Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 6768)
June 9, 2017
To Shareholders with Voting Rights:
Naoki Tamura
President
TAMURA CORPORATION
1-19-43, Higashi-Oizumi,
Nerima-ku, Tokyo, JapanNOTICE OF
THE 94TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 94th Annual General Meeting of Shareholders of TAMURACORPORATION (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing by submitting the
Voting Rights Exercise Form, or via the Internet. Please review the attached Reference Documents for the
General Meeting of Shareholders, indicate your vote for or against the proposals via the following instructions,and exercise your voting rights by the end of the Company’s business hours (5:20 p.m.) on Tuesday, June 27,
2017, Japan time.
1. Date and Time:

Wednesday, June 28, 2017 at 10:00 a.m. Japan time (reception begins at 9:00
a.m.)

2. Place:

Basement 2F La Rose, HOTEL CADENZA HIKARIGAOKA, J.CITY
5-8-20, Takamatsu, Nerima-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
94th Fiscal Year (April 1, 2016 - March 31, 2017) and results of audits by the
Accounting Auditor and the Audit & Supervisory Board of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 94th Fiscal Year
(April 1, 2016 - March 31, 2017)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Eight (8) Directors
Proposal 2:
Issuance of Stock Acquisition Rights as Stock Compensation-type Stock
Proposal 3:
Options
Partial Amendments to Response Policy for a Large-scale Purchase of the
Proposal 4:Company’s Shares (Takeover Defense Measures)
Should the Business Report, Consolidated Financial Statements, Non-consolidated Financial Statements,
or Reference Documents for the General Meeting of Shareholders require revisions, the revised versions will
be posted on the Company’s Internet website (http://www.tamura-ss.co.jp/jp/finance/index.html).

-1-

Instructions on Exercising Voting Rights
When Exercising Voting Rights by Attending the General Meeting of Shareholders
When attending the meeting, please bring this notice and submit the enclosed Voting Rights Exercise Format the reception desk.
*If attending the General Meeting of Shareholders, there is no need to complete the procedures for exercising voting rights by
mail (Voting Rights Exercise Form) or by the Internet.

When Exercising Voting Rights in Writing
Please indicate whether you approve or disapprove the proposals on the enclosed Voting Rights Exercise
Form, and return by mail so that it will arrive by 5:20 p.m. on Tuesday, June 27, 2017, Japan time.
Due to circumstances surrounding tabulation of voting rights exercise results, the Company appreciates yourearly exercise.
When Exercising Voting Rights via the Internet
If exercising voting rights via the Internet, please confirm the instructions on the following pages (inJapanese) and exercise your voting rights.
(1) Exercise of Voting Rights via Proxy
To exercise voting rights via proxy, you may designate one (1) other shareholder with voting rights to
act as your proxy and attend the meeting. However, please understand that the proxy must submit
documentation proving power of attorney.
(2) Only the last vote arriving at the Company shall be accepted as the valid vote. In the event that a voting
right is exercised both via the Internet, etc. and in writing by the Voting Rights Exercise Form on thesame day, the vote cast through the Internet, etc., shall be accepted as the valid vote.
(3) In the event that voting rights are exercised multiple times via the Internet, only the final vote submitted
shall be considered valid.
(4) In addition, in the event that voting rights are exercised multiple times via computer, smartphone, ormobile phone, only the final vote submitted shall be considered valid.
The “Notes” to the “Consolidated Financial Statements” and the “Non-consolidated Financial Statements” mentioned in thisdocument are available on the Company’s Internet website (http://www.tamura-ss.co.jp/jp/finance/index.html) and are notincluded in this document. As a result, the Consolidated Financial Statements and the Non-consolidated Financial Statements
contained in this document are a subset of the Consolidated Financial Statements and the Non-consolidated Financial
Statements audited by the Audit & Supervisory Board Members and the Accounting Auditor during preparation of theirrespective Audit Reports.

-2-

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

Appropriation of Surplus

Matters concerning year-end dividends
The Company considers the return of profits to shareholders the most important management task,
and strives to maintain and enhance the level of dividends, while focusing on enhancing its financial
position by expanding business earnings and securing internal reserves for the purpose of increasing
corporate value through medium- to long-term business plans.
Concerning year-end dividends, based on comprehensive consideration of future business trends andthe financial standing, etc., the Company proposes a year-end dividend of 5 yen per share. Combinedwith the interim dividend of 4 yen, the annual dividend will be 9 yen.
(1) Type of dividend property:
Cash(2) Matters related to and the aggregate amount of the dividend property to be allotted toshareholders:
5 yen per share of the Company’s ordinary stock
Total amount of dividends: 410,094,455 yen.
(3) Effective date of dividends of surplus:
June 29, 2017-3-

Proposal 2:

Election of Eight (8) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of this year’s Annual
General Meeting of Shareholders. Accordingly, the election of eight (8) Directors is proposed.
The candidates for Director are as follows:

No.

Name

1

Reappointment

Naoki Tamura

2

Reappointment

Masahiro Asada

3

Reappointment

Guohua Li

4

5

Reappointment
OutsideIndependent Director
Reappointment
OutsideIndependent Director

Present position and responsibilities in the
Company
President
Controller of Business Sectors at Head
OfficeController of Electronic Chemicals/FA
Systems-related Business
General Manager of Electronic Chemicals &FA System Business Sector
General Manager of CSR Promotion
Division
Director/Executive Vice President
Controller of Electronic Components-related
Business
General Manager of Electronic Components
Business Sector
Director/Vice President
Deputy General Manager of Electronic
Chemicals & FA System Business Sector
Outside Director

Takeo Minomiya
Outside Director
Shigeaki Ishikawa

6

Reappointment

Norihiko Nanjo

7

Reappointment

Shoichi Saito

8

Reappointment

Yusaku Hashiguchi

Director/Senior Executive Officer
Deputy General Manager of Electronic
Components Business Sector
Director/Senior Executive Officer
Deputy General Manager of Electronic
Chemicals & FA System Business Sector
General Manager of Factory Automation
Business Unit
Director/Senior Executive Officer
In charge of Corporate Management andInformation Security
General Manager of Corporate Management
Division-4-

Attendance atmeetings of theBoard of Directors

100%(19 out of 19 times)

100%(19 out of 19 times)95%(18 out of 19 times)84%(16 out of 19 times)
100%(19 out of 19 times)89%(17 out of 19 times)

100%(19 out of 19 times)

100%(19 out of 19 times)

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
August 1987
June 1991
June 1997
June 1999
June 2009
July 2012
June 2016

1

2

Joined the Company
Director
Managing Director
Naoki Tamura
President (current position)(February 11, 1958)
Controller of Business Sectors at Head Office (current position)
General Manager of CSR Promotion Division (current position)[Reappointment]
Controller of Electronic Chemicals/FA Systems-related Businessand General Manager of Electronic Chemicals & FA System
Attendance at meetings
Business Sector (current position)of the Board of
Reason for nomination as a candidate for Director
Directors:
Since his appointment as President, Mr. Naoki Tamura has formulated a new
management philosophy and has led and driven reforms of management across the Group100%(19 out of 19 times) with assertive leadership. Going forward, we expect him to use his abundant experienceand high level of insight to execute strategies for realizing the sustainable growth and thelong-term enhancement of corporate value of the Group, and therefore request his
continued election as a Director of the Company.
Joined the Company
April 1982
Director, TAMURA EUROPE LIMITED (current position)
April 2003
Senior Executive Officer, General Manager of Home & Infocom
April 2005
Device Business Unit and in charge of ASEAN and Materials forElectronic Components Business, the Company
Director/Senior Executive Officer, in charge of Electronic
June 2007
Components Materials, General Manager of Home & Infocom
Masahiro Asada
Device Business Unit, the Company(June 19, 1959)
Director/Vice President, General Manager of Electronic
June 2009
Components Business Administration Sector[Reappointment]
Controller of Electronic Components-related Business and General
April 2010
Manager of Electronic Components Business Sector (current
position)
Attendance at meetings
President, KOHA CO., LTD. (current position)
April 2016of the Board of
Director/Executive Vice President, the Company (current position)
June 2016
Directors:
Reason for nomination as a candidate for Director
100%(19 out of 19 times) Mr. Masahiro Asada has taken responsibility for the management of the Company as
Director/Executive Vice President, and exerts leadership in the Electronic Components
Business Sector, which operates on a global scale. As he significantly contributes to thedevelopment of the Group, going forward, we expect him to use his abundant experienceand high level of insight for the sustainable growth and the medium- to long-term
enhancement of corporate value of the Group, and therefore request his continued
election as a Director of the Company.

Number ofshares of theCompany held

-5-

1,063,803

15,713No.

Name(Date of birth)

Past experience, positions
and significant concurrent positions

Joined the Company
Director, General Manager of Corporate Strategy Office, Head ofCore Technology Center
Director/Senior Executive Officer, General Manager of Broadcom
June 2005
Business Unit
Director/Vice President (current position)
June 2009
Guohua Li
Controller of Electronic Chemical Materials, Soldering(April 1, 1957)
Equipment-related Business, President, Tamura Kaken Co., Ltd.
President, SHANGHAI XIANGLE TAMURA ELECTRO
June 2009
CHEMICAL INDUSTRY CO., LTD. (current position)[Reappointment]
President, TAMURA KAKEN (DONGGUAN) LTD. (China)
June 2009(current position)
Attendance at meetings
Deputy General Manager of Electronic Chemicals & FA System
June 2016of the Board of
Business Sector, the Company (current position)
Directors:
Reason for nomination as a candidate for Director
95%
Mr. Guohua Li has taken responsibility for the management of the Company as(18 out of 19 times)
Director/Vice President, and exerts leadership in the Electronic Chemicals & FA System
Business, which operates on a global scale. As he significantly contributes to thedevelopment of the Group, going forward, we expect him to use his abundant experienceand high level of insight for the sustainable growth and the medium- to long-term
enhancement of corporate value of the Group, and therefore request his continued
election as a Director of the Company.
Joined Sony Corporation
April 1962
Senior Managing Corporate Executive Officer
June 2001
Takeo Minomiya
Deputy President, Sony EMCS Corporation
June 2001(January 18, 1944)
Director, the Company (current position)
June 2007
Outside Director, ShibaSoku Co., Ltd. (current position)
June 2011[Reappointment]
President and Representative Director, Houtoku Energy Co., Ltd.
December 2012
(current position)[Outside]
Outside Director, Paloma Co., Ltd. (current position)[Independent Director] April 2015
Reason for nomination as a candidate for Director
Attendance at meetings Mr. Takeo Minomiya has engaged in corporate management for many years as a manager
in multiple other global companies that represent Japan. His abundant experience andof the Board ofwide-ranging insight that covers the industry contributes significantly to the sustainable
Directors:
growth and the medium- to long-term enhancement of corporate value of the Group.
84%(16 out of 19 times) Going forward, we expect to continue receiving his useful and unreserved opinions andguidance from an objective and broad perspective, and therefore request his continued
election as a Director of the Company.
Joined National Police Agency
April 1968
Director, Kanto Division, National Police Agency
August 1998
Shigeaki Ishikawa
Chief Secretary, National Police Agency
August 1999
(July 21, 1944)
Superintendent General, Tokyo Metropolitan Police
August 2002
Chairman, Japan Road Traffic Information CenterFebruary 2004
[Reappointment]
Attorney at Law, HOMMA & PARTNERS (current position)
February 2008
[Outside]
Outside Director, KOBAYASHI YOKO CO., LTD. (current
June 2015
position)[Independent Director]
Director, the Company (current position)
June 2015
Attendance at meetings Reason for nomination as a candidate for Director
Mr. Shigeaki Ishikawa has led administrative organizations and others for many years.
of the Board of
He provides useful and unreserved opinions and guidance on various matters surrounding
Directors:
corporate management, including governance and compliance, from the perspective of a100%
(19 out of 19 times) specialist in law as an Attorney at Law, with expertise and insight based on his
experience. For the sustainable growth and enhanced corporate value of the Group, werequest his continued election as a Director of the Company.

Number ofshares of theCompany held

October 1993
June 2001

3

4

5

-6-

26,49282,590

0

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

Joined the Company
Senior Executive Officer, General Manager of AVIO & Industrial
Device Business Unit
Director/Senior Executive Officer (current position), Deputy
June 2009
General Manager of Electronic Components Business
Norihiko Nanjo
Administration Sector(February 11, 1965)
President, TAMURA EUROPE LIMITED (current position)
December 2009
Deputy General Manager of Electronic Components Business
April 2010
[Reappointment]
Sector, the Company (current position)
Director, TAMURA CORPORATION OF CHINA LIMITED
October 2011
Attendance at meetings(current position)of the Board of
Reason for nomination as a candidate for Director
Directors:
Mr. Norihiko Nanjo has been engaged in the globally-operating Electronic Components
89%
Business for many years, mainly in the management of the Electronic Components(17 out of 19 times) Business Sector for industrial devices. He has driven the broad-ranging business coveringboth Japan and overseas markets with his abundant experience, high level of insight andassertive leadership. For the sustainable growth and enhanced corporate value of theGroup over the medium- to long-term, we request his continued election as a Director of
the Company.
Joined Tamura Kaken Co., Ltd.
April 1988
Executive Officer, General Manager, Overseas Support Division
April 2005
Director/Executive Officer, General Manager, Corporate
June 2007
Management Division
Senior Executive Officer, General Manager, Circuit Equipment
April 2010
Shoichi Saito
Business Unit, Electronic Chemicals Sector, the Company(December 20, 1964)
Director/Senior Executive Officer (current position)
June 2013
Deputy General Manager of Electronic Chemicals & FA System
June 2015[Reappointment]
Business Sector and General Manager of Factory Automation
Business Unit (current position)
Attendance at meetings August 2015
Director, TAMURA CORPORATION SINGAPORE PTE.LTD.
of the Board of(current position)
Directors:
Reason for nomination as a candidate for Director
100%
Mr. Shoichi Saito has been engaged in the globally-operating Electronic Chemicals & FA
(19 out of 19 times) System Business, ranging from electronic chemical materials to factory automation
systems. He has driven the broad-ranging business covering both Japan and overseas
markets with his abundant experience, high level of insight, and assertive leadership. For
the sustainable growth and enhanced corporate value of the Group over the medium- tolong-term, we request his continued election as a Director of the Company.

Number ofshares of theCompany held

April 1988
June 2008

6

7

-7-

22,937

19,575No.

Name(Date of birth)

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

Joined the Company
Senior Executive Officer, Deputy General Manager of Electronic
Components Business Administration Sector (in charge of Businessin China)
President, TAMURA CORPORATION OF HONG KONG
April 2011
LIMITED (current position)
Yusaku Hashiguchi
President, TAMURA CORPORATION OF CHINA LIMITED
October 2011
(current position)(September 16, 1962)
General Manager of Corporate Management Division and in charge
June 2014of Corporate Management and Information Security, the Company[Reappointment](current position)
8
15,863
Director/Senior Executive Officer (current position)
June 2015
Attendance at meetings
President,
TAMURA
CORPORATIONSINGAPORE
PTE.LTD.
August 2015of the Board of(current position)
Directors:
Reason for nomination as a candidate for Director
100%
Mr. Yusaku Hashiguchi has managed the Company’s businesses at both Japanese and(19 out of 19 times)
overseas locations in the globally-operating Electronic Components Business, and has
subsequently taken responsibility for the business administration of the Group as a whole.
His abundant experience, broad-ranging insight, including not only management but also
technical aspects, as well as his assertive leadership is valuable for the sustainable growthand enhanced corporate value of the Group over the medium- to long-term. Thus, werequest his continued election as a Director of the Company.
(Notes)1. There are no special conflicts of interest between the candidates and the Company.
2. Of the candidates for Director, Messrs. Takeo Minomiya and Shigeaki Ishikawa are candidates for Outside Director.
Furthermore, Mr. Takeo Minomiya’s term of office as Outside Director of the Company will be ten (10) years at theclose of this General Meeting, and Mr. Shigeaki Ishikawa’s term of office as Outside Director of the Company will be
two (2) years at the close of this General Meeting.
3. Messrs. Takeo Minomiya and Shigeaki Ishikawa have been submitted as Independent Director/Auditors pursuant to
the regulations of the Tokyo Stock Exchange, and if reelected as proposed, they are planned to continue as such
Independent Director/Auditors.
4. The Company has concluded a liability limitation agreement with Messrs. Takeo Minomiya and Shigeaki Ishikawa,and if reelected, the Company plans to continue with these agreements. A summary of these liability limitationagreements is as follows.

If an Outside Director is negligent in duties and becomes liable to the Company for damages, the liability fordamages shall be the minimum amount as stipulated by Article 427, Paragraph 1 of the Companies Act.
The above liability limit for damages shall be accepted only in the case where the execution of duties whichcaused the liability was conducted by the Outside Director in good faith and without gross negligence.
April 1986
June 2009-8-

(Reference)
1. Policies and procedures for selection of candidates for Director and Audit & Supervisory Board
Member(1) Candidates for Director
By introducing the Executive Officer System and separating execution and supervision, theCompany creates an appropriate scope of personnel to enable functioning of the Board of Directors.
In consideration of the business content, scale, and management environment, etc., of theCompany, personnel with knowledge, experience, and capacity to contribute to enabling
functionality of the Board of Directors are selected as candidates for Director upon consideration of
the overall balance and diversity of the Board of Directors.
Additionally, the Company selects two or more Outside Directors, seeks personnel in wide andvaried fields, and works to have candidates that satisfy the standards of independence defined by the
Tokyo Stock Exchange and the Company.
Candidates are recommended in the Nomination and Remuneration Advisory Committee based on
the Director Nomination Standards, deliberation is carefully made in the Board of Directors, anddetermination is made.
(2) Candidates for Audit & Supervisory Board Member
In consideration of the business content, scale, management environment, and audit structure, etc.,
personnel that can audit the business execution conditions of Directors from a fair and objective
standpoint, have capacity to contribute to improvement of the health and transparency ofmanagement, and have a wealth of knowledge and experience regarding corporate management andbusiness operations are selected as candidates for Audit & Supervisory Board Member.
Additionally, the Company selects a majority of Outside Audit & Supervisory Board Members,seeks personnel in wide and varied fields, and works to have candidates that satisfy the standards of
independence defined by the Tokyo Stock Exchange and the Company.
Candidates are recommended in the Nomination and Remuneration Advisory Committee based on
the Audit & Supervisory Board Member Nomination Standards, deliberation is carefully made in the
Board of Directors and upon resolution, a proposal is submitted to the Audit & Supervisory Board,and determination is made upon receiving approval.
2. Standards of independence for Outside Officers
To establish a corporate governance structure that can enable management with high transparency andstrong management supervision functions and aim to improve corporate value, standards for determining
independence of Outside Officers of the Company are defined as follows.
Additionally, Outside Officers shall maintain the below standards of independence after appointment,
and if changes are deemed to have occurred, evaluation shall be made in the Board of Directors.
The standard of independence shall be that none of the following items applies.
1) The person is or was within the past 10 years a business executor (Note) of the Company or asubsidiary of the Company (hereinafter the “Group”).
2) The person was a major shareholder that held an investment stake of 5% or more in the Company ora business executor thereof within any of the past five fiscal years.
3) The person was a transaction partner of which the amount of transactions was over 3% ofconsolidated net sales of the Company or said transaction partner within the past three fiscal years
or a business executor thereof.
4) The person was a major lender of the Company or a business executor thereof within the past threefiscal years.
5) The person received donations in excess of 10 million yen per annum from the Group or wasaffiliated with an organization, etc., that received said donations within the past three fiscal years.
6) The person received remuneration in excess of 10 million yen per annum from the Group aside fromexecutive remuneration within the past three fiscal years.
7) The person is a spouse or relative within the second degree of a person to which 1. to 6. above
applies.
(Note) A business executor refers to Executive Directors and Executive Officers.
End

-9-

Proposal 3:

Issuance of Stock Acquisition Rights as Stock Compensation-type Stock Options

1. Reason for issuing stock acquisition rights as stock options
The Company implemented an executive officer system in June 2005 as part of structuralreforms for its officer system, significantly reassessing the compensation system for Directors, andterminated its previous officer retirement benefits system. As a result, by placing Directors(excluding Outside Directors; the same applies hereinafter) and Executive Officers in a position
not only to share the benefits of higher stock prices but also the risks of lower stock prices withshareholders, the Company intends to provide added motivation and morale for improving thestock price and increasing corporate value, and proposes the following.
The Company proposes the issuance of gratis stock acquisition rights to Directors andExecutive Officers of the Company, as described in “Summary of issuance of stock acquisitionrights” below, that are exercisable from the day following retirement, and are stockcompensation-type stock options with a paid-in amount of 1 yen per share for exercise of eachstock acquisition right.
Furthermore, the Company also plans to allot gratis stock acquisition rights as stockcompensation-type stock options to Directors and Executive Officers in the future, on thecondition that approval is gained from a General Meeting of Shareholders of the Company foreach fiscal year in which the Directors and Executive Officers are in office.
2. Summary of issuance of stock acquisition rights(1) Persons subject to allotment of stock acquisition rights, number of persons, and number ofstock acquisition rights to be allotted
Directors of the Company (excluding Outside Directors) 6 persons
23 stock acquisition rights
Executive Officers of the Company
8 persons
14 stock acquisition rights(2) Class and number of shares to be allocated upon exercise of the stock acquisition rights
The upper limit will be 37,000 shares of ordinary stock of the Company.
The number of shares to be allocated upon exercise of each stock acquisition right (hereinafter
the “number of shares granted”) shall be 1,000 shares. However, in the event that the Company
conducts a stock split or reverse stock split of its ordinary stock on or after the date of issue(hereinafter the “issue date”), the number of shares granted shall be adjusted based on thefollowing formula (fractions of less than one share shall be rounded down), and the total numberof shares allocated by the stock acquisition rights shall be the post-adjustment number of shares
granted multiplied by the number of unexercised or unretired stock acquisition rights at the giventime.
Post-adjustment number of shares granted =Pre-adjustment number of shares granted × Raito of split or reverse split
In addition to the above, in the event the Company conducts a capital reduction, a merger, or acompany split on or after the issue date, or other equivalent circumstances whereby an adjustment
to the number of shares granted is necessary, the Company may appropriately adjust the number ofshares granted, within reason, taking into consideration the conditions such as the capital reduction,
merger, or company split, and the total number of shares allocated by the stock acquisition rights
shall be the post-adjustment number of shares granted multiplied by the number of unexercised or
unretired stock acquisition rights at the given time.
(3) Total number of stock acquisition rights
37 stock acquisition rights(4) Paid-in amount for stock acquisition rights
There will be no paid-in cash requirement in exchange for the stock acquisition rights offering.
(5) Value of Assets to be Contributed Upon the Exercise of Stock Acquisition Rights
The value of assets contributed upon the exercise of each stock acquisition right shall be 1 yenfor every share that may be issued upon the exercise of the stock acquisition rights, multiplied by
the number of shares granted.
Furthermore, if the Company conducts a stock split or reverse stock split after the issue date
for the stock acquisition rights, the paid-in amount shall be adjusted based on the following
formula, and fractions of less than 1 yen shall be rounded up.

- 10 -

1
Post-adjustment paid-in amount = Pre-adjustment paid-in amount × -----------------------------------Ratio of split or reverse split(6) Period of exercising rights for stock acquisition rights
From July 1, 2017 to June 30, 2047.
(7) Exercise conditions for stock acquisition rights(i) Directors and Executive Officers may exercise stock acquisition rights only within ten (10)days of the day following retirement.
(ii) Regardless of (i) above, if either (a) or (b) below apply to the holder of stock acquisition rights,
stock acquisition rights may be exercised within the respective periods.
(a) If a proposal to approve a merger agreement with the Company as the extinct company isapproved at a General Meeting of Shareholders, or if a proposal to approve a stock
exchange agreement or proposal to approve a stock transfer making the Company awholly-owned subsidiary is approved at a General Meeting of Shareholders, the period
shall be within two (2) weeks of the day following approval.
(b) If the holder of stock acquisition rights dies, the heir will have a period of three (3) months
from the day following the death of the holder of stock acquisition rights.
(iii) Each stock acquisition right may not be exercised in part.
(8) Increase in capital and capital reserve in the case of issuance of shares through the exerciseof stock acquisition rights(i) When shares are issued through the exercise of stock acquisition rights, the amount of capitalincrease shall be one-half of the maximum limit for increases in capital calculated inaccordance with Article 17, Paragraph 1 of the Company Accounting Ordinance, and fractionsof less than 1 yen shall be rounded up.
(ii) When shares are issued through the exercise of stock acquisition rights, the amount of capitalreserve to be added shall be determined by subtracting the amount of capital increase as
stipulated in (i) above from the maximum limit for increases in capital indicated in (i) above.
(9) Matters concerning the acquisition of stock acquisition rights(i) In the event the Company’s General Meeting of Shareholders approves (or resolutions by its
Board of Directors where the resolution of the General Meeting of Shareholders is notnecessary) a proposal for a merger agreement in which the Company is the extinct company,
proposal for an absorption-type merger agreement in which the Company is split or is planned
to be newly spun off, or a resolution for a stock exchange agreement or stock transfer plan inwhich the Company becomes a wholly-owned subsidiary, the Company is entitled to acquire
all existing stock acquisition rights gratis on a date separately determined by the Board of
Directors of the Company.
(ii) The Company may, at any time, acquire gratis unexercised stock acquisition rights held by theCompany.
(10) Limits on transferability of stock acquisition rights
Transfer of stock acquisition rights shall require the approval of the Board of Directors of theCompany.
(11) Treatment of stock acquisition rights during a reorganization
If the Company is subject to a merger (limited to a case where the Company ceases to exist
after to the merger), merger by absorption and spin-off, demerger, stock exchange or stock transfer(hereinafter “Reorganization”), it shall, pursuant to the provisions below, deliver new stockacquisition rights covering shares in the Reorganized Company as indicated in Article 236,
Paragraph 1, Items 8a through e of the Companies Act for the respective cases (hereinafter“Reorganized Company”), to the holder of the Company’s existing stock acquisition rights(hereinafter “Existing Stock Acquisition Rights”) on date the Reorganization becomes effective. In
this case, the Existing Stock Acquisition Rights will cease to exist and the Reorganized Company
will issue new stock acquisition rights. However, this shall be limited to the case whereby thedelivery of new stock acquisition rights for the Reorganized Company is stipulated in the merger
agreement, absorption-type merger agreement, spin-off agreement, stock exchange agreement, or
stock transfer plans in accordance with the conditions below.
(i) Number of new stock acquisition rights of the Reorganized Company to be provided
The same number as the number of existing stock acquisition rights that remain in thehands of the holders of stock acquisition rights shall be provided.
(ii) Class of shares of the Reorganized Company underlying the new stock acquisition rights- 11 -

The class of shares underlying the new stock acquisition rights shall be the ReorganizedCompany’s ordinary stock.
(iii) Number of shares of the Reorganized Company underlying the new stock acquisition rights
To be determined in accordance with (2) above upon consideration of such factors as theconditions of the Reorganization.
(iv) Total amount to be invested upon exercise of new stock acquisition rights
The total amount to be invested upon exercise of the new stock acquisition rights allottedshall be, after consideration of factors such as the Reorganization, the post-adjustment paid inamount obtained from adjusting the exercise price as stated in (5) above, multiplied by the
number of shares of the Reorganized Company to be granted due to the exercise of new stockacquisition rights as stipulated in (iii) above.
(v) Exercise period for new stock acquisition rights
Between the first day of the period that that stock acquisition rights can be exercised asstated in (6) above and the effective date of the Reorganization, whichever is later, until the
final day of the period that stock acquisition rights can be exercised as stated in (6) above.
(vi) Increase in capital and capital reserve in case of issuance of shares through exercise of the
new stock acquisition rights
Determined in accordance with (8) above.
(vii) Restrictions on acquisition of stock acquisition rights via transfer
Acquisition of stock acquisition rights via transfer shall require resolution by the Board of
Directors of the Reorganized Company (if the Reorganized Company does not implement a
Board of Directors, a “Director”).
(viii) Reasons for acquisition and conditions for stock acquisition rights
Determined in accordance with (9) above.
(12) Allotment date for stock acquisition rights
July 1, 2017(13) Treatment of share certificates for stock acquisition rights
Share certificates for stock acquisition rights shall be issued only upon request by a holder ofstock acquisition rights.
3. Calculation of fair value for stock acquisition rights
The fair value of stock acquisition rights shall be calculated based on the Black-Scholes modelin consideration of various factors on the allotment date.

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Proposal 4:

Partial Amendments to Response Policy for a Large-scale Purchase of the Company’s
Shares (Takeover Defense Measures)

At a meeting of the Board of Directors held on May 9, 2014, the Company resolved to continue thepolicy for responding to a large-scale purchase of the Company’s shares with partial amendments, andthen received shareholders’ approval after submitting a proposal at the Annual General Meeting of
Shareholders held on June 26, 2014 (hereinafter, the policy approved at that Annual General Meeting of
Shareholders shall be referred to as the “Existing Policy”). The effective period of the Existing Policy isuntil the conclusion of the Annual General Meeting of Shareholders to be held on June 28, 2017
(hereinafter “this General Meeting of Shareholders”).
Following the introduction of the Existing Policy, the Company has continued to consider theappropriateness of renewing it and the necessity of amending its contents, taking into account changes
in social and economic conditions, and the direction and progression of discussions surrounding
takeover defense measures. As a result of these considerations, taking into account the status ofprogress on the medium-term plan, which is currently underway, and initiatives concerning thecorporate governance structure, the Company has concluded that reviewing and continuing to
implement the Existing Policy will contribute to protecting and enhancing the corporate value of theCompany and shareholders’ common interests. Accordingly, at the meeting of the Board of Directors
held on May 29, 2017, the Company resolved to renew the Existing Policy after partial amendment,
subject to receiving shareholders’ approval at this General Meeting of Shareholders. (Hereinafter, thenew, partially amended policy shall be referred to as the “New Policy.”)
Accordingly, the renewal of the policy is proposed.
Furthermore, the main changes accompanying this renewal are as follows.
・ The introduction of a mechanism for confirming the will of shareholders when activating
countermeasures
If the Special Committee recommends the holding of a General Meeting of Shareholders to confirm
the will of shareholders regarding the whether or not to activate countermeasures (“Shareholder Will
Confirmation General Meeting”), and the Board of Directors of the Company judges it to beappropriate while respecting the Recommendation of the Special Committee to the maximum extent
possible, the Board of Directors shall promptly convene a Shareholder Will Confirmation General
Meeting and confirm the will of shareholders.
There are no other fundamental changes to the scheme compared with the Existing Policy, but inorder to aid shareholders’ understanding, the contents have been partially streamlined and amended.
1. Basic policy regarding persons controlling the policies on finance and business of the Company
As a stock company listed on the stock exchange, the Company believes that the purchase and sale of
the Company’s shares should be entrusted to the market, and whether the Company’s shares are sold inresponse to a purchase of the Company’s shares by a specified shareholder etc. (Note 1) should
ultimately depend on the judgment of shareholders that hold the Company’s shares. In addition, if
participation in management by a specified shareholder etc. does not necessarily harm corporate value,and leads to growth in the corporate value of the Company, it should not altogether be denied.
However, among large-scale share purchases, there are some that would harm the corporate value of
the Company, and shareholders’ common interests, which the Company has sustained and enhanced,
such as those that aim to temporarily control management and force the transfer of important tangible
and intangible management assets of the Company to specified shareholders etc., those that aim to use
the assets of the Company to repay the debts etc. of specified shareholders etc., those that have nointention to truly participate in management but simply aim to sell the Company’s shares to theCompany or related parties at a high price (so-called greenmailers), and those that aim to realize a
one-time high dividend by, for example, forcing the sale of highly valued assets etc. held by theCompany.
Therefore, if a large-scale purchase is conducted, it will be difficult for shareholders to appropriately
assess the impact of the large-scale purchase on the corporate value of the Company and shareholders’common interests if information that is both necessary and sufficient is not provided by the specified
shareholder etc.

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In particular, as a group, the Company has over 40 subsidiaries and affiliates in Japan and overseas,
spanning the five regions of Japan, Southeast Asia, ASEAN, the Americas, and Europe, and operates awide range of businesses, mainly focusing on the sale and manufacture of electronic components,
electronic chemicals and FA systems, information equipment, and products in other fields. Therefore, inthe management of the Company, wide-ranging expertise and rich experience, together with sufficientunderstanding of the relationships etc. built with stakeholders, including customers, employees andbusiness partners both in Japan and overseas, are essential. In order to do so, it is necessary to
sufficiently understand the positions and roles of each of the Company’s group companies, and aim forstable management with an eye to future development from a more medium- to long-term perspective.
In the event of a purchase of the Company’s shares by a specified shareholder etc., the Company
believes there may be cases when it is not easy to secure sufficient information considering thecharacteristics of the Company and the Group mentioned above for shareholders in a short period oftime, and assess the validity of the purchase of the Company’s shares by the specified shareholder etc.
upon sufficient analysis based on this information. At present, the Company is not aware that theCompany’s shares are the target of any purchase by a specified shareholder etc., but if in future there isa tender offer for the Company’s shares by a specified shareholder etc. or a buying up of the Company’s
shares etc. without the consent of the Company, the Company believes that in order to prevent harm tothe corporate value of the Company and unintentional disadvantage to shareholders, it is important thatthe necessary information and time are reasonably secured to consider points such as: 1) whether theobjectives etc. of the specified shareholder etc. will harm the interests of shareholders; 2) whether
purchase by the specified shareholder etc. may raise the concern of effectively forcing shareholders tosell the Company’s shares; and 3) whether sufficient information has been disclosed to shareholders by
the specified shareholder etc.
Based on the above, we believe it is necessary to establish certain rules relating to advance
information about the content below (hereinafter the “Large-Scale Purchase Rules”).
2. Effective use of the property of the Company, appropriate corporate group formation andother special mechanisms contributing to the realization of basic policy regarding company
control(1) Corporate philosophy
The company that would eventually become the Tamura Group came into being in 1924, one year
before the start of radio broadcasting in Japan, as the Tamura Radio Store. Its main business was radio
repair and the manufacture of original radios. In the process of pursuing superior sound, the firm cameto handle the manufacture of the key component, the transformer, and laid the foundations for theelectronic component business, with transformers at its core. Subsequently, the Company expanded its
operations to include flux and soldering materials that were born out of the pursuit of quality joining
materials for the manufacture of transformers; soldering systems; and even broadcast audio equipment
and communication systems, based on achievements in the manufacture of transformers forbroadcasting and communication. Currently, the Company conducts business operations in three areas:electronic components, electronic chemical mounting, and information equipment, to develop andsupply products that meet the needs of new markets.
Contributing to society with excellent products. The Company’s philosophy has remained unchanged
since its founding in 1924, to today, when it operates businesses in more global fields. Based on thatconsistent philosophy, the Company has a corporate slogan of being “Your One and Only Company,”and has established the “Tamura Group Mission Statement,” composed of the “Mission, Vision, andGuidelines.”
MissionThe Tamura Group supplies an original range of products and services, highly regarded in the global
electronics market, to satisfy the evolving needs of customers, employees and shareholders supporting
the Group's growth.

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Vision
1. The management of the Tamura Group is based on businesses related to the requirements of the
global electronics industry.
2. The business of the Tamura Group is based on technologies that support rapidly diversifying
customer needs, with a special focus on high market value.
3. The Tamura Group evaluates its employees with fairness and highly rates excellent performanceand exceptional productivity.
4. The Tamura Group is a responsible member of the global community and respects the laws andcustoms of the countries in which it conducts business activities.
5. The Tamura Group strives to protect the global environment, conserve natural resources andpromote recycling.
Guidelines
1. We attach great importance to partnership.
2. We attach great importance to nurturing a spirit of creativity.
3. We attach great importance to individuality.
4. We attach great importance to social responsibility.
(2) Medium-term management plan
The Group formulates medium-term management plans based on its corporate philosophy, andconducts initiatives to enhance corporate value. For the medium-term management plan for the three
years from FY2016 to FY2018, the Group has formulated the 11th Medium-Term Management Plan,“Biltrite Tamura GROWING,” as it looks toward the 100th anniversary of its founding (2024) as along-term vision.
[Target management indicators]
1) Aim for a consolidated operating profit margin of 7% or more, as the first target toward enhanced
profitability.
2) Aim to secure an ROE of 9% or more on a consolidated basis, as a target for capital efficiency.
Increase capital efficiency while enhancing shareholders’ equity and creating stable managementfoundations.
3) Aim for sound corporate growth by providing the “One and Only Products” that have value forcustomers, without thoughtlessly aiming to increase sales.
[Medium-term management strategy]1) Drawing a path to abundant growth・ We will position the seeds of the “One and Only Products,” which are the source of theCompany’s earnings, as “strategic products,” and promote marketing of product technology inorder to enhance the development of these products and the efficiency of investment in theirdevelopment.
・ As we focus on the early development of “strategic products,” we will also consider M&A andpartnerships.
2) Manufacturing excellent products
・ We will strive to enhance competitiveness and profitability by fully leveraging our uniquenessand strengths, and strengthen the “One and Only Products,” which are superior from theperspective of customer value.
3) Creating sound management
・ We will promote the proper allocation of management resources, including identifying
operations and products that have completed their role, and reviewing the business portfolio.
4) Establishing the best global operation
・ In order to secure cost competitiveness and profitability that can compete on a global basis, wewill shift overseas operations to local bases for autonomy, and Japan, where costs are high, will
focus on high value-added operations. In addition, in order to realize this object, the Company
will promote the activities of local hires.

- 15 -

・ We will aim for a proportion of sales to non-Japanese customers of 30% or more, as increasing
business with non-Japanese companies will be essential for the Group to grow on a global basis.
(3) Enhancing corporate value by enriching and strengthening corporate governance
The Company and all group companies consider prioritizing shareholders a basic philosophy ofmanagement, and consider the basic policy and objective of corporate governance to be to maximize
corporate value from the perspective of shareholders by enhancing management efficiency andtransparency, in order to achieve compliance management that is based on the management team’s
strong sense of mission and high corporate ethical standards, having been entrusted with managementby shareholders.
In order to enrich and strengthen the supervising and auditing framework, the Company has astructure with two (2) Outside Directors and three (3) Audit & Supervisory Board Members (including
two (2) Outside Audit & Supervisory Board Members). In addition, the Company will focus on further
enriching and strengthening corporate governance on an ongoing basis, in order to enhance corporate
value over the medium- to long-term, taking into consideration “Japan’s Corporate Governance Code,”announced by the Tokyo Stock Exchange on June 1, 2015.
3. Content of the New Policy(1) Objective and overview of the New Policy
The objective of the New Policy is to prevent control of the Company’s policies on finances andbusiness by parties that would harm the corporate value of the Company and shareholders’ common
interests, by establishing Large-Scale Purchase Rules and thus securing the necessary and sufficient
information and time for shareholders to make an appropriate assessment, and in addition, to secure an
opportunity for negotiation with the specified shareholder etc., and for the Company to activate
countermeasures against the large-scale purchase in the event that the specified shareholder etc. does
not comply with the Large-Scale Purchase Rules, or in the event that the corporate value of theCompany or shareholders’ common interests would be harmed by the large-scale purchase.
An overview of the New Policy is as follows.
1) The specified shareholder etc. must provide necessary and sufficient information to the Board of
Directors of the Company in advance.
2) The large-scale purchase must begin only after the necessary period has elapsed for the Board of
Directors of the Company to conduct a certain level of evaluation of the large-scale purchase, andpresent an alternative proposal, or in cases where holding a General Meeting of Shareholders to
confirm the will of shareholders regarding whether to activate countermeasures (hereinafter the“Shareholder Will Confirmation General Meeting”) is judged to be necessary, after the Board of
Directors of the Company have resolved to activate or not activate countermeasures based on the
resolution of the Shareholder Will Confirmation General Meeting.
3) The Board of Directors of the Company must consider and evaluate the large-scale purchase, anddisclose their opinion as the Board of Directors of the Company.
4) In order to guarantee the objectiveness, rationality, and fairness of the assessment of the Board of
Directors of the Company in relation to matters such as the activation of countermeasures against
the large-scale purchase, a Special Committee must be established as a body independent from theBoard of Directors of the Company.
5) The Special Committee must offer its own assessment regarding such matters as theappropriateness of the activation of countermeasures and the necessity of holding a Shareholder
Will Confirmation General Meeting, and offer a recommendation or advice (hereinafter the“Recommendation etc.”) to the Board of Directors of the Company.
6) The Board of Directors of the Company must make a final decision while respecting the
Recommendation etc. of the Special Committee regarding such matters as the appropriateness of
the activation of countermeasures to the maximum extent possible.

- 16 -

(2) Establishment of the Special Committee and holding of a Shareholder Will Confirmation
General Meeting
The Board of Directors of the Company will make the final decision regarding the activation ofcountermeasures against the specified shareholder etc. based on the Large-Scale Purchase Rules, but
the Company will establish a Special Committee as defined in Attachment 1 “Special Committee
Overview,” in order to ensure that the Large-Scale Purchase Rules are implemented appropriately, toprevent arbitrary judgments by the Board of Directors of the Company, and to guarantee the rationality
and fairness of the decision. Furthermore, there will be between three (3) and five (5) members of theSpecial Committee, and in order to make fair and neutral judgment possible, they will be appointed
from among those that are independent of the management team responsible for executing the businessof the Company, including Outside Directors, Outside Audit & Supervisory Board Members, external
attorneys, certified public tax accountants, certified public accountants, and academic experts. The
candidates for members of the Special Committee under the New Policy and their past experience are
as shown in Attachment 2.
Prior to the activation of countermeasures, the Board of Directors of the Company will consult theSpecial Committee regarding the appropriateness etc. of the activation of countermeasures, and theSpecial Committee will give a Recommendation etc. regarding such matters as the appropriateness of
the activation of countermeasures to the Board of Directors of the Company after carefully evaluating
and considering the large-scale purchase from the perspective of enhancing the corporate value of theCompany and shareholders’ common interests, and the Board of Directors of the Company will make adecision regarding the activation of countermeasures while respecting the Recommendation etc. of theSpecial Committee to the maximum extent possible. In addition, the Special Committee may
recommend the confirmation of the will of shareholders regarding the appropriateness of the activationof countermeasures by holding a Shareholder Will Confirmation General Meeting. In this case, theBoard of Directors of the Company will convene a Shareholder Will Confirmation General Meeting at
a time judged to be appropriate, while respecting the Recommendation of the Special Committee to the
maximum extent possible, and make a decision regarding the activation of countermeasures based on
the resolution of the Shareholder Will Confirmation General Meeting.
Furthermore, an overview of the content of the Recommendation etc. of the Special Committee shallbe appropriately disclosed.
(3) Large-Scale Purchase Rules content(a) Submission of statement of intent by the specified shareholder, etc.
If a specified shareholder etc. attempts to conduct a large-scale purchase, they shall, in advance, firstsubmit to the Representative Director of the Company a statement of intent pledging to comply with theLarge-Scale Purchase Rules, and clearly stating an overview of the large-scale purchase proposed, in
addition to the name of the specified shareholder etc., their address, jurisdiction of incorporation,
name(s) of representative(s), and contact details within Japan.
If the Board of Directors of the Company receives a statement of intent from a specified shareholder,etc., it shall promptly disclose that fact and, as necessary, the contents thereof.
(b) Submission of Required Information by the specified shareholder, etc.
Within ten (10) business days of receiving the statement of intent, the Board of Directors of theCompany shall issue to the specified shareholder, etc. a list, in writing, of the information that should
initially be provided by the specified shareholder, etc., and that is necessary and sufficient for theassessment of the shareholders of the Company and for the Board of Directors of the Company to form
an opinion (hereinafter the “Required Information”), and the specified shareholder, etc. shall submit theRequired Information in writing, in Japanese, to the Board of Directors of the Company.
The specific contents of the Required Information will differ depending on the attributes of thespecified shareholder etc. and the details of the large-scale purchase, but some of the general items are
as follows.
1) Details of the specified shareholder etc. and their group (including joint holders, specially relatedparties, and in the case of a fund, members and other constituent members) (including name,
capital structure etc., history, business contents of the specified shareholder etc., financial details,- 17 -

and information relating to experience etc. in businesses in the same industry as those of theCompany and its group companies)
2) Objectives, methods, and details of the large-scale purchase (including the amount and type of
consideration for the purchase etc., timing of purchase etc., structure of related transactions,
legality of the method of purchase etc., and the feasibility of the purchase etc.)
3) Calculation basis for the acquisition price of the Company’s shares (including facts that form thebasis of the calculation, calculation method, quantitative data used for the calculation, and theamount of synergies expected to arise from transactions related to the purchase etc. and theircalculation basis etc.) and backing for acquisition funds (including the specific names of providersof purchase funds (including de facto providers), method of raising purchase funds, and details of
related transactions)
4) Management policy, business plans, financial plans, capital policy, dividend policy, asset
utilization policy and the like expected after participating in the management of the Company(hereinafter the “Post-Purchase Management Policy etc.”)
5) Post-purchase policies relating to employees, customers, business partners, local communities, andother stakeholders6) Specific measures to avoid a conflict of interest with other shareholders in the Company if
assumed
7) Other information necessary for the Board of Directors of the Company and the Special
Committee to make a reasonable assessment
Furthermore, if after examining the information initially received, it is reasonably recognized that it isinsufficient, the Board of Directors of the Company will request additional information from thespecified shareholder etc. until the Required Information is assembled, while respecting the
Recommendation etc. of the Special Committee to the maximum extent possible.
The fact that there was a proposal for a large-scale purchase and the Required Information submitted
to the Board of Directors of the Company shall all be submitted to the Special Committee. In addition,
the Board of Directors of the Company will disclose information from the Required Information that isrecognized as necessary for the assessment of the shareholders of the Company at a time judged to beappropriate, while respecting the Recommendation etc. of the Special Committee to the maximum
extent possible.
(c) Review and evaluation etc. by the Board of Directors
The Company believes that, after the specified shareholder etc. has completed the submission of theRequired Information to the Board of Directors of the Company, in accordance with the difficulty ofevaluating the large-scale purchase etc., 60 days (for purchases of all of the Company’s shares bytender offer where the price is only in cash (yen)) or 90 days (for other large-scale purchases) should begiven as a period for the Board of Directors’ evaluation, consideration, negotiation, opinion forming,and preparation of alternative proposals (hereinafter the “Board of Directors’ Evaluation Period”).
During the Board of Directors' Evaluation Period, the Board of Directors of the Company will
sufficiently evaluate and consider the Required Information submitted while respecting the
Recommendation etc. of the Special Committee to the maximum extent possible, and carefully
assemble and publicly disclose an opinion as the Board of Directors of the Company. In addition, as
necessary, the Board of Directors of the Company may also negotiate improvements in terms relating to
the large-scale purchase with the specified shareholder etc., and present alternative proposals to theCompany’s shareholders as the Board of Directors of the Company.
Furthermore, if the Board of Directors of the Company does not reach a resolution regarding whether
or not to activate countermeasures within the evaluation period and an extension of the evaluation
period is necessary, the Board of Directors shall consult with the Special Committee after providing
reasons why an extension of the evaluation period is necessary, the necessary extension period, and anyother necessary matters. Subsequently, the evaluation period may be extended by a maximum of 30days in principle, only in cases when the Special Committee has given a Recommendation etc.
permitting an extension of the evaluation period. In addition, after extension of the evaluation period,
the same applies for further extensions of the period. If the evaluation period is extended, the Board of
Directors of the Company shall promptly disclose information relating to the reasons the evaluation- 18 -

period was extended, the extension period, and other matters judged to be appropriate, after the
resolution of the extension.
If there is a specified shareholder etc., the Board of Directors of the Company shall take measuresconsidered appropriate to protect the interests of shareholders of the Company, while respecting the
Recommendation etc. given by the Special Committee to the maximum extent possible. When giving a
Recommendation etc. to the Board of Directors of the Company, the Special Committee shall conduct
an assessment from a third-party, specialized standpoint of whether there are circumstances in which
the acquisition of control by the specified shareholder etc. will cause harm to the Company from which
it is difficult to recover, or circumstances that harm the interests of shareholders, from a standpoint thatis independent of the Board of Directors of the Company, taking as its assessment criteria matters suchas: 1) whether the objectives etc. of the specified shareholder etc. harm the interests of shareholders; 2)
whether the large-scale purchase by the specified shareholder etc. may effectively force shareholders tosell the Company’s share certificates etc. (Note 2); 3) whether sufficient information has been disclosed
to shareholders by the specified shareholder etc.; 4) whether sufficient time has been given to consider
alternative proposals by the Board of Directors of the Company; and 5) whether the issuance of stockacquisition rights is appropriate as a measure for defending corporate value.
The large-scale purchase may not be implemented until the end of the Board of Directors' Evaluation
Period in cases where a Shareholder Will Confirmation General Meeting is not held, or until the Boardof Directors makes a resolution to activate or not activate countermeasures based on the resolution of
the Shareholder Will Confirmation General Meeting, in cases where a Shareholder Will Confirmation
General Meeting is held.
Therefore, the large-scale purchase shall be started only after the aforementioned period has passed.
4. Policy to address a large-scale purchase(1) If the specified shareholder etc. does not comply with the Large-Scale Purchase Rules
Regardless of the specific purchase method, if the specified shareholder etc. does not comply with theLarge-Scale Purchase Rules, the Board of Directors of the Company may oppose the large-scalepurchase by taking countermeasures permitted by the Companies Act, other laws and the Company’s
Articles of Incorporation, such as issuing stock acquisition rights, with the objective of protecting theinterests of the Company and the Company’s shareholders as a whole.
(2) If the specified shareholder etc. complies with the Large-Scale Purchase Rules
Even if the Board of Directors is opposed to the large-scale purchase, if the specified shareholder etc.
complies with the Large-Scale Purchase Rules, the Board of Directors of the Company will only
express its opinion opposing the purchase proposal and present an alternative proposal to persuadeshareholders, and will not take countermeasures against the large-scale purchase in principle. The
shareholders of the Company must determine whether to accept the purchase proposal of the specified
shareholder etc. upon consideration of matters such as the purchase proposal and the opinion presented
by the Company toward the purchase proposal, and alternative proposals.
However, even if the Large-Scale Purchase Rules have been complied with, if the large-scalepurchase meets any of the conditions for activation of countermeasures listed below and the Board of
Directors recognizes that it is appropriate to take countermeasures, the Board of Directors of theCompany may take countermeasures within a necessary and appropriate range.
1) If it is recognized that, as a result of actions such as the following, the corporate value of theCompany and the interests of the Company’s shareholders as a whole will be significantly harmeda. Actions for which the objective of the large-scale purchase is to buy up shares even though there
is no intention to truly participate in company management, and demand that the Company
purchase those shares at a high priceb. Actions for which the objective of the large-scale purchase is mainly to create profits for thelarge-scale purchaser at the expense of the Company, such as acquiring at a low price theimportant assets etc. of the Company, including real estate, movables, intellectual property,
expertise, corporate secrets, main business partners, and customersc. Actions for which the objective of the large-scale purchase is mainly to use all or an importantpart of the Company’s assets as collateral or repayment funds for the debt of the specified- 19 -

shareholder etc. or their group companies etc.
d. Actions for which the objective of the large-scale purchase is mainly to force the sale of highly
valued assets etc. held by the Company such as real estate and marketable securities etc., and use
those profits to force a one-time high dividend, or alternatively to take advantage of the increasein share price caused by the one-time high dividend to sell shares at a high price2) Large-scale purchases by anti-social organizations, or individuals or groups whom thoseorganizations control or are involved in3) Actions that may effectively force shareholders to sell shares, including so-called coercive
two-stage purchases, where a tender offer is conducted while not offering to purchase all shares in
the initial purchase and setting unfavorable purchase terms for the second-stage purchase, or not
making those terms clear4) Actions that may destroy relationships with the Company’s shareholders and other stakeholders
that are indispensable for creating the corporate value of the Company, owing to factors such as
the large-scale purchaser’s acquisition of control or policies for treating the employees of theCompany, customers, business partners, local communities, and other stakeholders after theacquisition of control
5) Purchases for which the terms of the purchase (consideration amount and type, purchase timing,
legality of purchase method, feasibility of purchase implementation) etc. are insufficient or
inappropriate in view of the true corporate value of the Company
In order to guarantee the objectivity and rationality of considerations and judgment regarding whether
the large-scale purchase falls under the conditions for activation of countermeasures and whether taking
countermeasures is recognized as appropriate, the Board of Directors of the Company will make adecision after considering the specific details of the specified shareholder etc. and the large-scalepurchase (including objectives, method, target, acquisition consideration type and amount) and theimpact of the large-scale purchase on the interests of the Company’s shareholders as a whole, based on
the Required Information including the Post-Purchase Management Policy etc. provided by the
specified shareholder etc., while respecting the Recommendation etc. of the Special Committee to the
maximum extent possible.
(3) Resolution of the Board of Directors and the holding of a Shareholder Will Confirmation
General Meeting
In the event that the Board of Directors of the Company makes a judgment regarding theappropriateness of activating countermeasures as described in items (1) and (2) above, it shall decide
whether or not to activate countermeasures upon sufficiently considering the necessity andappropriateness of countermeasures, while respecting the Recommendation etc. of the Special
Committee to the maximum extent possible. Regarding which specific methods to adopt in cases whencountermeasures are activated, the Company will select the option which the Board of Directors of theCompany judges to be the most appropriate at that time while respecting the Recommendation etc. of
the Special Committee to the maximum extent possible. Furthermore, an overview of when the
Company issues stock acquisition rights by shareholder allotment as a specific countermeasure is
described in Attachment 3 “Overview of Issuance of Stock Acquisition Rights by Shareholder
Allotment,” but if actually issuing stock acquisition rights, the Company will set an exercise period andexercise conditions etc. in order to make them function effectively as a countermeasure, such as making
it a condition of exercising the stock acquisition rights that one does not belong to the specified
shareholder etc.
In addition, if the Special Committee recommends that holding a General Meeting of Shareholders
and confirming the will of shareholders whether or not to activate countermeasures is appropriate, andthe Board of Directors of the Company judges it to be appropriate while respecting the
Recommendation of the Special Committee to the maximum extent possible, the Board of Directors
shall promptly convene a Shareholder Will Confirmation General Meeting and make a decision onwhether or not to activate countermeasures based on the resolution thereof.

- 20 -

(4) Countermeasure activation suspension etc.
In the item (3) above, if the Board of Directors of the Company judges that the activation ofcountermeasures is not appropriate, such as cases when the specified shareholder etc. has withdrawn
from or changed the large-scale purchase after the Board of Directors of the Company decided to adopt
specific countermeasures, the Board of Directors may suspend or change etc. the activation ofcountermeasures while sufficiently respecting the Recommendation etc. of the Special Committee. For
example, in cases when the Company conducts gratis allotment of stock acquisition rights as acountermeasure, if the Board of Directors of the Company judges that the activation ofcountermeasures is not appropriate such as when the specified shareholder etc. has withdrawn from orchanged the large-scale purchase after the gratis allotment has been decided, or even after the gratis
allotment has been conducted, the Company can, after receiving the Recommendation etc. of theSpecial Committee, suspend the activation of countermeasures by canceling the gratis allotment etc. ofthe stock acquisition rights until the day prior to the effective date, or alternatively after the gratis
allotment of the stock acquisition rights, by the method of acquiring the stock acquisition rights without
consideration until the day prior to the beginning of the exercise period.
In such cases when the activation of countermeasures is suspended, the Company will make timely,
appropriate disclosure together with items deemed necessary by the Special Committee, in accordancewith laws and regulations and the listing regulations of the Tokyo Stock Exchange where the Company
is listed etc.
5. Impact on shareholders and investors etc.
(1) Impact of the New Policy on shareholders and investors etc.
The Large-Scale Purchase Rules under the New Policy guarantee the information necessary for theCompany’s shareholders to assess whether to accept the large-scale purchase, and also the opportunity
to receive opinions and alternative proposals etc. from the Board of Directors of the Company, who are
currently responsible for the management of the Company. As a result, the Company believes that it
will be possible for the Company’s shareholders to make an appropriate assessment of whether toaccept the large-scale purchase based on sufficient information, which will protect the interests of theCompany’s shareholders as a whole. Therefore, the Company believes that the establishment of theLarge-Scale Purchase Rules is a precondition for the Company’s shareholders and investors to makeappropriate investment decisions, and will contribute to the interests of the Company’s shareholders
and investors.
Furthermore, as mentioned in item 4 above, the response of the Company to the large-scale purchasewill vary depending on whether the specified shareholder etc. complies with the Large-Scale Purchase
Rules, so shareholders and investors are asked to pay attention to the behavior of the specified
shareholder etc.
(2) Impact on shareholders and investors when countermeasures are activated etc.
If the specified shareholder etc. does not comply with the Large-Scale Purchase Rules, the Board of
Directors of the Company may take countermeasures permitted by the Companies Act, other laws andthe Company’s Articles of Incorporation, with the objective of protecting the interests of the Company
and the Company’s shareholders as a whole, but because of the structure of the countermeasures, theCompany does not expect the occurrence of any event that would cause the Company’s shareholders(excluding specified shareholders etc. that violate the Large-Scale Purchase Rules) to suffer any
particular loss in terms of their legal rights or from an economic perspective. If the Board of Directorsof the Company decides to take specific countermeasures, the Company will make timely, appropriate
disclosure in accordance with laws and regulations and the listing regulations of the Tokyo Stock
Exchange where the Company is listed etc.
Furthermore, among items that may be considered as countermeasures, the procedure for theCompany’s shareholders relating to the issuance of stock acquisition rights is as follows.
With regard to the issuance of stock acquisition rights, in the case of a gratis allotment of stockacquisition rights, stock acquisition rights will be automatically allotted without consideration to theCompany’s shareholders recorded in the final Register of Shareholders of the Company as of theallotment date for stock acquisition rights, which the Board of Directors of the Company will separately
determine and announce. Therefore, there is no need for the Company’s shareholders to complete- 21 -

application procedures in order to receive an allotment of stock acquisition rights. However,shareholders of the Company who have not completed registration of the transfer of shares in theRegister of Shareholders of the Company are required to complete registration of the transfer of sharesby the allotment date. Furthermore, the Company’s shares are managed under the Book-entry Transfer
System for stocks, etc., so there is no need for shareholders using the Japan Securities Depository
Center to complete procedures for registration of the transfer of shares.
In order to acquire new shares by exercising stock acquisition rights, it is necessary to pay a certain
amount within the prescribed period. The Company will separately inform shareholders of the details ofthese procedures if actually issuing stock acquisition rights, based on laws and regulations and thelisting regulations of the Tokyo Stock Exchange where the Company is listed etc.
Furthermore, if after receiving the Recommendation etc. of the Special Committee, the Board of
Directors of the Company cancels the issuance of stock acquisition rights or acquires issued stockacquisition rights without consideration (shareholders will lose the stock acquisition rights as theCompany acquires the stock acquisition rights without consideration), no dilution of the value per sharewill occur, so there is a possibility that shareholders and investors that have conducted transactions etc.
based on the assumption that a dilution in the value of the Company’s stock would occur after
shareholders to receive the allotment of stock acquisition rights have been determined (after the
ex-rights date) may suffer an unexpected loss owing to fluctuations in the share price.
6. The New Policy effective period and amendment/cancellation
The New Policy will become effective following approval at this General Meeting of Shareholders,and its effective period will be until the conclusion of the Annual General Meeting of Shareholders of
the Company for the final fiscal year ending within three (3) years of effectuation. However, even prior
to the end of the effective period, if a proposal to amend or cancel the New Policy is approved at a
General Meeting of Shareholders of the Company, the Policy will be amended or canceled.
In addition, even prior to the end of the effective period, the Board of Directors of the Company may
amend or cancel the New Policy within a range that does not go against the intent of the resolution ofthis General Meeting of Shareholders, such as cases when laws, regulations or rules of a financial
instruments exchange etc. relating to the New Policy is newly enacted, revised or abolished and it isappropriate to reflect the new enactment, revision, or abolition; and cases when it is appropriate tocorrect words and phrases because of mistakes and omissions etc.
In the event that the New Policy is amended or canceled, the Company shall promptly notify
shareholders to that effect.
7. Regarding the fact that the New Policy corresponds with basic policies relating to corporate
control, is consistent with the corporate value of the Company and shareholders’ common
interests, and is not aimed at sustaining the status of officers of the Company(1) Satisfies the requirements of the Guidelines Regarding Takeover Defense
The New Policy satisfies the three principles (the principle of protecting and enhancing corporate
value and the interests of shareholders as a whole, the principle of prior disclosure and shareholder will,
and the principle of ensuring the necessity and reasonableness) determined in the “Guidelines
Regarding Takeover Defense for the Purpose of Protection and Enhancement of Corporate Value andShareholders’ Common Interests,” announced by the Ministry of Economy, Trade and Industry and theMinistry of Justice on May 27, 2005.
In addition, the New Policy also takes into consideration the contents of the “Takeover Defense
Measures in Light of Recent Environmental Changes” report announced on June 30, 2008 by the
Corporate Value Study Group established by the Ministry of Economy, Trade and Industry, and“Principle 1-5. Anti-Takeover Measures” of “Japan’s Corporate Governance Code” announced by the
Tokyo Stock Exchange on June 1, 2015.
(2) Introduced with the objective of protecting and enhancing shareholders’ common interests
As described in “1. Basic policy regarding persons controlling the policies on finance and business of
the Company” above, the New Policy is introduced with the objective of protecting and enhancing thecorporate value of the Company and shareholders’ common interests, by making it possible to secure
the necessary information and time, in order for shareholders to assess whether to accept the purchase- 22 -

etc. or for the Board of Directors of the Company to present an alternative proposal and conduct
negotiations with the specified shareholder etc. for shareholders in the event of a purchase etc. of theCompany’s shares.
(3) Establishes reasonable and objective activation requirements
As described in “4. Policy to address a large-scale purchase” above, the New Policy is establishedsuch that countermeasures will not be activated unless predefined reasonable and objective
requirements are satisfied, and a mechanism is ensured to prevent arbitrary activation by the Board of
Directors of the Company.
(4) Values the judgment of highly independent outside parties and information disclosure
When activating countermeasures etc. under the New Policy, the Board of Directors will consult with
the Special Committee, which is a body independent from the Board of Directors of the Company, andshall respect the Recommendation etc. of the Special Committee to the maximum extent possible.
In addition, a mechanism is ensured such that the New Policy will be implemented in a transparent
manner that is consistent with the corporate value of the Company and shareholders’ common interests,
as an overview of that judgment shall be disclosed to shareholders.
(5) Values shareholders’ will
The New Policy will be introduced with partial changes to the Existing Policy with a clearly defined
effective period, subject to the approval of shareholders at this General Meeting of Shareholders, andthus shareholders’ intentions will be reflected in its implementation and continuation after expiry. In
addition, shareholders’ intentions will be reflected as the New Policy will be abolished when aresolution to abolish the New Policy is made at a General Meeting of Shareholders, even prior to the
expiry of the effective period. Furthermore, under the New Policy, the Special Committee may
recommend that holding a Shareholder Will Confirmation General Meeting is appropriate as acondition for activating countermeasures against a large-scale purchase, and as the Board of Directors
shall respect the recommendation of the Special Committee to the maximum extent possible, amechanism is thus in place to directly confirm the will of shareholders regarding the appropriateness of
the activation of countermeasures, etc.
(6) Not dead-hand or slow-hand takeover defense measures
The New Policy can be abolished by resolution at a General Meeting of Shareholders or resolution of
the Board of Directors of the Company, and so is not a so-called dead-hand takeover defense measure(takeover defense measures whose activation cannot be prevented even if a majority of the members of
the Board of Directors are replaced). In addition, the Company does not use a staggered board system
for the members of the Board of Directors, and so it is not a slow-hand takeover defense measure either(takeover defense measures that require time for the prevention of their activation as all members of theBoard of Directors cannot be replaced at once).
(Note 1) A “specified shareholder etc.” is someone that is a holder of the Company’s share certificates,
etc., a tender offeror, or both a holder and tender offeror, and for whom any of the following exceed
20% of the Company’s total number of shares outstanding, or are recognized by the Board of
Directors of the Company to exceed 20%: i) the total ownership ratio of share certificates, etc.
relating to the Company’s share certificates held by the holder in question and the Company’s sharecertificates, etc. held by joint holders of the holder in question; ii) the total ownership ratio of sharecertificates of the Company’s shares certificates, etc. held or that will be held by the tender offeror inquestion and the Company’s share certificates, etc. held by specially related parties of the tender
offeror in question; or iii) the total ownership ratio of share certificates, etc. of the Company’s shares
held or that will be held by the party in question that is both a holder and tender offeror and theCompany’s share certificates, etc. held by joint holders or specially related parties of the party inquestion that is both a holder and tender offeror.
Furthermore, the following terms used in (Note 1) have meanings as defined below.
“Ownership ratio of share certificates, etc.” refers to the ownership ratio of share certificates, etc. as
defined in Article 27-23, Paragraph 4 of the Financial Instruments and Exchange Act (Act No. 25 of- 23 -

April 13, 1948. Includes subsequent amendments. Hereinafter the same applies).
“Held” refers to held as defined in Article 27-23, Paragraph 4 of the Financial Instruments andExchange Act.
“Holder” refers to a holder as defined in Article 27-23, Paragraph 1 of the Financial Instruments andExchange Act, and includes persons deemed to be holders based on Paragraph 3 of the same.
“Tender offeror” refers to a tender offeror as defined in Article 27-3, Paragraph 2 of the Financial
Instruments and Exchange Act.
“Someone that is both a holder and tender offeror” refers to the holder in cases when the holder isalso a tender offeror.
“Joint holder” refers to a joint holder as defined in Article 27-23, Paragraph 5 of the Financial
Instruments and Exchange Act, and includes persons deemed to be joint holders based on Paragraph 6of the same.
“Specially related parties” refers to specially related parties as defined in Article 27-2, Paragraph 7 of
the Financial Instruments and Exchange Act.
(Note 2) “Share certificates, etc.” refers to share certificates, etc. as defined in Article 27-23, Paragraph
1 of the Financial Instruments and Exchange Act.
End

- 24 -

Attachment 1
Special Committee Overview
1. Special Committee establishment
The Company will establish a Special Committee.
2. Special Committee establishment objective
The objective of the Special Committee is to assess such matters as whether a large-scale purchasewill harm the corporate value of the Company, independently of the management team of the Company,in order to prevent harm to the corporate value of the Company and disadvantage to the shareholders of
the Company (however, this excludes specified shareholders etc. that violate the Large-Scale Purchase
Rules.) as a result of a large-scale purchase of the Company’s shares etc. by a specified shareholder etc.
3. Special Committee number of members and composition
The Special Committee is composed within a range of three (3) to five (5) members from among
Outside Directors, Outside Audit & Supervisory Board Members, external attorneys, certified public
tax accountants, certified public accountants, academic experts, etc.
4. Appointment of committee members
Members of the Special Committee will be appointed based on the resolution of the Board of
Directors.
In order to be consistent with the objective of the establishment of the Special Committee as definedin item 2, when selecting committee members, the Board of Directors will select persons with sufficientknowledge that relates to corporate value from a legal or management perspective.
5. Committee members’ term of office
The term of office of committee members will be until the conclusion of the Annual General Meetingof Shareholders for the final fiscal year ending within three (3) years of appointment. However, if acommittee member is an Outside Director or Outside Audit & Supervisory Board Member of theCompany, and retires as Outside Director or Outside Audit & Supervisory Board Member, the said
committee member’s term of office shall automatically expire. In addition, the term of office of acommittee member appointed as a successor to a committee member that has retired prior to the expiryof their term of office shall be until the end of the term of office planned for the committee member that
retired. Furthermore, the reappointment of committee members is permitted.
6. Convocation
If a specified shareholder etc. appears, the Board of Directors must promptly convene the Special
Committee by resolution.
7. Resolution method
Resolutions of the Special Committee will be those passed by two thirds or more of a full attendanceof committee members composing the Special Committee. However, in case a committee member
cannot attend for unavoidable reasons, such as illness, resolutions will be those passed by two thirds ormore of a full attendance of committee members excluding the committee member in question, with theapproval of other committee members on such arrangement.
8. Special Committee authority(1) The Special Committee can give a Recommendation or advice by resolution, with regard tolarge-scale purchases of the Company’s shares etc. by a specified shareholder etc. Furthermore,
the Board of Directors of the Company must respect this Recommendation or advice to the
maximum extent possible.
(2) In order to conduct the assessment described in the previous item, the Special Committee canrequest that the Board of Directors of the Company and the specified shareholder etc. disclose orprovide the following: 1) details of the specified shareholder etc. and its group; 2) the objectives,
method, and contents of the large-scale purchase; 3) the calculation basis for the acquisition pricefor the Company’s shares and the backing for acquisition funds; 4) Post-Purchase Management
Policy etc.; 5) post-purchase policy with regards to employees, customers, business partners, local
communities, and other stakeholders; 6) specific measures to avoid a conflict of interest with othershareholders of the Company if assumed; and 7) any other information necessary for the Special
Committee of the Company to make a reasonable assessment.
(3) The Special Committee can request advice from attorneys, certified public tax accountants,
certified public accountants, academic experts, etc. with regard to the large-scale purchase of the- 25 -

Company’s shares etc. by the specified shareholder etc., at the expense of the Company.
9. Special Committee consideration guidelines
When giving a Recommendation or advice as in the previous item, the guidelines for the assessmentof the Special Committee shall be matters such as the following: 1) whether the objective etc. of thespecified shareholder etc. will harm the interests of shareholders; 2) whether the purchase by the
specified shareholder etc. may effectively force shareholders to sell the Company’s share certificates,
etc.; 3) whether the specified shareholder etc. has disclosed sufficient information to shareholders; 4)
whether sufficient time has been given for the Board of Directors of the Company to consider
alternative proposals; and 5) whether the issuance of stock acquisition rights is appropriate as ameasure for defending corporate value.
End- 26 -

Attachment 2
Brief Personal History of the Members of the Special Committee
The Board of Directors plans to appoint the following five (5) persons as members of the Special
Committee after the renewal of the New Policy.
1. Shigeaki Ishikawa
July 21, 1944
August 2002
February 2004
February 2008
June 2015

Born
Superintendent General, Tokyo Metropolitan Police
Chairman, Japan Road Traffic Information Center
Attorney At Law, HOMMA & PARTNERS (current position)
Outside Director, the Company (current position)

2. Atsuji Toda
January 19, 1955
October 1980
October 1984
June 2015

Born
Joined Shinko Audit Corporation
Head of Toda Accountant Office (current position)
Outside Audit & Supervisory Board Member, the Company (current position)

3. Mieko Nakabayashi
September 24, 1960 Born
January 1993
U.S. Senate Budget Committee (U.S. government official)
April 2002
Fellow, Research Institute of Economy, Trade and Industry
August 2009
Member, House of Representatives
April 2017
Professor, Waseda University (current position)
4. Takeo Minomiya
January 18, 1944
April 1962
June 1999
June 2001
June 2007

Born
Joined Sony Corporation
Managing Corporate Executive Officer, Sony Corporation
Senior Managing Corporate Executive Officer, Sony Corporation
Deputy President, Sony EMCS Corporation
Outside Director, the Company (current position)

5. Koichi Moriya
September 29, 1960 Born
April 1989
Joined Homma Law Office
July 2000
Director, Moriya Law Office (current position)
June 2001
Outside Audit & Supervisory Board Member, the Company (current position)
Ms. Mieko Nakabayashi is newly appointed; the other members are reappointed.
Mr. Shigeaki Ishikawa, Mr. Atsuji Toda, Mr. Takeo Minomiya, and Mr. Koichi Moriya have been
submitted as Independent Director/Auditor pursuant to the regulations of the Tokyo Stock Exchange,
and also fulfill the “Standards for independence for Outside Officers” set forth by the Company.
Furthermore, Mr. Masanori Sato, who was a member of the Special Committee established based on
the Existing Policy, retired from his position as Outside Audit & Supervisory Board Member of theCompany owing to the expiry of his term of office at the conclusion of the Annual General Meeting of
Shareholders held on June 28, 2015, and thus retired from his position as member of the Special
Committee on the same date.
End- 27 -

Attachment 3
Overview of Issuance of Stock Acquisition Rights by Shareholder Allotment
1. Stock acquisition rights allottees
The Company shall allot one (1) stock acquisition right per share held (however, this excludes
ordinary stock in the Company held by the Company) to shareholders listed or recorded in the final
Register of Shareholders (including the substantial shareholders list) on the allotment date determinedby the Board of Directors of the Company.
2. Class and number of shares underlying the stock acquisition rights(1) Underlying the stock acquisition rights shall be ordinary stock in the Company, with an upper
limit of the final total number of shares outstanding (however, this excludes ordinary stock in the
Company held by the Company) on the allotment date determined by the Board of Directors of theCompany multiplied by one (1). However, in cases when the number of shares underlying eachstock acquisition right is adjusted owing to item 2. (2), it will be adjusted to a number that is amultiple of the number of shares underlying each stock acquisition right after the adjustment,
multiplied by the total number of stock acquisition rights issued.
(2) The number of shares underlying each stock acquisition right will be one (1) share of ordinary
stock in the Company. However, the Company will adjust the number of shares underlying thestock acquisition rights in cases when the Company conducts a stock split or reverse stock split
after the issuance of stock acquisition rights, and other cases.
3. Total number of stock acquisition rights to be issued
The total number of stock acquisition rights to be issued will be a number determined by the Board of
Directors of the Company, with an upper limit of the final total number of shares outstanding (however,this excludes ordinary stock in the Company held by the Company) on the allotment date determinedby the Board of Directors of the Company multiplied by one (1). The Board of Directors of theCompany may issue stock acquisition rights over multiple occasions, within a range that does notexceed this maximum number of stock acquisition rights.
4. Stock acquisition rights issue price
The stock acquisition rights shall be issued without consideration.
5. Payment amount (exercise price) upon exercise of stock acquisition rights
The amount (hereinafter the “exercise price”) that should be paid per share upon the exercise of stockacquisition rights will be an amount determined by the Board of Directors of the Company that is 1 yenor more. Furthermore, the Company will separately adjust the exercise price in cases when the
Company conducts a stock split or reverse stock split after the issuance of stock acquisition rights, andother cases.
6. Exercise period
The exercise period shall be until the day when three (3) months have passed from the issue date of
the stock acquisition rights. However, when the final day of the exercise period falls on a bank holiday,
the final day shall be the next banking day.
7. Exercise terms and cancellation terms(1) The specified shareholder etc. and parties that have succeeded stock acquisition rights from thespecified shareholder etc. (however, this excludes parties that have obtained the approval of theBoard of Directors of the Company with regard to the succession) or parties that the Board of
Directors of the Company recognizes as persons that these parties effectively control and that act
jointly with these parties shall not be able to exercise the stock acquisition rights.
(2) Other terms of exercise and terms of cancellation shall be determined separately by the Board of
Directors of the Company.
8. Restrictions on transfer
Stock acquisition rights cannot be transferred without the approval of the Board of Directors of theCompany.
End- 28 -