing Executive Officer in chargeof Sales & Marketing of the Company
Representative Director and President of theCompany (present position)

Number of theCompany’s shares
owned

174,000
shares[Reasons for nomination as candidate for Director]
Having long been involved in corporate planning, production, and sales & marketing of the Company, he has extensive
business expertise in the Company’s overall business as an executive who has been in charge of management of theCompany over the years. As such, the Company requests his election as a Director in the belief that he will be able tocontribute to strengthening the decision-making and supervisory functions of the Board of Directors by leveraging his
ample experience and achievements.

- 4 -

No.

Name
(Date of birth)

Career summary, position and responsibilities[significant concurrent positions outside the Company]
Apr. 1975

2

Number of theCompany’s shares
ownedJoined The Mitsubishi Bank, Ltd. (currently
The Bank of Tokyo-Mitsubishi UFJ, Ltd.)
Apr. 2002
General Manager, Shinjuku-Chuo Branch, The
Bank of Tokyo-Mitsubishi, Ltd. (currently The
Bank of Tokyo-Mitsubishi UFJ, Ltd.)
June 2004
Joined the Company as Executive Officer,
Deputy General Manager, Administrative
Division and General Manager, General Affairs
Department
Yoshinori Seko
Apr. 2005
Managing Executive Officer, General Manager,(May 3, 1952)
Administrative Division of the Company
33,000 shares
Reelection(present position)
June 2005
Director of the Company (present position)
Apr. 2010
Senior Managing Executive Officer in chargeof Production of the Company (present
position)
June 2010
Assistant to the President of the Company(present position)[Responsibilities]
Administrative Division, Internal Audit Division, Production
Division[Reasons for nomination as candidate for Director]
He has extensive knowledge and experience nurtured in financial institutions, and currently has responsibility as theAssistant to the President and for the Administrative Division of the Company. As such, the Company requests hiselection as a Director in the belief that he will be able to contribute to strengthen the decision-making and supervisory
functions of the Board of Directors by leveraging his ample experience and achievements.

- 5 -

No.

Name
(Date of birth)

Career summary, position and responsibilities[significant concurrent positions outside the Company]
Apr. 1984
Apr. 20093

Number of theCompany’s shares
ownedJoined the Company
Deputy General Manager, Protective Coating
Department, General Coating Business Divisionof the Company
Apr. 2010
General Manager, Development Department,
Technical Development Division of theCompany
Apr. 2011
Executive Officer, Deputy General Manager,
General Coating Business Division (Head ofTechnology), and Deputy General Manager,
Industrial Coating Business Division (Head ofTechnology) of the Company
Apr. 2012
General Manager, Technical Development
Takayuki Sato
Division and Deputy General Manager, Coating(January 15, 1961)
Business Division (Head of Technology) of the
29,000 shares
Reelection
Company
June 2012
Director of the Company (present position)
Apr. 2014
General Manager, Coating Business Division(present position), and General Manager,
Marketing & Sales Department of the Company
Apr. 2016
Managing Executive Officer (present position),
General Manager, Protective & Decorative
Coatings Department, Coating Business
Division of the Company[Responsibilities]
Coating Business Division[Significant concurrent position outside the Company]
Representative Director and President, Dai Nippon Toryo
Hokkaido Co., Ltd.
[Reasons for nomination as candidate for Director]
Having long served in the technical division of the Company, he has extensive experience and achievements in the
Company, and currently is responsible for the Marketing & Sales Department. As such, the Company requests hiselection as a Director in the belief that he will be able to contribute to strengthening the decision-making andsupervisory functions of the Board of Directors.

- 6 -

No.

Name
(Date of birth)

Career summary, position and responsibilities[significant concurrent positions outside the Company]
Apr. 1985
Apr. 1991

4

Number of theCompany’s shares
ownedJoined Nippon Paint Co., Ltd.
Joined Nippon Steel Chemical Co., Ltd.
(currently NIPPON STEEL & SUMIKINCHEMICAL CO., LTD.)
Apr. 2007
Joined NITTO CHEMICAL CO., LTD.
Apr. 2010
Joined the Company as Deputy General
Manager, Production Engineering Department,
Production Division
Oct. 2010
General Manager, Production Engineering
Department, Production Division of theCompany
Hideyoshi Noda
Apr. 2013
Executive Officer of the Company (present(September 28, 1962)
position)
46,000 shares
Reelection
May 2013
Deputy General Manager, Coating Business
Division and General Manager, Coating
Business Planning Department of the Company
Apr. 2015
General Manager, Production Division of theCompany (present position)
June 2015
Director (present position), General Manager,
Production Engineering Department,
Production Division of the Company[Significant concurrent positions outside the Company]
Representative Director and President, Nitto Sanwa Toryo Co.,
Ltd.
Representative Director and President, Okayama Kako Co., Ltd.
[Reasons for nomination as candidate for Director]
He has extensive knowledge nurtured through his experience in the coating industry and, in addition to having
experience in the Sales & Marketing Group, is responsible for the Production Division at the Company. As such, theCompany requests his election as a Director in the belief that he will be able to contribute to strengthening the decisionmaking and supervisory functions of the Board of Directors by leveraging his ample experience and achievements.

- 7 -

No.

Name
(Date of birth)

Career summary, position and responsibilities[significant concurrent positions outside the Company]
Apr. 1972

5

6

Number of theCompany’s shares
ownedJoined The Mitsubishi Bank, Ltd. (currently
The Bank of Tokyo-Mitsubishi UFJ, Ltd.)
June 2003
Managing Director, The Bank of TokyoMitsubishi, Ltd. (currently The Bank of TokyoMitsubishi UFJ, Ltd.)May 2005
Managing Executive Officer, The Bank ofTokyo-Mitsubishi, Ltd.
Jan. 2006
Managing Executive Officer, The Bank of
Tetsuo Iwata
Tokyo-Mitsubishi UFJ, Ltd.
(April 30, 1948)
1,000 shares
June 2007
Senior Corporate Auditor, Tokyu Corporation
Reelection
June 2008
Corporate Auditor, Tokyu Construction Co.,Ltd.
Corporate Auditor, Seikitokyu Kogyo Co., Ltd.
June 2015
Corporate Auditor, Gekkeikan Sake Co., Ltd.
(present position)
Director of the Company (present position)[Significant concurrent positions outside the Company]
Corporate Auditor, Gekkeikan Sake Co., Ltd.
[Reasons for nomination as candidate for Outside Director]
The Company requests election of him as an Outside Director in the belief that he will be able to contribute tostrengthening the corporate governance of the Company with suggestions and proposals concerning the Company’s
overall management by leveraging his ample business expertise gained through his many years of experience infinancial institutions and as an Corporate Auditor at other companies.
Mar. 1971
Joined Nippon Yusoki Co., Ltd. (currently
Mitsubishi Nichiyu Forklift Co., Ltd.)
Sept. 2005
General Manager, Domestic Sales Planning
Department, Domestic Sales Division, Nippon
Yusoki Co., Ltd.
June 2006
Executive Officer, Nippon Yusoki Co., Ltd.
June 2007
Director, Nippon Yusoki Co., Ltd.
June 2008
Managing Director, Nippon Yusoki Co., Ltd.
Apr. 2009
Director, Nippon Yusoki Co., Ltd.
Kyoichi Haizaki
Representative Director, Nichiyu MHI Forklift(December 22, 1948)
Co., Ltd.
0 shares
Reelection
June 2010
Managing Director, Nippon Yusoki Co., Ltd.
June 2011
Senior Managing Director, Nippon Yusoki Co.,Ltd.
Apr. 2013
Director, Senior Managing Executive Officer,
Mitsubishi Nichiyu Forklift Co., Ltd.
June 2015
Senior Advisor, Mitsubishi Nichiyu Forklift
Co., Ltd.
June 2016
Advisor, Mitsubishi Nichiyu Forklift Co., Ltd.
(present position)
Director of the Company (present position)[Reasons for nomination as candidate for Outside Director]
The Company requests election of him as an Outside Director in the belief that he will be able to contribute tostrengthening the corporate governance of the Company by providing suggestions and proposals concerning theCompany’s overall management by leveraging his ample business expertise gained through his many years ofexperience at a listed company and his wealth of insight gained through his experience as a Director of the same
company.

- 8 -

No.

Name
(Date of birth)

Career summary, position and responsibilities[significant concurrent positions outside the Company]

Number of theCompany’s shares
owned

Apr. 1982
Mar. 2003
July 2006

78

Notes:

Joined Mitsubishi Corporation
CEO of Miteni S.p.A (Italy)
Manager, Fine Chemicals Unit, Head Office,Mitsubishi Corporation
Mar. 2010
President of PT.Kaltim Parna Industri(Indonesia)
Apr. 2013
General Manager, Warsaw Branch, Mitsubishi
Corporation
Apr. 2016
Executive Officer of the Company (present
Naoyuki Kimura
position)(May 28, 1959)
0 shares
Deputy General Manager, Overseas Operations
New candidate
Division; General Manager, Overseas Business
Planning Department (present position); andDeputy General Manager, Procurement
Division of the Company
Apr. 2017
General Manager, Overseas Operations
Division (present position) in charge ofProcurement (present position) of the Company[Responsibilities]
Overseas Operations Division, Procurement Division[Reasons for nomination as candidate for Director]
He has extensive knowledge and experience of business nurtured at a general trading company, and currently is
responsible for the Overseas Operations Division and the Procurement Division of the Company. As such, the Company
requests his election as a Director in the belief that he will be able to contribute to strengthening the decision-making
and supervisory functions of the Board of Directors by leveraging his experience and achievements.
Apr. 1986
Joined the Company
Apr. 2014
Deputy General Manager, TechnicalDevelopment Division, General Manager,
Development Department (present position),
Head of First Technical Development Group(present position) and Deputy General
Manager, Protective & Decorative Coatings
Motohiro Yamamoto
Department of the Company(January 18, 1964)
12,000 shares
Apr. 2015
Executive Officer of the Company (present
New candidate
position)
Apr. 2016
General Manager, Technical Development
Division (present position) and Deputy General
Manager, Coating Business Division (Head ofTechnology) (present position) of the Company[Responsibilities] Technical Development Division, Specialty
Business Division
Reasons for nomination as candidate for Director
He has been serving long in the Technical Division of the Company. Considering his wealth of experience andachievements, the Company requests his election as a Director in the belief that he will be able to contribute tostrengthening the decision-making and supervisory functions of the Board of Directors.
1. Takayuki Sato, a candidate for Director, serves concurrently as Representative Director and President of Dai Nippon
Toryo Hokkaido Co., Ltd. The Company provides paints to Dai Nippon Toryo Hokkaido Co., Ltd.
Hideyoshi Noda, a candidate for Director, serves concurrently as Representative Director and President of Nitto Sanwa
Toryo Co., Ltd. and Okayama Kako Co., Ltd. The Company outsources the production of paints to Nitto Sanwa Toryo
Co., Ltd. and Okayama Kako Co., Ltd.
2. There are no special interests between the other candidates and the Company.
3. Matters pertaining to candidates for Outside Director are as follows.
(1) Tetsuo Iwata and Kyoichi Haizaki are candidates for Outside Director.
The Company has designated Tetsuo Iwata and Kyoichi Haizaki as Independent Officers and notified suchdesignation to the Tokyo Stock Exchange in accordance with the rules of Tokyo Stock Exchange, Inc.
(2) At the conclusion of this meeting, Tesuo Iwata will have been an Outside Director for two (2) years. Also, at theconclusion of this meeting, Kyoichi Haizaki will have been an Outside Director for one (1) year.
- 9 -(3) The Company has entered into limited liability agreements with Tetsuo Iwata and Kyoichi Haizaki under Article
423, paragraph 1 of the Companies Act. Limitation on liability of Outside Director to compensate damages undersuch agreements is set out to be the minimum amounts set forth in the relevant laws and regulations. If thereappointment of Tetsuo Iwata and Kyoichi Haizaki is approved, the Company intends to continue the above
limited liability agreements.
(4) There are business transactions such as providing coatings, etc. between the Company and Mitsubishi Nichiyu
Forklift Co., Ltd., where Kyoichi Haizaki serves as an Advisor, but the amount of these transactions in the mostrecent fiscal year is negligible (less than 0.2%) for the consolidated net sales of the Company. Accordingly, theCompany has determined that the independence of Kyoichi Haizaki is secured.
(5) In case a candidate for Outside Director was in office as director, executive officer or auditor of anothercompany/companies during the past five (5) years, the fact that a violation of any laws, regulations and/or the
Articles of Incorporation, or of any improper execution of duties, was made during his/her tenure at such othercompany/companies
Tetsuo Iwata served as an Outside Corporate Auditor at Seikitokyu Kogyo Co., Ltd., and Seikitokyu Kogyo Co.,
Ltd. received a cease and desist order from the Japan Fair Trade Commission in September 2016 and a suspensionof business order from the Ministry of Land, Infrastructure, Transport and Tourism in November 2016, both after
his retirement, for the violation of the Antimonopoly Law concerning bidding for the disaster restoration paving
works for the Great East Japan Earthquake during his term of office. Although he was not aware of the violation
until it came to light, he had constantly spoken about thorough compliance with the laws and regulations at themeetings of the Board of Directors, etc. Also, after the fact came to light, he had constantly spoken about
elimination of violations and activities for preventing a recurrence.

- 10 -

Proposal 4:

Election of One (1) Corporate Auditor

The term of office of Corporate Auditor Yasuyuki Fukuoka will expire at the conclusion of this meeting.
Therefore, we propose the election of one (1) Corporate Auditor.
The Board of Corporate Auditors has given its consent to this proposal.
The candidate for Corporate Auditor is as follows:
Name(Date of birth)

Career summary, position and responsibilities[significant concurrent positions outside the Company]

Number of theCompany’s shares
owned

Apr. 1984

Joined The Mitsubishi Trust and Banking Corporation(currently Mitsubishi UFJ Trust and Banking Corporation)
May 2003
Deputy General Manager of Umeda Branch, The Mitsubishi
Trust and Banking Corporation
Feb. 2005
General Manager of Okayama Branch, The Mitsubishi Trustand Banking Corporation
Feb. 2007
Seconded to The Bank of Tokyo-Mitsubishi UFJ, Ltd.
June 2007
Seconded to The Bank of Tokyo-Mitsubishi UFJ, Ltd. and
Mitsubishi UFJ Financial Group, Inc.
Yasuyuki Fukuoka
June 2009
Deputy General Manager of Kyoto Branch and Kyoto Chuo
4,000
(November 2, 1959)
Branch, Mitsubishi UFJ Trust and Banking Corporation
sharesReelection
Oct. 2011
General Manager of Sendai Branch, Mitsubishi UFJ Trustand Banking Corporation
Apr. 2013
Associate Director, Mitsubishi UFJ Trust Banking
Corporation
June 2013
Full-time Corporate Auditor of the Company (present
position)
June 2015
Audit & supervisory board member, Mitsubishi Nichiyu
Forklift Co., Ltd. (present position)[Significant concurrent positions outside the Company]
Audit & supervisory board member, Mitsubishi Nichiyu Forklift Co., Ltd.
[Reasons for nomination as candidate for Outside Corporate Auditor]
The Company requests election of Yasuyuki Fukuoka as Outside Corporate Auditor in the belief that he will be able to execute his
duties as Corporate Auditor from his expert perspective by leveraging his many years of experience in financial institutions and his
ample knowledge of finance and accounting.
Notes:

1. There is no special interest between Yasuyuki Fukuoka, a candidate for Outside Corporate Auditor, and the Company.
2. Yasuyuki Fukuoka is a candidate for Outside Corporate Auditor.
The Company has designated Yasuyuki Fukuoka as an Independent Officer and notified such designation to the Tokyo
Stock Exchange in accordance with the rules of Tokyo Stock Exchange, Inc.
3. At the conclusion of this meeting, Yasuyuki Fukuoka will have been an Outside Corporate Auditor for four (4) years.
4. Currently, Yasuyuki Fukuoka serves concurrently as corporate auditor of a subsidiary of the Company.
5. The Company has entered into a limited liability agreement with Yasuyuki Fukuoka under Article 423, paragraph 1 of
the Companies Act. Limitation on liability of Outside Corporate Auditor to compensate damages under such agreement
is set out to be the minimum amounts set forth in the relevant laws and regulations. If the reappointment of Yasuyuki
Fukuoka is approved, the Company intends to continue the above limited liability agreement.
6. There are business transactions such as borrowings, etc. between the Company and Mitsubishi UFJ Trust and Banking
Corporation, where Yasuyuki Fukuoka served as a business executive, but the amount of these borrowings at the end of
the most recent fiscal year is small (1.66%) for the consolidated total assets of the Company. Accordingly, the Company
has determined that the independence of Yasuyuki Fukuoka is secured.
7. There are business transactions such as providing coatings, etc. between the Company and Mitsubishi Nichiyu Forklift
Co., Ltd., where Yasuyuki Fukuoka serves as an Outside Corporate Auditor, but the amount of these transactions in themost recent fiscal year is negligible (less than 0.2%) for the consolidated net sales of the Company. Accordingly, theCompany has determined that the independence of Yasuyuki Fukuoka is secured.

- 11 -

Proposal 5:

Election of One (1) Substitute Corporate Auditor

The effect of assignment of substitute Corporate Auditor Hiroshi Maeshima will expire at the commencement of
this meeting. Therefore, we propose the election of one (1) substitute Corporate Auditor, to prepare for a situation
where the number of Corporate Auditor does not satisfy the number prescribed by laws and regulations.
The Board of Corporate Auditors has given its consent to this proposal.
The candidate for substitute Corporate Auditor is as follows:
Name(Date of birth)

Career summary[significant concurrent positions outside the Company]

Number of theCompany’s shares
ownedMar. 1970

Joined Nippon Yusoki Co., Ltd. (currently Mitsubishi
Nichiyu Forklift Co., Ltd.)
June 2004
Deputy General Manager, Corporate Planning Department,
Nippon Yusoki Co., Ltd.
Sept. 2005
General Manager, Corporate Planning Department, Nippon
Yusoki Co., Ltd.
Jan. 2006
Deputy General Manager, Corporate Planning Office,Hiroshi Maeshima
Nippon Yusoki Co., Ltd.
0 shares(November 25, 1951)
June 2010
General Manager, Internal Audit Office, Administrative
Division, Nippon Yusoki Co., Ltd.
Oct. 2010
Corporate Auditor, Nichiyu MHI Forklift Co., Ltd.
June 2011
Senior Corporate Auditor, Nippon Yusoki Co., Ltd.
(currently Mitsubishi Nichiyu Forklift Co., Ltd.) (present
position)[Significant concurrent positions outside the Company]
Statutory Senior Corporate Auditor, Mitsubishi Nichiyu Forklift Co., Ltd.
[Reasons for nomination as candidate for substitute Outside Corporate Auditor]
The Company requests election of Hiroshi Maeshima as a substitute Outside Corporate Auditor in the belief that he will be able toexecute his duties as Corporate Auditor from his expert perspective by leveraging his ample knowledge of the corporate planning
office and internal control, etc. gained through his many years of experience including his current position as a Corporate Auditor ata listed company.
Notes:

1. There is no special interest between Hiroshi Maeshima, a candidate for substitute Corporate Auditor, and the Company.
2. Hiroshi Maeshima is a candidate for substitute Outside Corporate Auditor.
3. If he is appointed Corporate Auditor, the Company intends to enter into a liability limitation agreement with Hiroshi
Maeshima per Article 423, paragraph 1 of the Companies Act. Based on this agreement, the limitation of liability forcompensation for damages is set to be the minimum amount specified in the relevant laws and regulations.
4. There are business transactions such as providing coatings, etc. between the Company and Mitsubishi Nichiyu Forklift
Co., Ltd., where Hiroshi Maeshima serves as a statutory Corporate Auditor, but the amount of these transactions in themost recent fiscal year is negligible (less than 0.2%) for the consolidated net sales of the Company. Accordingly, theCompany has determined that the independence of Hiroshi Maeshima is secured.

- 12 -

Proposal 6:

Continuation of the Measures to Respond to a Large-Scale Purchase of the Company’s
Shares, etc. (Takeover Defense Measures)

The Company has passed a resolution approving the continuation of the “Measures to Respond to a Large-Scale
Purchase of the Company’s Shares, etc.” (hereinafter the “Existing Plan”) at a meeting of its Board of Directors
held on April 24, 2014, and it was also approved by the shareholders at the 131st Ordinary General Meeting of
Shareholders of the Company held on June 27, 2014.
As the effective period of the Existing Plan will expire at the conclusion of this Ordinary General Meeting of
Shareholders, the Company has conducted further examination in consideration of factors such as the businessenvironment surrounding the Company and changes in circumstances from the perspective of protecting andenhancing the common interest of shareholders and corporate value. As a result, it was resolved at the meeting of
the Board of Directors of the Company held on April 26, 2017 to continue the “Measures to Respond to a LargeScale Purchase of the Company’s Shares, etc.” with some revisions of the Existing Plan, subject to the approval ofshareholders at this Ordinary General Meeting of Shareholders (hereinafter, the “Measures to Respond to a LargeScale Purchase of the Company’s Shares, etc.” to be continued is referred to as “this Plan”).
This proposal requests the approval of shareholders for this Plan based on the provisions of Article 46 of the
Articles of Incorporation of the Company (Implementation of Takeover Defense Measures). If this proposal isapproved, the effective period of this Plan is to expire at the conclusion of the Ordinary General Meeting of
Shareholders of the Company to be held in June 2020.
The following is the content of this Plan.
I.

Basic Policy on Persons Who Control Decisions on Financial and Business Policies of the Company(hereinafter the “Basic Policy”)
The Company, as a party whose shares are listed on a financial instruments exchange, respects free trading ofshares of the Company in the market and does not unconditionally deny a large-scale purchase of shares of theCompany by a particular party as long as it contributes to the protection and enhancement of the corporate
value of the Company and its group companies (the “Group”) and eventually the common interest ofshareholders. The Company also believes that whether to accept a proposal for a large-scale purchase of sharesshould ultimately be decided by its shareholders.
However, there may be a proposal for a large-scale purchase of shares that could undermine the corporate
value of the Group and eventually the common interest of shareholders by, for example, potentially preventing
the Company from maintaining a good relationship with its stakeholders, that does not sufficiently reflect thevalue of the Group, or that does not provide sufficient information that is necessary for shareholders to make a
final decision.
The Board of Directors of the Company believes that when such a proposal is made, it is the responsibility ofthe board as a body mandated by its shareholders to secure necessary time and information and to negotiatewith the party who engages in the large-scale purchase on behalf of its shareholders.

II.

Special Measures to Help the Achievement of the Basic Policy
The Company was established in 1929 as a joint venture of Shimadzu, Mitsubishi and Okura, and has
continued operations to date with manufacture of coatings as its core business.
Today, the main business sectors of the Company and the Group are the manufacture and sale of coatings,
fluorescent materials and lighting fixtures. The Company believes that the main sources of the Group’s
corporate value are the power of its brands and relationships with customers based on trust, which were
established by the quality and performance of various products and services the Group has been providing formany years under the founding spirit of “aiming at a company with potential to contribute to the prosperity ofJapan and the society.” In particular in the core coating business, the Company is proud of having widely
contributed to the achievement of prosperity of society and affluent life with its original coating technologies
that protect the global environment and resources, which includes Suboid, a rust prevention coating thattriggered the establishment of the Company, and corrosion prevention coatings that have earned strong support
from the market. The accumulation of efforts by the Company and the Group since the establishment underpin
the corporate culture and the DNT brand and are at the nucleus of today’s corporate value. The Company- 13 -

believes that heightening its social profile through continuing and promoting this corporate culture will
ultimately lead to the maximization of the corporate value and the common interest of shareholders.
The primary objective of the Group’s management strategy is to establish a highly profitable businessframework that is largely unaffected by changes in market conditions by aiming for consistent growth of thecore coating business. However, it is not easy to protect and enhance the corporate value and the common
interest of shareholders due to factors such as structural changes in the Japanese market and rapid changes inoverseas markets, in addition to the impact of the surge in prices of raw materials for coatings caused byfluctuations in crude oil and naphtha prices and exchange rates among other reasons. Therefore, the Company
needs to build a stronger corporation framework. Specifically, the Company has set following items as goals toachieve in order to maintain its management base while fulfilling its corporate social responsibilities such as
global environment protection activities, proper information disclosure and social contribution activities.
1.
High value-added in the Japan coatings business
2.
Aggressive expansion of the overseas coatings business
3.
Development and reinforcement of new revenue source business
The Company also understands that improvement and reinforcement of corporate governance is one of its
highest management priorities in order to earn recognition from shareholders, customers, employees and theentire society as a corporation with existence value. To this end, the Company established the “Basic Policy on
Corporate Governance,” pursuant to the principles of Japan’s Corporate Governance Code, which was set as
the guidelines for corporate governance of listed companies by the Financial Services Agency and the Tokyo
Stock Exchange, and has been working to enhance and strengthen its corporate governance by setting the basic
stance, framework and policy of operation for corporate governance aiming for sustainable growth andimprovement of corporate value for the medium and long-term. The Company is also making efforts to keep
its operations highly transparent by measures such as strengthening and enhancing management supervisionfunction with outside director system and outside corporate auditor system and, timely and accurate disclosureof information such as financial data and management measures.
Under its management philosophy of “aiming at a company that can protect the global environment andresources and widely contribute to the society’s prosperity and affluent life through the creation of newvalues,” and in recognition that its mission is to provide products and services widely useful to the society andearn the satisfaction and trust from consumers and customers as a part of companies affiliated with Shimadzu
and Mitsubishi, the two groups with history and traditions, the Company will continue group-wide efforts toprotect and enhance the corporate value and common interest of shareholders by strengthening its managementbase through maintaining and reinforcing good relationships with various stakeholders.
III.

Measures to Prevent Decisions on Financial and Business Policies of the Company from Being Controlled by
Inappropriate Parties in the Context of Its Basic Policy
1.

Outline and purpose of this Plan
The Board of Directors of the Company decided to continue this Plan for the purpose of clarifying therules to be adhered to by a party intending to carry out a large-scale purchase of shares, etc. of theCompany and securing information and time that are necessary and sufficient for shareholders to makean appropriate decision as well as the opportunity to negotiate with the party intending to carry out such alarge-scale purchase.
As outlined below, this Plan establishes rules to be adhered to by a party intending to carry out a largescale purchase of shares, etc. of the Company, clarifies that in certain cases, the party intending to carryout a large-scale purchase may sustain a loss as the Company takes countermeasures, and warns the party
intending to carry out a large-scale purchase of shares, etc. of the Company that will not contribute to theCompany’s corporate value and eventually the common interest of shareholders by appropriately
disclosing such rules and clarifications.
In exercising countermeasures under this Plan and taking other similar actions, the Company will, in
accordance with the Independent Committee Regulations (for the outline of the Regulations, see
Appendix 1), respect the recommendations of an independent committee solely consisting of Outside
Directors of the Company, Outside Corporate Auditors of the Company or outside experts (senior
corporate executives with proven track record, ex-government officials, attorneys at law, certified public
accountants, persons with academic experience or persons equivalent thereto) who are independent from- 14 -

the senior executives in charge of business execution of the Company (hereinafter the “Independent
Committee”) to the maximum extent in order to preclude any arbitrary decision by its Board of Directors,
and ensure transparency through timely and appropriate information disclosure including therecommendations of the Independent Committee and the outline of countermeasures. The three
individuals stated in Appendix 2 are to assume the positions as the Independent Committee members
when this Plan continues.
The status of major shareholders of the Company as of March 31, 2017 is as shown in Appendix 3“Status of Major Shareholders of the Company.” As of the date of this document, the Company has notreceived any proposal for a large-scale purchase of shares, etc. of the Company.
2.

Content of this Plan
(1)

Procedures for this Plan
1)

Large-scale purchases subject to this Plan
This Plan applies to purchases of shares, etc. of the Company that fall under either (i) or (ii)below or acts similar thereto (excluding those that are approved by the Board of Directors of
the Company; hereinafter such acts are referred to as “Large-Scale Purchases”). A party who
carries out or intends to carry out a Large-Scale Purchase (hereinafter “Purchaser”) shall be
required to follow the procedures preliminarily prescribed in this Plan.
(i) A purchase as a result of which the ownership ratio of shares, etc. (1) of the holder (2)would become 20% or more with regard to the shares, etc. issued by the Company (3).
(ii) A tender offer (4) as a result of which the aggregate sum of the ownership ratio of shares,
etc. (5) pertaining to the tender offer and the ownership ratio of shares, etc. of their
specially related parties (6) would become 20% or more with regard to the shares, etc.
issued by the Company (7).

2)

Prior submission of a Letter of Intent to the Company
A Purchaser is required to submit to the Board of Directors of the Company a document
containing, among others, a written pledge to the effect that the Purchaser will comply withthe procedures prescribed in this Plan in relation to the proposed Large-Scale Purchase(hereinafter “Letter of Intent”) in a form prescribed by the Company before the execution of
the Large-Scale Purchase. The language to be used in the Letter of Intent must be Japanese.
More specifically, the Purchaser is required to state the following matters in the “Letter ofIntent.”(i) Summary description of the Purchaser(a) Name and address or location(b) Title and name of the representative(c) Purpose and business description of the company, etc.
(d) Summary description of major shareholders or equity holders (10 largest holders interms of ownership ratio of shares or equity holding ratio)(e) Contact address in Japan(f) Law governing the incorporation(ii) The number of shares, etc. of the Company currently held by the Purchaser and the
trading status of the Purchaser regarding the shares, etc. of the Company during theperiod of 60 days immediately preceding the date of submission of the Letter of Intent(iii) The outline of the Large-Scale Purchase proposed by the Purchaser (including theclasses and the number of shares, etc. of the Company planned to be purchased by the
Purchaser through the Large-Scale Purchase and the purpose of the Large-Scale
Purchase [if the Purchaser’s purposes include: the acquisition of control or theparticipation in management; pure investment or strategic investment, any transfer ofshares, etc. of the Company to a third party after the completion of the Large-Scale
Purchase; making a material proposal (8); or other purposes, the Purchaser must describe- 15 -

that fact and specific description of them; if there are more than one purposes, thePurchaser is required to state all of them])
3)

Provision of the “Necessary Information”
In cases where the Purchaser has submitted the “Letter of Intent” referred to in 2) above, thePurchaser is required to submit to the Company information that is necessary and sufficientfor shareholders to make a decision and for the evaluation, examination, etc., by the Board of
Directors of the Company regarding the Large-Scale Purchase (hereinafter the “Necessary
Information”) in accordance with the following procedure:First, the Company will send to the Purchaser at the contact address in Japan specified in 2)(i) (e) above an “information list” specifying information to be initially submitted within 10
business days (9) (the first day not included) from the date of submission of the “Letter ofIntent.” The Purchaser is required to submit sufficient information to the Company inaccordance with the “information list.”
If the information provided by the Purchaser in accordance with the “information list”
mentioned above is reasonably determined by the Board of Directors of the Company to be
insufficient for shareholders to make a decision and for the evaluation, examination, etc., by
the board in view of the details and the form of the Large-Scale Purchase, the Company will
set out a reasonable period for additional information and requires the Purchaser to provide
additional information that is separately requested by the board.
Regardless of the details and the form of the Large-Scale Purchase, the information listed in
the following items shall, in principle, be included as part of the “information list.”
In addition, the language to be used for the provision of Necessary Information and othernotices and communications with the Company must be Japanese.
(i) Details (including history, specific name, capital structure, business description,
description of financial conditions, and names and career summary of officers) of thePurchaser and its group (including joint holders (10), specially related parties and, in thecase of a fund, partners and other members)(ii) The purpose of the Large-Scale Purchase (details of the purpose disclosed in the “Letterof Intent”), the method and other details of the Large-Scale Purchase (including whether
the Purchaser intends to participate in management of the Company, types and amountsof consideration for the Large-Scale Purchase, the timing of the Large-Scale Purchase,the structure of any related transactions, the number of shares, etc. planned to bepurchased, the ownership ratio of shares, etc. after the execution of the purchase, andthe legality of the method of the Large-Scale Purchase. The Purchaser is also required toprovide a written opinion from an attorney concerning the legality of the method of theLarge-Scale Purchase.)(iii) The basis of calculation of the consideration for the Large-Scale Purchase (including theassumptions and facts of the calculation; the method of calculation; numericalinformation used in the calculation; the details of the synergy expected to arise from aseries of transactions related to the Large-Scale Purchase; the name of a third party, ifany, from whom an opinion is obtained in performing the calculation; the outline ofsuch an opinion and; the process through which the amount is determined based on suchan opinion)(iv) Supporting documents explaining the source of funds for the Large-Scale Purchase(including the specific name of the provider of the funds [including substantial
providers of funds], funding methods and the details of any related transactions)(v) Presence or absence of communication with a third party in conducting the Large-Scale
Purchase and the details of the communication and the outline of the third party if such
communication exists(vi) If, with regard to shares, etc. of the Company already held by the Purchaser, there are
any lending agreement, hypothecation agreement, sell-back agreement, sales reservationagreement or other important contracts or arrangements (hereinafter “Hypothecation
Agreements, etc.”), the type of the agreement, the other party to the agreement, and the- 16 -

specific terms and conditions of the Hypothecation Agreements, etc. such as thequantity, etc. of the shares, etc. that are the subject of the agreement(vii) If the Purchaser plans to enter into a Hypothecation Agreement, etc. or any otheragreements with a third party with regard to the shares, etc. of the Company planned tobe purchased by the Purchaser through the Large-Scale Purchase, the type of theagreement planned to be concluded, the other party to the agreement, and the specificterms and conditions of the agreement such as the quantity, etc. of the shares, etc. thatare the subject of the agreement(viii) The management policy, business plan, capital policy, and dividend policy of theCompany and the Group after the Large-Scale Purchase(ix) The policy on the treatment, etc. of the Company and the Group’s employees, labor
union, business partners, customers, local communities, and other stakeholders of theCompany and the Group after the Large-Scale Purchase(x) Specific measures to avoid any conflict of interest with other shareholders of theCompany(xi) Information regarding any relationship with an anti-social force(xii) Any other information that the Independent Committee reasonably considers necessary.
When a Purchaser has proposed a Large-Scale Purchase, the Board of Directors of theCompany promptly discloses that fact. The board also discloses the outline of the proposal,
the outline of the Necessary Information, and any other information that is deemed necessary
for shareholders to make a decision, when it is considered appropriate.
The Board of Directors of the Company promptly submits all information received from thePurchaser to the Independent Committee. If the Independent Committee determines that theprovided information is insufficient as the Necessary Information, the Independent
Committee, through the Board of Directors, may request the Purchaser an additional
submission of the Necessary Information.
When the Board of Directors and the Independent Committee of the Company determine that
the Necessary Information has been sufficiently provided by the Purchaser, they notify the
Purchaser to that effect (hereinafter “Information Provision Completion Notice”) andpromptly disclose that fact.
4)

Establishment of the Board of Directors’ Evaluation Period
After giving the Information Provision Completion Notice, the Board of Directors of theCompany sets either of the periods listed in (i) or (ii) below (in either cases, the first day notincluded) starting on the day immediately following the date of the Information Provision
Completion Notice, depending on such factors as the difficulty of evaluation of the LargeScale Purchase, as a period for evaluation, examination, negotiation, opinion formation, anddevelopment of an alternative proposal by the board (hereinafter the “Board of Directors’
Evaluation Period”) and promptly disclose it.
(i) In the case of a tender offer of all shares, etc. of the Company, the consideration forwhich consists only of cash (in Japanese yen): a period of up to 60 days; or(ii) in the case of other Large-Scale Purchases: a period of up to 90 days.
However, in either of the above cases (i) and (ii), the Board of Directors’ Evaluation Period
may be extended if the Board of Directors finds it necessary. In such a case, the Company
notifies the Purchaser of the specific length of the extension and the reasons for the necessityof the extension and promptly discloses that fact. The extension may be up to 30 days.
During the Board of Directors’ Evaluation Period, the Board of Directors of the Company
shall sufficiently evaluate and examine the Necessary Information provided by the Purchaser
while obtaining the advice of external experts from time to time as necessary and shallthereby examine the details of the Large-Scale Purchase proposed by the Purchaser from theperspective of protecting and enhancing the corporate value of the Company and the common
interest of shareholders. The Board of Directors of the Company will carefully form its
opinion on the proposed Large-Scale Purchase through these examinations, etc., and notify
the Purchaser of it. It will also disclose its opinion in a timely and appropriate manner. The- 17 -

Board of Directors of the Company will also negotiate the terms and conditions and themethod of the Large-Scale Purchase with the Purchaser as necessary and may present analternative proposal to its shareholders.
5)

Recommendations of the Independent Committee concerning the exercise of countermeasures
During the Board of Directors’ Evaluation Period, the Independent Committee shall, inparallel with the evaluation, examination, negotiation, opinion formation and development ofan alternative proposal by the Board of Directors of the Company outlined in 4) above, makerecommendations to the board on whether any countermeasures should be exercised, in
accordance with the procedure outlined below. In doing so, the Independent Committee may,at the cost of the Company, obtain advice of third parties that are independent from the senior
executives in charge of business execution of the Company (including investment banks,
securities companies, financial advisors, certified public accountants, attorneys at law,consultants, and other experts) in order to ensure that the judgment of the Independent
Committee is made in a manner to contribute to the protection and enhancement of thecorporate value of the Company and the common interest of shareholders. When the
Independent Committee has made the following recommendations listed in (i) or (ii) below to
the Board of Directors of the Company, the board promptly discloses the fact that such
recommendations have been made and the outline of the recommendations together withinformation about any other matters deemed appropriate by the board.
(i) In cases where the Purchaser has not complied with the procedures prescribed in thisPlan
In cases where the Purchaser has not complied with the procedures prescribed in 2)
through 4) above, the Independent Committee will, in principle, recommend theexercise of countermeasures to the Board of Directors of the Company.
(ii) In cases where the Purchaser has complied with the procedures prescribed in this Plan
In cases where the Purchaser has complied with the procedures prescribed in this Plan,
the Independent Committee will recommend the non-exercise of countermeasures to theBoard of Directors of the Company.
However, even in cases where the Purchaser has complied with the proceduresprescribed in this Plan, the Independent Committee may still exceptionally recommend
the exercise of countermeasures to the Board of Directors of the Company if the
Independent Committee has concluded that the proposed Large-Scale Purchase is one
that would significantly undermine the corporate value of the Company and thecommon interest of shareholders and the exercise of countermeasures is appropriate. In
cases where the proposed Large-Scale Purchase is found to fall under any of types of
proposals listed in Appendix 4, in principle, the Large-Scale Purchase will be deemed to
be one that would significantly undermine the corporate value of the Company and thecommon interest of shareholders.

6)

Resolution of the Board of Directors
The Board of Directors of the Company shall respect the recommendations of the
Independent Committee prescribed in 5) above to the maximum extent and, taking into
account the recommendation, promptly pass a resolution approving the exercise or nonexercise of countermeasures from the perspective of protecting and enhancing the corporate
value of the Company and the common interest of shareholders.
When the Board of Directors of the Company has passed such a resolution, whether thecontent of the resolution is exercise or non-exercise of countermeasures, it shall promptly
disclose the outline of the resolution together with information about any other mattersdeemed appropriate by the board and the Independent Committee.

7)Discontinuation of countermeasures or revocation of the decision to exercise countermeasures
Even after the Board of Directors of the Company has passed a resolution approving theexercise of countermeasures in accordance with the procedure prescribed in 6) above or has- 18 -

started exercising countermeasures, if (i) the Purchaser has withdrawn the proposal for aLarge-Scale Purchase or (ii) there have been changes in the facts on which the judgment as towhether countermeasures should be exercised and it is no longer deemed appropriate tomaintain the countermeasures that have been exercised from the perspective of protecting andenhancing the corporate value of the Company and the common interest of shareholders, theboard shall discontinue countermeasures or revoke the decision to exercise countermeasures.
When the Board of Directors of the Company has passed such a resolution, it shall promptly
disclose the outline of the resolution together with information about any other mattersdeemed appropriate by the board.
8)(2)

Commencement of a Large-Scale Purchase
The Purchaser shall comply with the procedures prescribed in 1) through 6) above and cannot
commence the Large-Scale Purchase unless the Board of Directors passes a resolution
approving the non-exercise of countermeasures.

Specific countermeasures to be exercised under this Plan
The countermeasures to be exercised by the Board of Directors of the Company based on its
resolution as described in (1) 6) above shall be the allotment of share acquisition rights (hereinafter
the “Share Acquisition Rights”) without contribution.
The outline of the allotment of the Share Acquisition Rights without contribution shall be asprescribed in Appendix 5 “Outline of the Allotment of the Share Acquisition Rights Without
Contribution.”
As described in (1) 7) above, the Board of Directors of the Company may discontinue
countermeasures or revoke the decision to exercise countermeasures even after it has passed a
resolution approving the exercise of countermeasures or has started exercising countermeasures.
For example, in the case where the Board of Directors of the Company had passed a resolution
approving the allotment of the Share Acquisition Rights without contribution as countermeasures,
if the Purchaser has discontinued the Large-Scale Purchase and the board has passed a resolution
described in (1) 7) above, the board may revoke the decision to exercise countermeasures by such
way as aborting the allotment of the Share Acquisition Rights without contribution during theperiod until the day immediately preceding the ex-rights date pertaining to the record date set for
the allotment of the Share Acquisition Rights without contribution and as the Company’s acquiring
the Share Acquisition Rights without contribution during the period from the effective date of theallotment of the Share Acquisition Rights without contribution to the day immediately preceding
the start date of the exercise period of the Share Acquisition Rights.

(3)

Effective period, abolition, and change of this Plan
The effective period of this Plan shall be three years until the conclusion of the Ordinary General
Meeting of Shareholders scheduled to be held in June 2020 subject to the approval of this Ordinary
General Meeting of Shareholders scheduled to be held June 29, 2017.
However, if a resolution approving the change or abolition of this Plan is passed at a General
Meeting of Shareholders of the Company anytime before the expiration of the said effective period,
this Plan shall be changed or abolished at that time pursuant to the resolution. In addition, if aresolution approving the abolition of this Plan is passed by the Board of Directors consisting of
Directors elected at a General Meeting of Shareholders of the Company, this Plan shall beabolished at that time.
The Board of Directors of the Company may, upon approval of the Independent Committee, revise
or change this Plan in a range that is judged reasonably necessary due to: a change in the
Companies Act, Financial Instruments and Exchange Act, other laws or regulations or rules of thefinancial instruments exchange; a change in the interpretation or operation thereof; or a change inthe taxation system, judicial precedents, etc.
- 19 -

In cases where this Plan is abolished or changed, the Company shall disclose such a fact ofabolition or change and (in the case of a change) the detail of the change together with information
about any other matters deemed appropriate by the Board of Directors of the Company.
3.

Rationale of this Plan
(1)

This Plan satisfies all the requirements of the guidelines on takeover defense measures.
This Plan satisfies all three principles (principle of protecting and enhancing corporate value andshareholders’ common interests, principle of prior disclosure and shareholders’ will and principleof ensuring the necessity and reasonableness of defensive measures) prescribed in the “Guidelines
Regarding Takeover Defense for the Purposes of Protection and Enhancement of Corporate Valueand Shareholders’ Common Interest” jointly published by the Ministry of Economy, Trade andIndustry and the Ministry of Justice on May 27, 2005 and is also based on the “Takeover Defense
Measures in Light of Recent Environmental Changes” published by the Corporate Value Study
Group on June 30, 2008.

(2)

This Plan is being continued for the purpose of protecting and enhancing corporate value of theCompany and the common interest of shareholders.
As noted in the 1. above, the continuation of this Plan is proposed for the purpose of protecting andenhancing the corporate value of the Company and the common interest of shareholders in the casewhere a Large-Scale Purchase of shares, etc. of the Company is proposed by securing informationand time necessary for the shareholders to decide whether to accept the proposal for the LargeScale Purchase or for the Board of Directors of the Company to present an alternative proposal, as
well as by enabling the Company to negotiate with the Purchaser on behalf of its shareholders or totake similar actions.

(3)This Plan respects shareholders’ intention.
This Plan is to be continued subject to the consent of shareholders at this Ordinary General Meetingof Shareholders. As stated in 2. (3) above, if a resolution approving the change or abolition of thisPlan is passed at a General Meeting of Shareholders of the Company anytime after it is approved at
this Ordinary General Meeting of Shareholders, this Plan will be changed or abolished pursuant tothat resolution. Therefore, the intention of shareholders will adequately be reflected on this Plan’scontinuation, change and abolition through the procedure mentioned above.

(4)

This Plan respects the judgment of highly independent outside parties and discloses information.
In order to eliminate any arbitrary decision by the Board of Directors of the Company, theCompany has established the Independent Committee under this Plan as an advisory body to theboard that is in charge of making objective decisions and recommendations concerning theoperation of this Plan including the exercise of countermeasures.
The Independent Committee consists of three or more members who are to be appointed fromamong Outside Directors of the Company, Outside Corporate Auditors of the Company, or outside
experts (senior corporate executives with proven track record, ex-government officials, attorneys atlaw, certified public accountants, persons with academic experience, or the like) who are
independent from the senior executives in charge of business execution of the Company.
The Company will appropriately disclose information about the outline of the judgment made by
the Independent Committee as necessary and has put in place a mechanism to ensure thetransparent administration of this Plan in a manner to contribute to the corporate value of theCompany and the common interest of shareholders.

- 20 -

(5)Reasonable and objective requirements for the exercise of this Plan
As stated in 2. (1) above, the Company has structured this Plan in a manner that it will not be
exercised unless reasonable and objective requirements for exercise are satisfied and has put inplace a mechanism to prevent the Board of Directors of the Company from arbitrarily exercising it.

(6)This Plan is not a dead-hand type or slow-hand type takeover defense plan.
As stated in 2. (3) above, this Plan may be abolished anytime by the Board of Directors consistingof Directors who are elected at the General Meeting of Shareholders of the Company. Therefore,
this Plan is not a dead-hand type takeover defense plan (a takeover defense plan whose exercise
cannot be prevented even after replacing a majority of the members of the Board of Directors).
The term of office of Directors of the Company is one year and the Company does not use
staggered terms. Consequently, this Plan is not a slow-hand type takeover defense plan (a takeover
defense plan that requires time to prevent exercise of the plan because the members of the Board of
Directors cannot be replaced at once).

4.

Impact on shareholders and investors(1)

Impact of the continuation of this Plan on shareholders and investors upon its taking effect
When the continuation of this Plan takes effect, none of the Share Acquisition Rights will be
issued. Therefore, upon its taking effect, this Plan will not directly have any specific impact on thelegal rights and economic benefits pertaining to shares of the Company held by shareholders.
As stated in 2. (1) above, depending on whether the Purchaser complies with this Plan, the response
policy of the Company to the proposed Large-Scale Purchase will be different. Therefore,shareholders and investors are advised to pay attention to any action that the Purchaser may or may
not take.

(2)

Impact on shareholders and investors at the time of allotment of the Share Acquisition Rights
without contribution
In the case where the Board of Directors of the Company decides to exercise countermeasures andcarry out allotment of the Share Acquisition Rights without contribution, the Share Acquisition
Rights will be allotted without contribution to shareholders whose names are recorded in theshareholder register as of the allotment date to be specified separately at the rate of up to two Share
Acquisition Rights per share held. Due to the nature of such a structure, while the allotment of the
Share Acquisition Rights without contribution causes dilution of the value per share of theCompany held by each shareholder, it does not cause dilution of the total value of the shares of theCompany held by each shareholder. As such, the allotment of the Share Acquisition Rights without
contribution is not expected to directly have a specific impact on the legal rights and economic
benefits pertaining to shares of the Company held by shareholders.
However, as a result of the exercise of these countermeasures, the Purchaser may eventually besubject to certain impact on its legal rights and economic benefits.
In cases where the Board of Directors passes a resolution approving the allotment of the Share
Acquisition Rights without contribution, but subsequently decides to discontinue countermeasuresthat it has exercised or revoke the decision to exercise countermeasures in accordance with theprocedure described in 2. (1) 7) above, the price of shares of the Company may fluctuate
accordingly. For example, in cases where the Company revokes the exercise of countermeasures
after the shareholders to receive the allotment of the Share Acquisition Rights without contribution
are determined and thereby it acquires the Share Acquisition Rights without contribution and does
not deliver new shares, no dilution of economic value per share of the Company held by eachshareholder occurs. Accordingly, shareholders and investors who have traded shares of the- 21 -

Company based on the assumption that dilution of economic value per share of the Company
would occur may be exposed to a loss due to share price fluctuation.
In cases where discriminatory conditions are attached in relation to the exercise or acquisition of
the Share Acquisition Rights, while the legal rights and economic benefits of the Purchaser are
expected to be affected with regard to the said exercise or acquisition, such conditions are notexpected to directly have a specific impact on the legal rights and economic benefits pertaining toshares of the Company held by shareholders other than the Purchaser.
(3)

Procedures to be followed by shareholders in conjunction with the allotment of the Share
Acquisition Rights without contribution
As those shareholders whose names are recorded in the last shareholder register as of the date of
the allotment of the Share Acquisition Rights without contribution would naturally become holdersof share options as of the effective date of the allotment of the Share Acquisition Rights without
contribution, no application procedure needs to be followed by these shareholders.
Shareholders may need to exercise the Share Acquisition Rights within a prescribed period for theacquisition of new shares. (In such cases, shareholders are required to pay a certain amount ofmoney.)In addition to the above, after the Board of Directors passes a resolution approving the allotment of
the Share Acquisition Rights without contribution, the allotment method, the exercise method, themethod of acquisition by the Company and other details of the required procedures will be, basedon the applicable laws and regulations and rules of the financial instruments exchange, disclosed or
notified by the Company to shareholders in a timely and appropriate manner for their confirmation.

1. This term is as defined in Article 27-23, paragraph 4 of the Financial Instruments and Exchange Act. The same shall apply
hereinafter. In the case of an amendment to any of the laws and regulations, etc. referred to in this Plan (including changes in thenames of laws and regulations and the establishment of new laws and regulations, etc. that succeed old laws and regulations, etc.),
any reference to the provisions of such laws and regulations, etc. in this Plan shall be deemed to be replaced with a reference to theprovisions of amended laws and regulations, etc. that substantively succeed the old provisions unless otherwise prescribed by the
Board of Directors of the Company.
2. This term means holders as defined in Article 27-23, paragraph 1 of the Financial Instruments and Exchange Act and includes
parties who are included in the category of holders pursuant to the provisions of paragraph 3 of that Article.
3. This term is as defined in Article 27-23, paragraph 1 of the Financial Instruments and Exchange Act. The same shall apply
hereinafter unless otherwise prescribed.
4. This term is as defined in Article 27-2, paragraph 6 of the Financial Instruments and Exchange Act. The same shall apply
hereinafter.
5. This term is as defined in Article 27-2, paragraph 8 of the Financial Instruments and Exchange Act. The same shall apply
hereinafter.
6. This term means specially related parties as defined in Article 27-2, paragraph 7 of the Financial Instruments and Exchange Act(including any party who is deemed to fall under the above by the Company’s Board of Directors.) However, the parties set forthin item (i) of that paragraph shall exclude those who are prescribed in Article 3, paragraph 2 of the Cabinet Office Ordinance on
Disclosure Required for Tender Offer for Share Certificates, etc. by Person Other than Issuer. The same shall apply hereinafter.
7. This term is as defined in Article 27-2, paragraph 1 of the Financial Instruments and Exchange Act. The same shall apply
hereinafter in (ii).
8. This term means 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 Holding of Share Certificates, etc. The same shall apply
hereinafter unless otherwise prescribed.
9. A business day means a day other than the days set forth in the items of Article 1, paragraph 1 of the Act on Holidays of
Administrative Organs. The same shall apply hereinafter.
10. This term means joint holder as defined in Article 27-23, paragraph 5 of the Financial Instruments and Exchange Act and includes
parties who are deemed as joint holder pursuant to the provisions of paragraph 6 of that Article (including any party who isdeemed to fall under the above by the Board of Directors of the Company). The same shall apply hereinafter.

- 22 -

Appendix 1
Outline of the Independent Committee Regulations
1.

The Independent Committee is established by a resolution of the Board of Directors of the Company as anadvisory body to the board for the purpose of precluding any arbitrary decision of the board concerning,among others, the exercise of countermeasures against a Large-Scale Purchase and securing the objectivity
and reasonableness of the decisions and responses of the board.

2.

The Independent Committee shall consist of three or more members. The Independent Committee members
shall be appointed by resolution of the Board of Directors of the Company from among persons who areeither of (1) Outside Directors of the Company, (2) Outside Corporate Auditors of the Company, and (3)outside experts (senior corporate executives with proven track record, ex-government officials, attorneys atlaw, certified public accountants, persons with academic experience or persons equivalent thereto) and whoare independent from the senior executives in charge of business execution of the Company. The Company
shall enter into an agreement concerning the duty of due care of a prudent manager and confidentiality
obligations with the Independent Committee members.

3.

The term of office of an Independent Committee member shall be the period from the day on which he or she
is appointed to the day of the conclusion of the Ordinary General Meeting of Shareholders for the last fiscal
year that ends within three years or another day separately agreed between the Company and the said
member, unless otherwise prescribed by a resolution of the Board of Directors of the Company.

4.

The Independent Committee shall be convened by a Representative Director of the Company or any of the
Independent Committee members.

5.

The chairperson of the Independent Committee shall be elected among the Independent Committee member
by a vote of the members.

6.

In principle, a resolution of the Independent Committee shall be passed by a majority of the votes of the
Independent Committee members present at the meeting (including attendance by TV or telephone
conference or a similar method), provided that all Independent Committee members are present. However, inthe case of an accident or any other special circumstances that prevent an Independent Committee member
from voting on a resolution, a resolution of the Independent Committee shall be passed by a majority of thevotes of the Independent Committee members present at meetings at which a majority of the Independent
Committee members are present.

7.

The Independent Committee shall deliberate and pass resolutions on the matters listed in the following items
and recommend its decisions to the Board of Directors of the Company clarifying the basis of the decisions:(1) whether countermeasures under this Plan should be exercised;(2) whether countermeasures under this Plan should be discontinued or the decision to exercise thecountermeasures should be revoked;(3) whether this Plan should be abolished and changed; and(4) any other matters on which the Board of Directors of the Company from time to time seeks advice fromthe Independent Committee in relation to this Plan.
In deliberating and passing resolutions at the Independent Committee, each Independent Committee member
shall do so solely from the perspective of whether the matter in question contributes to the corporate value of
the Company and the common interest of shareholders and shall not do so for the purpose of seeking personal
benefits for themselves or senior executives of the Company.

8.

The Independent Committee may have a Director, Corporate Auditor and employee of the Company or any
other persons deemed necessary attend its meeting and request their opinion or explanation about mattersspecified by the Independent Committee as necessary.

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9.

In performing its duties, the Independent Committee may, at the cost of the Company, obtain advice of
external experts that are independent from the senior executives who are in charge of business execution of
the Company (including investment banks, securities companies, financial advisors, certified public
accountants, attorneys at law, consultants, and other experts).

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Appendix 2
Career Summary of the Candidates for the Independent Committee Members
Yasuyuki Fukuoka
Apr. 1984
Feb. 2005
Feb. 2007
June 2009
Oct. 2011
June 2013

Joined The Mitsubishi Trust and Banking Corporation (currently Mitsubishi UFJ Trustand Banking Corporation)
General Manager of Okayama Branch of The Mitsubishi Trust and Banking Corporation
Seconded to The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Deputy General Manager of Kyoto Branch and Kyoto Chuo Branch of Mitsubishi UFJ
Trust and Banking Corporation
General Manager of Sendai Branch of Mitsubishi UFJ Trust and Banking Corporation
Full-time Corporate Auditor of the Company (present position)

He will assume the position as Outside Corporate Auditor, conditioned on the election at this Ordinary General Meeting of
Shareholders.
The Company has designated Yasuyuki Fukuoka as an Independent Officer and notified such designation to the Tokyo Stock
Exchange in accordance with the rules of Tokyo Stock Exchange, Inc.

Hisao Tatsuno
Apr. 1980
Apr. 1991
Apr. 2005
Apr. 2009
Apr. 2013
Nov. 2013

Yasuo Himeiwa
Aug. 1983
Aug. 1990
Sept. 2003
July 2009
May 2015
June 2016

Registered as a member of the Osaka Bar Association
Established Tatsuno, Ozaki & Fujii Law Office (present position)
Vice President of the Osaka Bar Association
Member of 2nd Research Ethics Committee, Kobe branch of RIKEN, Japan
Executive Governor of Japan Federation of Bar Associations
A member of the Ethics Committee of Osaka City University, Center for Health Science
Innovation

Joined the accounting firm of Peat Marwick Mitchell & Co. (currently KPMG)
Registered as a certified public accountant of Japan
Partner at KPMG AZSA & Co.
Head of Global Japanese Practice Osaka Office of KPMG AZSA & Co.
Chairman of National Employee Association of KPMG AZSA LLC
Resigned from KPMG AZSA LLC
Himeiwa Certified Public Accountant Office (present position)

There are no special interests between above candidates and the Company.

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Appendix 3
Status of Major Shareholders of the Company
As of March 31, 2017

Rank

Contribution in the Company
Number of shares
held
Ownership(Thousands of(%)
shares)Shareholder name1

Meiji Yasuda Life Insurance Company

7,000

4.71

2

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

6,141

4.13

3

DNT Business Connectors’ Stockhold

6,102

4.10

4

Mitsubishi Corporation

5,942

4.00

5

Tokio Marine & Nichido Fire Insurance Co., Ltd.

5,068

3.41

6

Fukoku Mutual Life Insurance Company

5,002

3.36

7

Shimadzu Corporation

5,001

3.36

8

Japan Trustee Services Bank, Ltd. (Trust Account)

4,899

3.29

9

Yasuhide Tanabe

4,441

2.98

10

The Master Trust Bank of Japan, Ltd. (Trust Account)

4,112

2.76

Notes:

1. Number of shares less than one thousand has been omitted.
2. The ownership ratio is the percentage of number of shares held to the total number of outstanding shares (148,553,393
shares).

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Appendix 4
Types of Large-Scale Purchase Proposals That Are Considered to Significantly Undermine the Corporate Value of
the Company and the Common Interest of Shareholders
1.

Cases where the Purchaser is found to be a party who does not have any intention to participate in corporate
management and is acquiring or intends to acquire shares, etc. of the Company only for the purpose of sellingthe shares, etc. of the Company to the Company or a related party of the Company at a high price after
driving the share price higher (so-called greenmailer)

2.

Cases where the Purchaser is found to be acquiring shares, etc. of the Company for the purpose oftransferring such assets of the Company or the Group companies as intellectual property rights, know-how,corporate secrets, major business partners or customers that are necessary for the business operation of theCompany or the Group companies to the Purchaser or its group companies, etc. by temporarily acquiringcontrol over the corporate management of the Company

3.

Cases where the Purchaser is found to be acquiring shares, etc. of the Company for the purpose of using theassets of the Company or the Group companies as collateral for or the source of funds to repay, debts of thePurchaser or its group companies, etc. after acquiring the control over the corporate management of theCompany

4.

Cases where the Purchaser is found to be acquiring shares, etc. of the Company for the purpose of
temporarily acquiring the control over the corporate management of the Company and disposing high-value
assets, etc. such as real estate, securities, etc., that are not currently related to the business of the Company or
the Group companies by sale, etc. and temporarily paying higher dividends from the disposition proceeds ordeliberately selling the shares, etc. of the Company at a high price as the share price surges during the periodof the said temporarily higher dividends

5.

Cases where the method of purchase of shares, etc. of the Company proposed by the Purchaser is found to
impose restrictions on the opportunity or freedom of shareholders to make a decision by way of so-called
coercive two-tier tender offer (the method of carrying out a tender offer in two steps where the Purchaser
does not solicit the sale of all shares, etc. of the Company in the first stage while specifying unfavorable
terms and conditions for purchase in the second stage or not clarifying the terms and conditions for purchasein the second stage) and shareholders could be effectively forced to sell the shares, etc. of the Company

6.

Cases where the terms and conditions for purchasing the Company’s shares, etc. (including but not limited toclass of shares, amount of the consideration, basis of calculation of the consideration, other specific terms andconditions [including the timing and method for the acquisition], whether there is any illegality and thefeasibility) proposed by the Purchaser are found significantly inadequate or unsuitable with respect to theCompany’s corporate value

7.

Cases where the acquisition of control of the Company by the Purchaser is found to cause a significant
impediment to the protection and enhancement of the Company’s corporate value and the common interest ofshareholders as it is expected that, among other case, such control would spoil the relationship with theCompany’s shareholders as well as relationships with customers, employees and other stakeholders of theGroup, which are the source of the Company’s corporate value, and significantly damage the Company’s
corporate value and the common interest of shareholders

8.

Cases where the Company’s corporate value when the Purchaser acquires the control is found to besignificantly less than, in comparison of medium- to long-term future corporate value, that when thePurchaser does not acquire control of the Company- 27 -

Appendix 5
Outline of the Allotment of the Share Acquisition Rights Without Contribution
1.

Total number of the Share Acquisition Rights to be allotted
The total number of the Share Acquisition Rights to be allotted shall be the number separately specified by
the Board of Directors of the Company in the resolution approving the allotment of the Share Acquisition
Rights without contribution (hereinafter “Resolution Approving the Allotment of the Share Acquisition
Rights Without Contribution”) and this number shall not exceed the number equivalent to two times the final
total number of issued shares of the Company as of a certain day separately specified by the board in the
Resolution Approving the Allotment of the Share Acquisition Rights Without Contribution (hereinafter“Allotment Date”) (excluding the number of shares of the Company held by the Company as of the saiddate).

2.

Shareholders eligible for allotment
The Share Acquisition Rights shall be allotted without contribution to shareholders whose names arerecorded in the last shareholder register as of the Allotment Date at the rate of up to two Share Acquisition
Rights per common share of the Company held by the said shareholders (excluding shares of the Company
held by the Company as of the said date) that is separately specified by the Board of Directors of theCompany in the Resolution Approving the Allotment of the Share Acquisition Rights Without Contribution.

3.

Effective date of the allotment of the Share Acquisition Rights without contribution
The effective date shall be the day separately specified by the Board of Directors of the Company in the
Resolution Approving the Allotment of the Share Acquisition Rights Without Contribution.

4.

Class and number of shares that are the subject of the Share Acquisition Rights
The class of the shares that are the subject of the Share Acquisition Rights shall be common shares of theCompany and the number of shares that are the subject of a Share Acquisition Right (hereinafter “Number of
Subject Shares”) shall be the number separately specified by the Board of Directors of the Company in the
Resolution Approving the Allotment of the Share Acquisition Rights Without Contribution provided that the
Number of Subject Shares shall not exceed one. However, in cases where the Company carries out a share
split or share consolidation, the Number of Subject Shares shall be subject to required adjustment.

5.

Type and amount of assets to be contributed upon exercise of the Share Acquisition Rights
The type of assets to be contributed upon exercise of the Share Acquisition Rights shall be money and theamount of assets to be contributed upon exercise of the Share Acquisition Rights per common share of theCompany shall be the amount separately specified by the Board of Directors of the Company in the
Resolution Approving the Allotment of the Share Acquisition Rights Without Contribution provided that thisamount shall not be less than ¥1.

6.

Restrictions on the transfer of the Share Acquisition Rights
Any transfer of the Share Acquisition Rights shall be subject to the approval of the Board of Directors of theCompany.

7.

Exercise conditions of the Share Acquisition Rights
A party falling under any of the following categories (hereinafter collectively referred to as “non-qualified
parties”) are not entitled to exercise the Share Acquisition Rights: (1) specified large volume holder (11), (2)joint holder of a specified large volume holder, (3) specified large volume purchaser (12), (4) specially related
party of a specified large volume purchaser, (5) party who has received or succeeded the Share Acquisition
Rights from any of the parties listed in (1) through (4) without obtaining the approval of the Board of
Directors of the Company (13), or (6) related party of any of the parties falling under (1) through (5).

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8.

Acquisition of the Share Acquisition Rights by the Company
The Company may acquire the Share Acquisition Rights held by parties other than non-qualified parties anddeliver common shares of the Company in the Number of Subject Shares per Share Acquisition Right inexchange for them on the day separately specified by the Board of Directors of the Company. The details of
the acquisition conditions of the Share Acquisition Rights shall be separately specified in the Resolution
Approving the Allotment of the Share Acquisition Rights Without Contribution.

9.

Acquisition without contribution in the case of revocation, etc. of the decision to exercise countermeasures
In cases where the Board of Directors of the Company has revoked the exercise of countermeasures or othercases separately specified by the board in the Resolution Approving the Allotment of the Share Acquisition
Rights Without Contribution, the Company may acquire all of the Share Acquisition Rights without
contribution.

10.

Exercise period, etc. of the Share Acquisition Rights
The exercise period of the Share Acquisition Rights and other necessary matters shall be separately specified
by the Board of Directors of the Company in the Resolution Approving the Allotment of the Share
Acquisition Rights Without Contribution.

11. Specified large volume holder refers to a holder of shares, etc. issued by the Company whose ownership ratio of shares, etc.
pertaining to the said shares, etc. is 20% or more or a party who falls under the category of specified large volume holder as
determined by the Board of Directors of the Company. However, such a party shall not fall under the category of specified large
volume purchaser if the board has determined that said party’s acquiring or holding shares, etc. of the Company is not against thecorporate value of the Company and the common interest of shareholders or if the said party is a party separately specified as suchby the board in the Resolution Approving the Allotment of the Share Acquisition Rights Without Contribution.
12. Specified large volume purchaser refers to a party who has given a public notice to the effect that it will carry out a purchase, etc.
(meaning purchase, etc. as defined in Article 27-2, paragraph 1 of the Financial Instruments and Exchange Act; the same shallapply hereinafter in this note) of shares, etc. (meaning share certificates, etc. as defined in Article 27-2, paragraph 1 of the
Financial Instruments and Exchange Act; the same shall apply hereinafter in this note) issued by the Company through a tender
offer and the aggregate sum of whose ownership ratio of shares, etc. pertaining to its ownership after the said purchase, etc.
(including those prescribed by Article 7, paragraph 1 of the Order for Enforcement of the Financial Instruments and Exchange Act
as to be equivalent thereto) as combined with the ownership ratio of shares, etc. of its specially related parties is 20% or more, or aparty who falls under the category of specified large volume purchaser as determined by the Board of Directors of the Company.
However, such a party shall not fall under the category of specified large volume purchaser if the board has determined that said
party’s acquiring or holding shares, etc. of the Company is not against the corporate value of the Company and the common
interest of shareholders or if the said party is a party separately specified as such by the board in the Resolution Approving the
Allotment of the Share Acquisition Rights Without Contribution.
13. “Related party” of a given party means a party who substantively controls or is controlled by or is under the common control withthe other party (including those who are determined by the Board of Directors of the Company to fall under the said definition) ora party who is determined by the board to act in cooperation with the other party. “Control” means the “cases where a party
controls decisions on financial and business policies” of other companies, etc. (meaning the cases defined in Article 3, paragraph 3of the Ordinance for Enforcement of the Companies Act).

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