Note: This Convocation Notice is a translation of Japanese language original for
convenience purpose only, and in the event of any discrepancy, the Japanese
language original shall prevail.

Securities Code: 6961
June 1, 2021
To Our Shareholders:
2-30-1 Namiki, Kawaguchi-shi, Saitama

Enplas Corporation
Daisuke Yokota, President

Notice of the 60th Annual Meeting of Shareholders
Enplas Corporation (“Company”) hereby notifies that the Company will hold the 60th Annual
Meeting of Shareholders as described below.
Instead of attending the meeting on the date, you may also exercise your voting rights in writingor through the Internet. We kindly request you to read the following Reference Document for the
Annual Meeting of Shareholders, and exercise your voting rights in accordance with the guidanceon pages 2 and 3 hereof by 5:00 p.m. (JST), June 22, 2021 (Tuesday).
Sincerely yours,
1.
2.

Date:
Venue:

10:00 a.m., June 23 (Wednesday), 2021
2-2, Shintoshin, Chuo-ku, Saitama-shi, Saitama
Hotel Brillante Musashino
2nd Floor, Emerald･The venue is different from the one in the last year.
Please make sure to attend at the right venue. The map is
attached at the last page of this notice (omitted from thistranslation).
･A notice will be posted on the Company’s website (pleaserefer to page 3) when it becomes likely that the planned venue
may not be used due to the growing spread of infections of thecoronavirus disease (COVID-19).
・ In light of the growing spread of infections of the coronavirus
disease (COVID-19), we will take preventive measures against
infections at this Annual Meeting of Shareholders, such as staff
members wearing masks and providing alcohol disinfectants.
・ When our shareholders attend this Annual Meeting of Shareholders,please confirm the situation on the day of the meeting and carefully takenote of your own health condition.
・ Since the year before last, no souvenirs have been prepared forshareholders attending the meeting.
Thank you for your understanding.

1

3.

Purposes:
Items to be reported:

1.

2.

The business report, the consolidated financial statements,
and the results of consolidated financial statement auditedby the Accounting Auditor and the Audit Committee for the60th business period (April 1, 2020 to March 31, 2021)
The non-consolidated financial statements for the 60th
business period (April 1, 2020 to March 31, 2021)

Items to be resolved:

4.

Agenda Item No. 1: Election of Three (3) Directors (excluding Audit Committee
members)
Agenda Item No. 2: Election of Four (4) Directors who are Audit Committee
members
Agenda Item No. 3: Determination of Remuneration System for the Grant of
Restricted Stock to Directors (excluding Directors who are Audit
Committee members, and Outside Directors)
Agenda Item No. 4: Renewal of Countermeasures (Takeover Defense) in Response toLarge-scale Purchase of Enplas Shares, etc.
Information on Exercise of Voting Rights.
(1) If your voting rights are exercised through a voting rights exercise form, and you
submit a voting rights exercise form without indicating your vote for or against eachof the proposals, your vote will be counted as “in favor” for such proposal.
(2) If your voting rights are exercised both by a voting rights exercise form and throughthe Internet, voting through the Internet shall prevail.
(3) If your voting rights are exercised more than once through the Internet, your final voteshall prevail.
(4) Please complete and send back your voting rights exercise form to make sure it isreceived by the Company by 5:00 p.m. (JST), Tuesday, June 22, 2021.
(5) Please exercise your voting rights through the Internet by 5:00 p.m. (JST), Tuesday,June 22, 2021.

5.

(6) If you do not attend the Annual Meeting of Shareholders, you may attend throughanother shareholder holding voting rights of the Company as your proxy; provided,
however, that a document verifying the proxy must be submitted.
Information on Exercise of Voting Rights through the Internet(1) The exercise of voting rights through the Internet (personal computers, mobile
phones, and smart phones) may be made only by utilizing the following votingrights-exercise website designated by the Company.
The voting-rights-exercise website https://soukai.mizuho-tb.co.jp/(2) When using personal computers or mobile phones
Please access the website above, and exercise the voting rights following theguidance of the screen by using “voting rights exercise code” and “password”
provided in the voting rights exercise form.
If you use a mobile phone with the bar code reading function, you can access thevoting-rights-exercise website by reading “QR code for mobile phone” provided in
the enclosed voting rights exercise form.
(3) When using smart phones
Please read with your phone “Log in QR code for the voting-rights-exercise website
for smart phones” provided in the enclosed voting rights exercise form, and exercise
the voting rights following the guidance of the screen. In this case, “voting rights2

exercise code” or “password” is not required.
If you want to change the content of the exercise of the voting rights after the voting
rights were once exercised, the QR code needs to be read again and then “voting
rights exercise code” and “password” provided in the voting rights exercise form
need to be entered.
(QR code is a registered trademark of Denso Wave Inc.)(4) The exercise of voting rights through the Internet may not be made depending on yourpersonal terminal and your Internet environment.
Please note that for the access to the “Website for Voting Rights Exercise,”communication charges for telephone, etc. and access charges for providers will beborne by each shareholder.
For inquiries about exercise of voting rights through the Internet
Administrator of Shareholder Registry: Securities Agent Business Department ofMizuho Trust & Banking Co., Ltd.
Phone: 0120-768-524（Toll free）
Business Hours: 9:00 – 21:00 on weekdays
6.

Information on Disclosure on the Internet(1) Among the documents that should be attached to the Notice of the Annual Meeting of
Shareholders, the following matters are provided on the Company’s website pursuant
to applicable laws and regulations, and the Articles of Incorporation of the Company;
therefore, they are not attached to this Notice of the Annual Meeting of the
Shareholders:(a) System to Ensure Appropriateness of Operations of the Company, andOverview of Implementation of System to Ensure Appropriateness of
Operations of the Company(b) Basic Policy for Controlling the Company(c) Notes to the Consolidated Financial Statements(d) Notes to Specific Items of the Non-consolidated Financial Statements
Of the documents above, “System to Ensure Appropriateness of Operations of theCompany,” “Overview of Implementation of System to Ensure Appropriateness of
Operations of the Company” and “Basic Policy for Controlling the Company” havebeen audited as part of the business report when the Audit Committee prepared theaudit report.
Of the documents above, “Notes to the Consolidated Financial Statements” and“Notes to Specific Items of the Non-consolidated Financial Statements” have been
audited as part of the consolidated and the non-consolidated financial statements whenthe Audit Committee and the Accounting Auditor prepared the audit report.
(2) If there are any revisions to the Reference Document for the Annual Meeting of
Shareholders, the business report, and/or the consolidated and the non-consolidated
financial statements, such revisions will be listed on the Company’s website.
(3) The voting results will be posted on the Company’s website in lieu of sending written
notice of voting results to shareholders.
The Company’s website: https://www.enplas.co.jp
When attending the meeting, we kindly request that you
submit the enclosed voting rights exercise form to thereceptionist at the venue.

3

Reference Document for Annual Meeting of Shareholders

Meeting Agenda and Matters for Reference
The Company has positioned the strengthening of corporate governance as one of the mostimportant management objectives in order to continuously increase its corporate value, and has been
actively working to improve management transparency and strengthen supervisory functions.
Furthermore, in order to put into practice the “pursuit of novelty” which is the lifeline of theCompany’s management, the majority of the Company’s directors is made up of independent outside
directors, which leads to heighten the sense of discipline throughout the management and strengthensupervisory functions of the board of directors. Through these efforts, the Company will enhance its
corporate value over the medium to long term through practical corporate governance.
To Strengthen Corporate Governance・Increasing the number of outside directors: the majority of directors is made up of independent outside
directors (Agenda Item No. 1 and Agenda Item No. 2) *¹※ Percentage of independent outside directors in cases where Agenda Item No. 1 and Agenda Item No. 2 areapproved at the Annual Meeting of Shareholders as originally proposed:
Four (4) independent outside directors / seven (7) directors) (57.1%)
・Changing the chairperson of the Audit Committee to an independent outside director*¹※ Percentage of independent outside directors at the Audit Committee in cases where Agenda Item No. 2 isapproved at the Annual Meeting of Shareholders as originally proposed:
Three (3) independent outside directors / four (4) members (75.0 %)・Establishing the Nomination and Compensation Advisory Committee (chaired by an independent outside
director) *¹(Establishing the Nomination and Compensation Advisory Committee after the conclusion of this Annual
Meeting of Shareholders)※ Percentage of independent outside directors at the Nomination and Compensation Advisory Committee:
Two (2) independent outside directors / three (3) members (66.7 %)・Number of female officers (as of April 1, 2021) *²※ one (1) Executive Officer
・Introduction of Restricted Stock Remuneration System as a long-term incentive (Agenda Item No. 3)*³
・Evaluation of effectiveness of the board of directors conducted by a third-party institution by way ofinterviews *⁴
Matters related to the Corporate Governance Code*¹: Principle 4.8 (Effective Use of Independent Directors)*²: Principle 2.4 (Ensuring Diversity, Including Active Participation of Women)*³: Supplementary Principle 4.2.1 (Management Remuneration Systems Operating as a Healthy Incentive)*⁴: Supplementary Principle 4.11.3 (Analyzing and Evaluating Effectiveness of the Board as a Whole)4

Areas that the Company particularly expects of prospective directors and executive officers
Directors
Daisuke Yokota

Corporate
Management

ESG
Sustainability

Finance andAccounting

Legal,
Risk Management●

New Business
Development●●

Compliance●

Shigeya Fujita

R＆D
Global●Organization
Manufacturing
Technology

Marketing (Sales)●●

HR Development●●

Masanori
Kazamaki*●Toshimasa Iue*●

Masao Hisada*●

Minoru Amoh*

●

●

●

●

●

●

●

●
●

Kazuyuki Toma●

Labor Management

●

●

●
●
●

●

●

●

●
●

* The Company registered Mr. Masanori Kazamaki, Mr. Toshimasa Iue and Mr. Masao Hisada with the Tokyo Stock
Exchange as an Independent Director pursuant to the rules of the Tokyo Stock Exchange. If Mr. Minoru Amoh takes
office of the Director who is an Audit Committee member, the Company plans to register him with the Tokyo Stock
Exchange as an Independent Director pursuant to the rules of the Tokyo Stock Exchange.
Executive officers
ShigeoKutsuzawa

Corporate

ESG

Finance andManagement

Sustainability

Accounting

Shoji Miyasaka

Global●●●Takashi Ogura

Organization
Manufacturing
Technology

Marketing (Sales)

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Tai Fukizawa●

Yoichi Takeuchi●

5

Labor Management
HR Development●●

Keiji Sakai

Mayumi Hamano

New Business
Development●

Yuji Horikawa
Mikihiro
Sugibuchi

R＆D

Legal,
Risk Management
Compliance●●Agenda Item No. 1:
Election of Three (3) Directors (excluding Audit Committee members)
The term of office for all four (4) Directors (excluding Audit Committee members) will
expire at the conclusion of this Annual Meeting of Shareholders. Accordingly, theCompany requests the election of three (3) Directors (excluding Audit Committee
members).
This item was discussed by the Audit Committee and no objection was raised.
The candidates for Directors (excluding Audit Committee members) are as follows.

Candidate
No.

Name(Date of birth)

Daisuke Yokota(November 4,
1967)

Brief profile, position, and responsibility at the Company(Significant concurrent positions)Aug. 1993
Apr. 2000
Jun. 2003
Apr. 2004
Apr. 2006＜Reappointment＞
Apr. 2007
1

Apr. 2008

Joined the Company
President, ENPLAS (U.S.A.), INC.
Director, the Company
Director, General Manager, Engineering
Plastic Business Department, the Company
Managing Director, Chief General Manager,
Operations,
General Manager, Plastic Optics
Department, the Company
Managing Director, Chief General Manager,
Operations, the Company
President, the Company (incumbent)

Number of theCompany’s
shares owned

1,370,417
sharesNumber of years in service: 18 at the conclusion of this Annual Meeting of Shareholders
Attendance of the Board of Directors meetings: 15 out of the 15 meetings (100%)
Reason for the nomination:
Mr. Daisuke Yokota has managed the Company group by demonstrating strong leadership since his
appointment as President and Representative Director. The Company nominated him as a candidate fora Director because it appreciates his global business performance and vast knowledge and experienceof general corporate management and thus expects he will continue to contribute to the Company’ssustainable growth and enhancement of corporate value.

6

Candidate
No.

Name
(Date of birth)

Brief profile, position, and responsibility at the Company(Significant concurrent positions)Mar. 2003
Apr. 2009
Apr. 2013
Apr. 2014

Shigeya Fujita(December 24,
1972)

Apr. 2015

Apr. 2017＜Reappointment＞
Apr. 20192

Jun. 2019
Apr. 2020

Number of theCompany’s
shares owned

Joined the Company
Vice President, Enplas (U.S.A.), Inc.
Manager of Corporate Center, Corporate &Administration Division
Executive Officer, Manager of Corporate
Center, Corporate & Administration
Division
Executive Officer, Division Manager ofGroup Financial Office, Corporate &Administration Division
Executive Officer, Division Manager ofCorporate Center, Corporate &Administration Division
Executive Officer, General Manager of MSD
Division
Director, Management Executive Officer,
Manager of Corporate Center, the Company
Director, Management Executive Officer,
General Manager of Corporate Planning
Division, the Company (incumbent)

4,000 shares

Number of years in service: 2 at the conclusion of this Annual Meeting of Shareholders
Attendance of the Board of Directors meetings: 15 out of the 15 meetings (100%)
Reason for the nomination:
The Company nominated Mr. Shigeya Fujita as a candidate for a Director because he has assumed
important positions such as Vice President of ENPLAS(U.S.A.), INC., a subsidiary of the Company,
General Manager of MSD Division, and General Manager of Corporate Planning Division, and theCompany believes that he will continue to leverage such knowledge and experience to supervise themanagement of the Group.

7

Candidate
No.

Name
(Date of birth)

Brief profile, position, and responsibility at the Company(Significant concurrent positions)Apr. 1971

Masanori Kazamaki(March 8, 1949)＜Reappointment＞<Candidate for
Outside Director>

Apr. 2008
Apr. 2012
Jun. 2015
Jun. 20193

Number of theCompany’s
shares owned

Joined Nissei Sangyo (current Hitachi HighTech Corporation)
Managing Officer, the abovementioned
company
Special Assignment Advisor, theabovementioned company
Outside Director who is an Audit Committee
member, the Company
Outside Director who is not an Audit
Committee member, the Company(incumbent)

0 shares

Number of years in service (including number of years in service of Outside Director who is an Audit
Committee member):
6 at the conclusion of this Annual Meeting of Shareholders
Attendance of the Board of Directors meetings: 15 out of the 15 meetings (100%)
Reason for the nomination and summary of expected roles:
The Company nominated Mr. Masanori Kazamaki as a candidate for an Outside Director because hehas assumed important positions at Hitachi High-Technologies Corporation (current Hitachi HighTech Corporation) and has wide knowledge and experience in the marketing (sales) and the resinmaterial industry. The Company believes that he will continue to leverage such knowledge andexperience to provide supervision on the execution of duties by directors from a specialist
perspective, particularly regarding marketing (sales).

Notes: 1. There is no special interest between any of the candidates and the Company.
2. Mr. Masanori Kazamaki is a candidate for a Director (excluding Audit Committee
members) and for an Outside Director.
3. Pursuant to the Articles of Incorporation of the Company and the provision of Article 427,
paragraph 1 of the Companies Act, the Company has concluded an agreement with Mr.
Masanori Kazamaki to limit his liability for damages under Article 423, paragraph 1 of theCompanies Act. The maximum amount of liability for damages under this agreement is theamount provided for under laws and regulations. If Mr. Masanori Kazamaki takes office of
the Director (excluding Audit Committee members), the Company plans to continue theaforementioned agreement with him.
4. The Company registered Mr. Masanori Kazamaki with the Tokyo Stock Exchange as an
Independent Director pursuant to the rules of the Tokyo Stock Exchange.
5. The Company has concluded a contract for officers’ liability insurance (D&O insurance) as
provided for in paragraph 1 of Article 430-3 of the Companies Act for covering all directors(excluding Audit Committee members) as the insured. If each candidate assumes the
position of director (excluding Audit Committee members), such candidate shall become
an insured person under such insurance contract. The insurance contract stipulates that
directors (excluding Audit Committee members) as the insured will be compensated forlosses which they may suffer due to their assumption of responsibilities in relation to the
execution of their duties or their receiving a claim pertaining to the pursuit of such
responsibilities; provided, however, that there are certain exemptions for the coverage,
including that any loss caused by an act that is committed with the knowledge that such act
is a violation of laws and regulations will not be compensated. The Company pays all
insurance premiums, including those for the special clauses, and the insured will not in
8substance bear any insurance premiums. In addition, the insurance contract was renewed
on May 1, 2021, in the middle of the term of office of the insured, and if each candidate
assumes the position of director (excluding Audit Committee members), such insurance
contract will be renewed during the term of their office.

9

Agenda Item No. 2:
Election of Four (4) Directors who are Audit Committee members
The term of office for all three (3) Directors who are Audit Committee members will
expire at the conclusion of this Annual Meeting of Shareholders. Accordingly, theCompany has increased the number of Directors by one (1) for the purpose of strengthening
supervisory functions over business execution and further improving managementtransparency, and requests the election of four (4) Directors who are Audit Committee
members.
This agenda item has been approved by the Audit Committee.
The candidates for Directors who are Audit Committee members are as follows.
Candidate
No.

Name(Date of birth)

Brief profile, position, and responsibility at the Company(Significant concurrent positions)Apr. 1989
Jun. 1996
Jun. 2002
Jun. 2005

Toshimasa Iue(December 3, 1962)

1

Jun. 2007
Feb. 2010
Apr. 2011＜Reappointment＞

Jun. 2016<Candidate for
Outside Director>

Jun. 2018
Jun. 2019
Aug. 2019
Jun. 2020

Jun. 2020

Joined SANYO Electric Co., Ltd.
Director, the abovementioned company
Director, Vice President (Representative
Director), the abovementioned company
Director and President (Representative Director),
the abovementioned company
Special Advisor, the abovementioned company
Vice President and Operating Officer, LIXILGroup Corporation (current LIXIL Corporation)
Director, Vice President and Operating Officer,
LIXIL Corporation
Director and Executive Vice President, LIXILGroup Corporation (current LIXIL Corporation)
Outside Director, the Company
Outside Director who is an Audit Committee
member, the Company (incumbent)
Outside Director, Takara Printing Co., Ltd.
(current Takara & Company Ltd.) (incumbent)
Outside Director who is an Audit Committee
member, Torishima Pump Mfg. Co., Ltd.
(incumbent)
Outside Director, Kameda Seika Co., Ltd.
(incumbent)

Number of theCompany’s shares
owned

0 shares

Number of years in service (number of years in service including that of Outside Director (excluding Audit Committee
members))
3 at the conclusion of this Annual Meeting of Shareholders
Attendance of the Board of Directors meetings: 15 out of the 15 meetings (100%)
Attendance of the Audit Committee meetings: 12 out of the 12 meetings (100%)
Reason for the nomination and summary of expected roles
The Company nominated Mr. Toshimasa Iue as a candidate for an Outside Director who is an Audit Committee member because
he has assumed important positions including the representative director at domestically listed companies and has wide
experience and knowledge of business management as an executive. The Company believes that he will continue to leveragesuch knowledge and experience to provide supervision on the execution of duties by outside directors who are Audit Committee
members from a specialist perspective, particularly regarding corporate management.

10

Candidate
No.

Name
(Date of birth)

Brief profile, position, and responsibility at the Company(Significant concurrent positions)Apr. 1972
Apr. 2007
Apr. 2010

Jun. 2010
Masao Hisada(December 16, 1948)

Apr. 2011<Reappointment>

Apr. 2015<Candidate for
Outside Director>

Jun. 20152

Apr. 2016
Jun. 2017
Jun. 2019
Jun. 2019
Jun. 2019

Joined Hitachi, Ltd.
Vice President and Executive Officer,
the abovementioned company
Representative Executive Officer,
Executive Vice President and Executive Officer,
Hitachi High-Technologies Corporation (current
Hitachi High-Tech Corporation)
Representative Executive Officer,
Executive Vice President, Executive Officer andDirector, the abovementioned company
Representative Executive Officer, President,
Chief Executive Officer and Director, theabovementioned company
DirectorandExecutive
Officer,theabovementioned company
Chairman of the Board and Executive Officer, theabovementioned company
Chairman of the Board, the abovementioned
company
Senior Adviser, the abovementioned company

Number of theCompany’s shares
owned

0 shares

Honorary Senior Adviser, the abovementioned
company (incumbent)
Outside Director, ALCONIX Corporation(incumbent)
Outside Director who is an Audit Committee
member, the Company (incumbent)

Number of years in service
2 at the conclusion of this Annual Meeting of Shareholders
Attendance of the Board of Directors meetings: 15 out of the 15 meetings (100%)
Attendance of the Audit Committee meetings: 12 out of the 12 meetings (100%)
Reason for the nomination and summary of expected roles:
The Company nominated Mr. Masao Hisada as a candidate for an Outside Director who is an Audit Committee member because
he has assumed important positions including the representative executive officer of domestically listed companies and has
wide experience pertaining to business management and abundant knowledge such as ESG and sustainability and international
experience. The Company believes that he will continue to leverage such knowledge and experience to provide supervision on
the execution of duties by directors from a specialist perspective, particularly regarding ESG and sustainability.

11

Candidate
No.

Name
(Date of birth)

Brief profile, position, and responsibility at the Company(Significant concurrent positions)Apr. 1979
Mar. 2000
Jul. 2005

Minoru Amoh
(December 9, 1951)

Sep. 2006＜New Candidate＞

Jan. 2013<Candidate for
Outside Director>

3

Sep. 2014
Jun. 2015
Mar. 2016
Mar. 2016
Mar. 2019

Joined DuPont Far East Inc. Japan Representative
Office (current DuPont Japan)
Director, the abovementioned company
Director, Vice President, DuPont Japan, Regional
Director of Asia-Pacific region, Engineering
Polymer Business Division, the abovementioned
company
Representative Director, President, theabovementioned company
Representative Director, Chairman, theabovementioned company, President, DuPont
Asia Pacific Limited
Honorary Chairman, DuPont Japan
Outside Director, KITZ Corporation (incumbent)
Retired from Honorary Chairman, DuPont Japan
Outside Statutory Auditor, Otsuka Chemical Co.,Ltd.
Outside Director, the abovementioned company(incumbent)

Number of theCompany’s shares
owned

0 shares

Reason for the nomination and summary of expected roles:
The Company nominated Mr. Minoru Amoh as a candidate for an Outside Director who is an Audit Committee member
because he has extensive experience and knowledge as a business manager such as serving as the President of the subsidiary ofa U.S. listed company in Japan. He has extensive international experience, too. The Company believes that he will leveragesuch knowledge and experience to provide supervision on the execution of duties by directors from a specialist perspective,
particularly regarding business management.

Candidate
No.

Name(Date of birth)

Brief profile, position, and responsibility at the Company(Significant concurrent positions)
Dec. 1988
Apr. 2008
Apr. 2009

Kazuyuki Toma
(January 12, 1964)＜New Candidate＞

Oct. 2010
Apr. 2016
Apr. 2017

Apr. 20184
Apr. 2019
Apr. 2020
Apr. 2021

Joined the Company
Manager of Global Planning Group, Engineering
Plastic Division, the Company
Manager of 2nd Sales Dept., Sales Division, theCompany
Vice President, Enplas (U.S.A.),Inc.
President, Enplas (U.S.A.),Inc.
Deputy General Manager of Mechanics Solution
Device Dept., Engineering Plastics Products
Division, the Company
Division Manager, Mechanics Solution Device
Division, the Company
Executive Officer, Head of U.S. Region, Business
Division, the Company
Division Manager, Mechanics Solution Division,
Business Division, the Company
Manager of Internal Audit Office, the Company(incumbent)

Number of theCompany’s shares
owned

4,800 shares

Reason for the nominations:
The Company nominated Mr. Kazuyuki Toma as a candidate for an Outside Director who is an Audit Committee member
because he has extensive experience and knowledge as a business manager such as serving as the Vice President, the Presidentof Enplas (U.S.A.),Inc. and Division Manager of Engineering Plastic Division, a core business of the Company. He has
extensive international experience, too. The Company believes that he will leverage such knowledge and experience to secure
the proper supervision and the soundness of the management of the Company.

Notes:

1. There is no special interest between any of the candidates and the Company.
2. Mr. Toshimasa Iue, Mr. Masao Hisada and Mr. Minoru Amoh are candidates for Directors who are

12

Audit Committee members and for Outside Directors.
3

If Mr. Minoru Amoh and Mr. Kazuyuki Toma take office of the Directors who are Audit Committee
members, the Company plans to conclude an agreement with each of them to limit their liability fordamages under Article 423, paragraph 1 of the Companies Act pursuant to the Articles ofIncorporation of the Company and the provision of Article 427, paragraph 1 of the Companies Act.
The maximum amount of liability for damages under this agreement will be the amount provided forunder laws and regulations.

4. Pursuant to the Articles of Incorporation of the Company and the provision of Article 427, paragraph
1 of the Companies Act, the Company has concluded an agreement with each of Mr. Toshimasa Iue
and Mr. Masao Hisada to limit their liability for damages under Article 423, paragraph 1 of theCompanies Act. The maximum amount of liability for damages under this agreement is the amountprovided for under laws and regulations. If Mr. Toshimasa Iue and Mr. Masao Hisada take office of
the Directors who are Audit Committee members, the Company plans to continue the aforementioned
agreement with each of them.
5. Although the Company concluded an advisory agreement with Mr. Minoru Amoh from September
2018 to May 2021, the transaction amount was within the scope of the base amount (¥10 million peryear) specified in the “Standards for Independence of Outside Directors” attached to the Company’s
Corporate Governance Policy, and the Company has determined that the transaction does not affecthis independence.
6. The Company registered Mr. Toshimasa Iue and Mr. Masao Hisada with the Tokyo Stock Exchange as
Independent Directors pursuant to the rules of the Tokyo Stock Exchange.
7. If Mr. Minoru Amoh takes office of the Director who is an Audit Committee member, the Company
plans to register him with the Tokyo Stock Exchange as an Independent Director pursuant to the rulesof the Tokyo Stock Exchange.
8. The Company has concluded a contract for officers’ liability insurance (D&O insurance) as provided
for in paragraph 1 of Article 430-3 of the Companies Act for covering all directors who are Audit
Committee members as the insured. If each candidate assumes the position of director who is an Audit
Committee member, such candidate shall become an insured person under such insurance contract.
The insurance contract stipulates that directors who are Audit Committee members as the insured will
be compensated for losses which they may suffer due to their assumption of responsibilities in relation
to the execution of their duties or their receiving a claim pertaining to the pursuit of such
responsibilities; provided, however, that there are certain exemptions for the coverage, including thatany loss caused by an act that is committed with the knowledge that such act is a violation of laws andregulations will not be compensated. The Company pays all insurance premiums, including those forthe special clauses, and the insured will not in substance bear any insurance premiums. In addition, theinsurance contract was renewed on May 1, 2021, in the middle of the term of office of the insured, andif each candidate assumes the position of director who is an Audit Committee member, such insurance
contract will be renewed during the term of their office.

13

Agenda Item No. 3: Determination of Remuneration System for the Grant of Restricted Stock to
Directors (excluding Directors who are Audit Committee members, and Outside Directors)
At the 54th Annual Meeting of Shareholders held on June 26, 2015, it was approved that theamount of remuneration for Directors (excluding Audit Committee members) shall not exceed 300
million yen per fiscal year (of which the amount for Outside Directors shall not exceed 50 million yen
per fiscal year), and the amount for Directors (Audit Committee members) shall not exceed 100
million yen per fiscal year. Now, the Company would like the shareholders to approve the provision of
remuneration for the grant of restricted stock anew to Directors (excluding Audit Committee members,
and Outside Directors) (hereinafter referred to as the “Applicable Directors”), which is different fromthe above remuneration quota, as an incentive to continuously improve the Company’s corporate value
and for the purpose of promoting further value sharing with the Company’s shareholders.
The total amount of monetary remuneration claims provided to Applicable Directors based on thisagenda item for the grant of restricted stock shall not exceed 30 million yen per fiscal year, which isconsidered to be reasonable based on the above objectives. In addition, the specific timing of payment
thereof and allocation to each Applicable Director shall be decided by the Board of Directors of theCompany.
The current number of Directors (excluding Audit Committee members, and Outside Directors) isthree (3). However, if the Agenda Item No.1 is approved and passed as originally proposed, thenumber of Applicable Directors will be two (2).
Also, pursuant to the resolution of the Board of Directors of the Company, the Applicable
Directors shall pay out of all the monetary remuneration claims to be arisen out of this agenda item asproperties contributed in kind, and shall, in return, receive the Company’s common shares that will be
issued or disposed of by the Company, and thereby the total number of common shares of theCompany to be issued or disposed of shall be 7,500 or less per year (provided, however, on or after thedate on which this agenda item is approved and passed, in the event of a share split (including theallotment of the Company’s common shares without consideration) or share consolidation of theCompany’s common shares, or in any other case that requires an adjustment of the total number of theCompany’s common shares to be issued or disposed of as a restricted stock, such total number ofshares shall be adjusted to the reasonable extent). The amount to be paid-in per share shall be decided
by the Board of Directors of the Company to the extent that the amount is not particularly favorable to
the Applicable Directors, based on the closing price of the Company’s common share on the Tokyo
Stock Exchange on the business day immediately preceding the date of relevant resolution of theBoard of Directors of the Company (or, if no transaction is made on the said business day, the closing
price on the latest trading day prior to the said business day). In the event of the issuance or dispositionof the Company’s common shares based on this scheme, the Company and each of the Applicable
Directors shall conclude a Restricted Stock Allotment Agreement which shall include the following
items (hereinafter referred to as the "Allotment Agreement"):(1) During the period from the due date for the paid-in to the date on which the Applicable Director
loses all of his/her position as a Director of the Company or any other position determined by the
Board of Directors of the Company (hereinafter referred to as the "Restricted Transfer Period"),
the Applicable Director shall not transfer, provide as security, or otherwise dispose of theCompany’s common shares allotted under the Allotment Agreement (hereinafter the forementioned shares are referred to as the “Allotted Shares”, and the fore-mentioned restriction isreferred to as the "Restriction on Transfer.").

- 14 -

(2) In the event that the Applicable Director loses all of the positions as set forth in paragraph (1)above before expiration of the period separately provided for by the Board of Directors of theCompany (hereinafter referred to as the "Period of Services Provision"), the Company willautomatically acquire the Allocated Shares without consideration, unless the Board of Directorsof the Company deems that there are justifiable grounds.
(3) The Company will lift the Restriction on Transfer for all of the Allocated Shares upon expirationof the Restricted Transfer Period on the condition that the Applicable Director has remained inany of the positions as set forth in paragraph (1) above for the duration of the Restricted Transfer
Period; provided, however, that if the Applicable Director loses all of the positions as set forth inparagraph (1) above before expiration of the Period of Services Provision due to a justifiableground deemed by the Board of Directors of the Company as set forth in paragraph (2) above, thenumber of the Allocated Shares for which the Restriction on Transfer will be lifted and the timingof the lift of the Restriction on Transfer will be reasonably adjusted as necessary.
(4) The Company will automatically acquire, without consideration, the Allocated Shares for which
the Restriction on Transfer has not been lifted based on paragraph (3) above at the time of
expiration of the Restricted Transfer Period.
(5) In the event that, during the Restricted Transfer Period, a merger agreement under which theCompany becomes a non-surviving company, or a share exchange agreement or a share transfer
plan or other matters relating to the reorganization, etc. under which the Company becomes awholly-owned subsidiary is approved at the Annual Meeting of Shareholders of the Company (or,if such reorganization or other matters do not require the approval at the Annual Meeting of
Shareholder of the Company, by the Board of Directors of the Company), the Company will,prior to the effective date of such reorganization, etc., lift the Restrictions on the Transfer for the
Allotted Shares, the number of which shall be determined to be reasonable by a resolution of theBoard of Directors of the Company.
(6) In the case provided for in paragraph (5) above, the Company will automatically acquire the
Allocated Shares without consideration for which the Restriction on Transfer has yet to be lifted
even immediately after the lift of the Restriction on Transfer pursuant to paragraph (5) above.
(7) The method of manifestation of intention and notification under the Allotment Agreement, themethod of amending the Allotment Agreement, and other matters provided for by the Board of
Directors of the Company shall be the content of the Allotment Agreement.
(Reference)
The Company plans to grant restricted stock which is the same as the restricted stock stated above
to the Management Executive Officers, Executive Officers and General Managers of the Company, as
well as to the Presidents and Representative Directors of the Company’s subsidiaries in Japan on thecondition that this agenda item is approved and passed at this Annual Meeting of Shareholders.

- 15 -

Agenda Item No. 4: Renewal of Countermeasures (Takeover Defense) in Response to Largescale Purchase of Enplas Shares, etc.
The Company has decided to renew the “Countermeasures (Takeover Defense) in Response toLarge-scale Purchases of Enplas Shares, etc.” at the meeting of the Board of Directors of the Company
held on April 30, 2021 (The countermeasures renewed as above are hereinafter called the “New Plan.”).
The Company would like the shareholders to approve the New Plan.
The New Plan has been approved by all of the directors, including outside directors who are Audit
Committee members, of the Company at the said meeting of the Board of Director.
1. Necessity for the New Plan
(1) Purpose of Introducing the New Plan
The purpose of introducing the New Plan is to achieve maintenance and improvement of Return on
Equity Ratio (ROE) of the Company, and to much more protect and enhance the Company’s corporate
value and common interests of the shareholders.
The Board of Directors of the Company believes, as set out in the basic policy with regard to person
who controls decisions over company’s financial and business policies, that any person who makes a
proposal for an inappropriate Large-scale Purchase or commits any similar actions thereto, which may
significantly damage the Company’s corporate value and common interests of the shareholders, isinappropriate as a person who controls decisions over the Company’s financial and business policies.
In addition, the Company believes that, when a Large-scale Purchase is conducted, a Large-scale
Purchaser should provide the Board of Directors of the Company with necessary and adequate
information regarding such Large-scale Purchase in advance in accordance with the Large-scale
Purchase Rules that the Company establishes and discloses in advance for judgment of the shareholders,and commence such Large-scale Purchase only after the elapse of a certain evaluation period for the
Board of Directors of the Company. The Board of Directors of the Company will promptly commence
its consideration of the opinion as the Board of Directors of the Company with respect to the Largescale Purchase after such information is provided, and will form and publicize its opinion after carefulconsideration with the advice of a third party who is independent of the Board of Directors of theCompany, including a lawyer, a certified public accountant, a certified public tax accountant, a financial
advisor, a consultant and other professionals (hereinafter called the “External Professional”).
Furthermore, if deemed necessary, the Company will negotiate for improvements of the proposal of theLarge-scale Purchaser and present an alternative proposal to the shareholders as the Board of Directorsof the Company. Through such a process, the shareholders will be able to consider the proposal of theLarge-scale Purchaser and the alternative proposal (if the alternative proposal is presented), withreference to the opinion of the Board of Directors of the Company, and will be given the opportunity toproperly determine whether or not to accept such proposal ultimately. Besides, the Company havedetermined to establish a certain response policy for the case of compliance with the Large-scale
Purchase Rules and for the case of non-compliance with the said rules, and to establish the New Plan asa measure to be taken in the case the Large-scale Purchase is conducted by an inappropriate person, inlight of the basic policy on the control over the Company.
(2) Necessity for the New Plan
The Company believes that the lifeline of the Company’s management lies in the “pursuit ofnovelty.” In order to “pursue novelty,” the Company believes it is crucial to build a continuous
relationship of trust including joint development with customers and confidentiality. Under such belief,
the Company is currently committed to the aggressive expansion of its business base on the basis of its
growth plan in light of the mid- and long-term vision. If a Large-scale Purchase is conducted by apurchaser who does not understand the Company’s business well, the Company is concerned that it may- 16 -

not only make our growth plan unachievable, but also be highly likely to cause material loss to ourexisting shareholders as a result of the relationship of trust with customers being damaged. In addition,with respect to the status of the shareholders as of March 31, 2021, if the shares held by the President
and its related persons (relatives within a second-tier family member) are combined, the total
shareholding ratio will exceed 20%. However, each of such related persons has a relationship that is
independent of the President. Therefore, there is a good possibility that such related persons will transfer
or sell the Company’s shares based on their respective circumstances in the future, and as a result, it isassumed that there is also a good possibility that diversification of the Company’s shares will beproceeded. In addition, as the Company is a listed company, the transfer of shares, etc. will be madebased on the free will of the shareholders. Also, the Company may raise funds from the capital markets
for future business expansion and other purposes although there are no specific plans at this time.
Therefore, the Company cannot deny the realistic possibility that the Large-scale Purchase will be
conducted against the Company if the liquidity of the shares the Company issues further increases in the
future.
From such perspective, the Company believes that the New Plan is necessary in order toappropriately respond to the Large-scale Purchase that would significantly damage the Company’s
corporate value and the common interests of the shareholders.

2. Contents of the New Plan
(1) Procedures for the New Plan
(1-1) Large-scale Purchase Subject to the New Plan
Any actions falling under Item (i) or (ii) below or any similar actions thereto, excluding
those approved by the Board of Directors of the Company, (hereinafter called the “Large-scale
Purchase”) will be subject to the New Plan. Any person who does or intends to make the Largescale Purchase (hereinafter called the “Large-scale Share Purchaser”) shall follow the procedures
set forth in the New Plan (hereinafter called the “Large-scale Purchase Rules”).
(i) Any purchase of share certificates, etc.1 issued by the Company by a holder2, which causessuch holder’s holding ratio of such share certificates, etc.3 to be twenty (20) percent or more.
(ii) Any tender offer5 of share certificates, etc. issued by the Company4, which causes the totalof the ownership ratio of share certificates, etc.6 in respect of the tender offer and the holding
ratio of share certificates of a person in a special relationship7 to be twenty (20) percent ormore.
1Hereinafter, the term refers to “share certificates, etc.” as defined in Article 27-23(1) of the Financial
Instruments and Exchange Act unless otherwise provided. If any law or regulation referred to in the
New Plan is revised (including a change of the name thereof and the enactment of a new law or
regulation which succeeds to the old law or regulation), each of the provisions thereof referred to in the
New Plan shall be replaced by each of the provisions of the substantially succeeding law or regulation
thereto after such revision unless otherwise decided by the Board of Directors of the Company.
2

The term refers to “holder” as defined in Article 27-23(1) of the Financial Instruments and Exchange
Act and includes a person who is included in a holder under Paragraph (3) of the same Article.
3

Hereinafter, the term refers to “holding ratio of share certificates, etc.” as defined in Article 27-23(4)of the Financial Instruments and Exchange Act.
4

Hereinafter in Paragraph (ii), the term refers to “share certificates, etc.” as defined in Article 27-2(1) of
the Financial Instruments and Exchange Act.
5

Hereinafter, the term refers to “tender offer” as defined in Article 27-2(6) of the Financial Instruments
and Exchange Act.
- 17 -

6

Hereinafter, the term refers to “ownership ratio of share certificates, etc.” as defined in Article 27-2(8)of the Financial Instruments and Exchange Act.
7

Hereinafter, the term refers to “person in a special relationship” as defined in Article 27-2(7) of the
Financial Instruments and Exchange Act, except for those prescribed in Article 3(2) of the Cabinet
Office Ordinance concerning Disclosure of Tender Offer of Share Certificates, etc. by Non-Issuer for
those listed in Item 1 of the same Paragraph.
(1-2) Submission of Statement of Intention
Prior to initiating the Large-scale Purchase, the Large-scale Share Purchaser will be
required to submit to the President of the Company a document, in such form as separately
stipulated by the Company, which contains pledges, etc. of complying with the Large-scale
Purchase Rules (hereinafter called the “Statement of Intention”) as well as a transcript of thecommercial registry, a copy of articles of incorporation and other documents which objectively
certify the existence of the Large-scale Share Purchaser. In particular, the Statement of Intention
should contain matters set out in each of the following Items from (i) to (iii).
The Statement of Intention and all other documents to be submitted by the Large-scale Share
Purchaser to the Company shall be in Japanese.
(i) Summary of Large-scale Share Purchaser
a. name and address or location,b. governing law of establishment,c. purposes and contents of business,
d. name and title of a representative,
e. domestic contact, andf. pledges of complying with the Large-scale Purchase Rules(ii) Number of the shares, etc. of the Company currently held by the Large-scale Share Purchaser
and the status of trading of the shares, etc. of the Company by the Large-scale Share
Purchaser within sixty (60) days prior to the submission of the Statement of Intention, and(iii) Summary of the Large-scale Purchase proposed by the Large-scale Share Purchaser,
including the class and number of the shares, etc. of the Company to be acquired by theLarge-scale Share Purchaser by means of the Large-scale Purchase and the purpose(s) of theLarge-scale Purchase (with details thereof for any purposes relating to the acquisition ofcontrol or participation in the management, net investment or political investment,
assignment of the shares, etc. of the Company to a third party after the Large-scale Purchase,
act of making an important suggestion, etc.8 , or if there is any other purpose, statement tothat effect and contents thereof). If there are multiple purposes, all of the purposes should bestated.
8Hereinafter, the term refers to “act of making important suggestion, etc.” as defined in Article 27-26(1)of the Financial Instruments and Exchange Act, Article 14-8-2(1) of the Order for Enforcement of the
Financial Instruments Act and Article 16 of the Cabinet Office Ordinance concerning Disclosure of
Large Holding of Share Certificates, etc. unless otherwise provided.
(1-3) Provision of Required Information
The Large-scale Share Purchaser who has submitted to the President of the Company theStatement of Intention will be required to submit necessary and adequate information for theshareholders to make decisions over the Large-scale Purchase as follows:First, within ten (10) business days9 from the day on which the Statement of Intention isreceived from the Large-scale Share Purchaser, the Company sends to the Large-scale Share- 18 -

Purchaser a list of information to be initially provided by the Large-scale Share Purchaser(hereinafter called the “Required Information List”). Then, the Large-scale Share Purchaser
provides the President of the Company with the adequate information in accordance with theRequired Information List.
If it is reasonably judged by the Board of Directors of the Company after consulting withand obtaining advice from the External Professional that such information provided by the Largescale Share Purchaser pursuant to the Required Information List is inadequate for theshareholders to make decisions and for the Board of Directors of the Company to implement
evaluation and consideration with regards to the purchase in light of the contents and manner ofthe Large-scale Purchase, the Large-scale Share Purchaser will be required to provide such
additional information as separately requested by the Board of Directors of the Company withina specified response period. The response period shall be up to sixty (60) days calculating fromthe date of the Required Information List.
Regardless of the contents or manner of the Large-scale Purchase, those pieces of
information with regard to each of the following items shall be included in the Required
Information List in principle. However, the specific contents of those pieces of information
included in the Required Information List will be reasonably decided by the Board of Directorsof the Company, after consulting with and obtaining advice from the External Professional, in
light of the contents and manner of the relevant Large-scale Purchase. Unless the Large-scale
Share Purchaser is able to provide any of those pieces of information with regard to items set out
in the Required Information List, the Large-scale Share Purchaser will be required by theCompany to provide a specific reason why the Large-scale Share Purchaser is unable to provide
such information.
Particulars of the Large-scale Share Purchaser and its group, including a joint holder10 andperson in a special relationship, and each partner and other member in case of any fund.
This includes the history, specific name, capital structure, business description, financial
information, names and professional career of officers and so on.
(ii) Purpose(s) of the Large-scale Purchase (details of the purpose(s) disclosed in the Statementof Intention), method and contents. This includes existence or non-existence of theintention to participate in the management, kind and amount of consideration of the Largescale Purchase, timing of the Large-scale Purchase, related trading structure, number ofshares, etc. to be purchased, ownership ratio of share certificates, etc. after the purchaseand legality of the method of the Large-scale Purchase.
(iii) Calculation base of the consideration of the Large-scale Purchase. This includes theassumed fact of calculation, calculation method, numerical information used in thecalculation, contents of synergy expected to arise out of a sequence of trading in respect of
the Large-scale Purchase and name and summary of opinion of any third party that islistened to in the calculation and the course of determining the amount based on such third
party’s opinion.
(iv) Corroboration of funding for the Large-scale Purchase. This includes the specific names of
persons who provide funds, including an actual provider, funding method and contents ofrelated trading.
(v) Existence or non-existence of communication with a third party in implementing the Largescale Purchase, and its contents and a summary of the third party, if any.
(vi) Type of the Security Agreement, etc., counterparties and the specific contents of agreement,(i)- 19 -

such as the number of subject shares, etc., for any lease agreement, security agreement,
sell-back agreement, agreement to complete a reserved sale or other important agreements
or arrangements with regard to the shares, etc. of the Company already held by the Largescale Share Purchaser (hereinafter called the “Security Agreement, etc.”).
(vii) Type of the agreement to be executed, counterparty and the specific contents of theagreement, such as the number of subject shares, etc. for any Security Agreement, etc. orother agreement to be executed with a third party with regard to the Company’s shares tobe acquired by the Large-scale Share Purchaser through the Large-scale Purchase.
(viii) Summary of management policies, business plans, capital policies and allotment policiesof the Company and its group after the Large-scale Purchase.
(ix) Handling policy of the Company’s employees, business partners, customers, local
community and other stakeholders in respect of the Company after the Large-scale
Purchase.
(x) Specific measures to prevent a conflict of interest with other shareholders of the Company.
The Board of Directors of the Company promptly discloses such fact if it receives theStatement of Intention from the Large-scale Share Purchaser and if it sends the Required
Information List to the Large-scale Share Purchaser. The Board of Directors of the Company also
discloses, at the time it judges appropriate, any or all of the information provided by the Largescale Share Purchaser and, for any information not provided by the Large-scale Share Purchaser,
the description of such information and the reason for the non-provision (hereinafter called the“Information Provided by the Large-scale Share Purchaser”), which is considered as being
necessary for the shareholders to make decisions.
The Company promptly notifies the Large-scale Share Purchaser of and discloses such fact
if the Board of Directors of the Company reasonably judges that the Information Provided by theLarge-scale Share Purchaser is adequate as the information required to provide in the Required
Information List (hereinafter called the “Large-scale Purchase Information”) and the provision
thereof has been completed (hereinafter called the “Notice of Completion of Information
Provision”).
9

Hereinafter, a “business day” means any day other than those listed in each item of Article 1(1) of the
Act on Holidays of Administrative Organs.
10Hereinafter, the term refers to the “joint holder” as defined in Article 27-23(5) of the Financial Instruments
and Exchange Act and includes a person considered by Board of Directors of the Company to be deemed as
the “joint holder” under Paragraph 6 of the same Article.
(1-4) Evaluation Period by the Board of Directors of the Company
After giving the Notice of Completion of Information Provision, the Board of Directors of
the Company sets a period, during which the Board of Directors of the Company will evaluate,
consider, negotiate, formulate an opinion and establish alternative proposals, depending on the
difficulty of the Large-scale Purchase evaluation, of (i) sixty (60) days from the date of the Noticeof Completion of Information Provision in the case of a tender offer subject to all of the shares,
etc. of the Company for which the consideration is limited to cash (Japanese yen) or (ii) ninety(90) days from the date of the Notice of Completion of Information Provision in the other casesof the Large-scale Purchase after consulting with and obtaining advice from the External
Professional (hereinafter called the “Board of Directors Evaluation Period”).
During the Board of Directors Evaluation Period, the Board of Directors of the Company
shall fully evaluate and consider the Information Provided by the Large-scale Share Purchaser by- 20 -

consulting with and obtaining advice from the External Professionals, as necessary, and evaluate
and consider the contents of the Large-scale Purchase to be implemented by the Large-scale Share
Purchaser in terms of protecting and enhancing the Company’s corporate value and common
interests of the shareholders. Through this evaluation and consideration, the Board of Directorsof the Company shall sincerely summarize an opinion of the Board of Directors of the Company
with regard to the Large-scale Purchase and shall notify the Large-scale Share Purchaser thereofand disclose it to the shareholders at an appropriate time and in an appropriate manner. The Boardof Directors of the Company may also negotiate with the Large-scale Share Purchaser concerning
the conditions and method of the Large-scale Purchase, as necessary, and provide an alternative
proposal of the Board of Directors of the Company to the shareholders.
Until the end of the Board of Directors Evaluation Period, the Large-scale Share Purchaser
may not initiate the Large-scale Purchase.
(1-5) Requirements to Trigger Countermeasures(i) Cases where the Large-scale Share Purchaser fails to comply with the Large-scale
Purchase Rules.
(i-1) A case where the countermeasures are triggered upon the Special Committee’s
recommendation.
If the Large-scale Share Purchaser fails to comply with the Large-scale Purchase Rules, theBoard of Directors of the Company shall deem the relevant Large-scale Purchase to be a hostile
takeover which may significantly damage the Company’s corporate value and common interestsof the shareholders and shall pass a resolution to trigger the countermeasures in principle. In
judging the compliance by the Large-scale Share Purchaser with the Large-scale Purchase Rules,
the circumstances relating to the Large-scale Share Purchaser, such as the case where the Largescale Share Purchaser may not necessarily have detailed information with regard to the Company,
will be taken into consideration to a reasonable extent. Thus it will not be recognized that such
Large-scale Share Purchaser has failed to comply with the Large-scale Purchase Rules only
because the Large-scale Share Purchaser has not provided any part of the Large-scale Purchase
Information required by the Board of Directors of the Company.
In such case, prior to triggering the countermeasures, the Board of Directors of the Company
shall promptly consult with the Special Committee on the propriety of triggering thecountermeasures, and, upon such consultation, the Special Committee shall make a
recommendation to the Board of Directors of the Company on the propriety of triggering thecountermeasures after consulting with and obtaining advice from the External Professional, as
necessary. In judging whether or not to trigger the countermeasures, the Board of Directors of
the Company shall respect the Special Committee’s recommendation to the greatest extent
possible. In such case, in triggering the countermeasures, no shareholders’ meeting to confirm
the shareholders’ opinion (hereinafter called the “Shareholders’ Meeting to Confirm the
Shareholders’ Opinion”) on the propriety thereof shall be required to be held.
(i-2) A case where the countermeasures are triggered upon the resolution of the
Shareholders’ Meeting to Confirm the Shareholders’ Opinion.
Notwithstanding Paragraph (i-1) above, if (a) the Special Committee recommends calling
the Shareholders’ Meeting to Confirm the Shareholders’ Opinion or (b) it is practically possible
to confirm the opinion of the shareholders by taking into consideration various conditions, suchas the contents of the Large-scale Purchase and the existence of enough time to confirm matters- 21 -

and the Board of Directors of the Company judges that it is appropriate to confirm the opinion of
the shareholders on the propriety of triggering the countermeasures in light of the laws andregulations, due care of a good manager of the directors of the Company and so on, the Board of
Directors of the Company shall promptly call the Shareholders’ Meeting to Confirm the
Shareholders’ Opinion (instead of consultation with the Special Committee in the case of above(b)) and refer the judgment on whether or not to trigger the countermeasures to the shareholders.
A summary of the Special Committee is as set out in Exhibit 1. The three (3) persons in
total, Mr. Masanori Kazamaki, Mr. Toshimasa Iue and Mr. Masao Hisada, are supposed to beappointed as the committee member of the Special Committee at the time of the introduction of
the New Plan. Their respective brief histories are as set out in Exhibit 2. Mr. Masanori
Kazamaki and Mr. Toshimasa Iue have extensive experience and expertise in business
management, and Mr. Masao Hisada has extensive experience and expertise in business
management and overseas business. Mr. Masanori Kazamaki is an Outside Director, and Mr.
Toshimasa Iue and Mr. Masao Hisada are Outside Directors who are Audit Committee
members of the Company. Therefore, they are all independent of the Company.
(ii) Cases where the Large-scale Share Purchaser complies with the Large-scale Purchase
Rules.
When the Large-scale Share Purchaser complies with the Large-scale Purchase Rules,
although the possibility of declaring an objection, providing an alternative proposal or giving an
explanation to the shareholders will not be excluded if the Board of Directors of the Company
disagrees on the relevant Large-scale Purchase, in principle, no countermeasures will be triggered
against such Large-scale Purchase. The shareholders of the Company will be asked to judge
whether or not to accept the proposal of the Large-scale Purchase after taking into consideration
the Information Provided by the Large-scale Share Purchaser with regard to such Large-scale
Purchase and the opinion thereon, an alternative proposal and so on of the Board of Directors of
the Company.
However, even if the Large-scale Share Purchaser complies with the Large-scale Purchase
Rules, the Board of Directors of the Company will promptly call the Shareholders’ Meeting to
Confirm the Shareholders’ Opinion and refer the judgment on whether or not to trigger thecountermeasures to the shareholders if the Board of Directors of the Company considers that it isclear that the Large-scale Purchase significantly damages the Company’s corporate value andcommon interests of the shareholders and judges that it is necessary and appropriate to trigger thecountermeasures. In particular, each of the cases from (a) to (e) below will be deemed as a casewhere it is considered that it is clear that the Large-scale Purchase significantly damages theCompany’s corporate value and common interests of the shareholders in principle:(a) if the Large-scale Share Purchaser is a person, a so-called greenmailer, who has no intentionof actually participating in the management of the Company, but acquires or intends toacquire the shares, etc. of the Company solely for the purpose of boosting the share priceand causing the Company or the relevant persons of the Company to purchase such shares,
etc. at a high price,(b) if the Large-scale Share Purchaser acquires the shares, etc. of the Company for the purposeof transferring intellectual property rights, know-how, corporate secrets, key business
partners or customers, etc. of the Company or any of its group companies which arenecessary for its business and management to the Large-scale Share Purchaser or any of its
group companies, etc. by temporarily controlling the Company’s management,- 22 -

(c) if the Large-scale Share Purchaser acquires the shares, etc. of the Company for the purposeof appropriating the assets of the Company or any of its group companies for security or
repayment resources for the liabilities of the Large-scale Share Purchaser or any of its groupcompanies, etc. after acquiring control over the management of the Company,(d) if the Large-scale Share Purchaser acquires the shares, etc. of the Company for the purposeof causing a disposal of highly valued assets, such as real estate property and securities, notbeing currently related to the business of the Company or any of its group companies, by
the sale, etc. thereof and then causing temporary high dividends to be paid with the gains ofsuch disposal or to sell the shares, etc. of the Company at a boosted price by watching for atime of a sudden rise in the share price due to the temporary high dividends by temporarily
controlling the management of the Company, or(e) if the proposed purchase is a purchase which is likely to actually force the shareholders tosell the shares, etc. of the Company, such as a coercive two-tier purchase, meaning thepurchase of shares, including a tender offer, in which the purchase is not offered for all
shares, etc. of the Company in the first stage of the purchase, and the purchase is offered forthe other shares, etc. of the Company under unfavorable conditions for the shareholders or
no clear conditions in the second stage of the purchase.
(1-6) Shareholders’ Meeting to Confirm the Shareholders’ Opinion
As set out in Paragraph (1-5) above, the Board of Directors of the Company shall call the
Shareholders’ Meeting to Confirm the Shareholders’ Opinion in certain cases and refer the
judgment on whether or not to trigger the countermeasures to the shareholders. In such case, theCompany shall promptly disclose the fact that the Shareholders’ Meeting to Confirm the
Shareholders’ Opinion is called and other matters for which the Board of Directors of theCompany judges it is appropriate to disclose.
If the Shareholders’ Meeting to Confirm the Shareholders’ Opinion is to be held, the Boardof Directors of the Company shall promptly set the record date to determine the shareholders
entitled to vote at such Shareholders’ Meeting to Confirm the Shareholders’ Opinion and make apublic notice at least two (2) weeks prior to the said record date in accordance with the provisionsof the Companies Act. The shareholders entitled to vote at such Shareholders’ Meeting to
Confirm the Shareholders’ Opinion shall be those shareholders recorded in the latest shareholder
registry as of the said record date. Unless otherwise provided in laws, regulations or the Articles
of Incorporation of the Company, a resolution of the Shareholders’ Meeting to Confirm the
Shareholders’ Opinion shall be passed by a majority of the votes of the shareholders present atsuch Meeting.
If it is resolved to trigger or not to trigger the countermeasures at the Shareholders’ Meeting
to Confirm the Shareholders’ Opinion, the Board of Directors of the Company shall approve theresolution to trigger or not to trigger the countermeasures in accordance with the resolution passed
at such Shareholders’ Meeting to Confirm the Shareholders’ Opinion and disclose the result thereof.
If the Shareholders’ Meeting to Confirm the Shareholders’ Opinion is called, the Large-scale
Share Purchaser may not initiate the Large-scale Purchase until the closure of such Shareholders’Meeting to Confirm the Shareholders’ Opinion.
(2) Specific Contents of Countermeasures
Countermeasures to be triggered by the Board of Directors of the Company in the New Plan may
include the allotment of share options (hereinafter called “Share Options”) without contribution as
well as other countermeasures permitted by the Companies Act or other laws or regulations or the- 23 -

Articles of Incorporation of the Company. For any allotment of share options without contribution, asummary thereof shall be as set out in “Summary of Allotment of Share Options without Contribution”
of Exhibit 3.
(3) Discontinuance or Withdrawal of Triggered Countermeasures
Even if the Board of Directors of the Company has resolved to trigger the countermeasures, if (i)the Large-scale Share Purchaser discontinues the Large-scale Purchase, or (ii) the fact, etc. based on
which the judgment on whether or not to trigger the countermeasures was made changes and there arecircumstances where the Board of Directors of the Company judges that it is inappropriate to maintainthe triggered countermeasures in terms of protecting and enhancing of the Company’s corporate value
and common interests of the shareholders, the Board of Directors of the Company shall consult with
the Special Committee and consider the discontinuance or withdrawal of the triggeredcountermeasures by consulting with and obtaining advice from the External Professionals, asnecessary.
The Special Committee, upon such consultation, shall consider the propriety of maintaining suchcountermeasures and make a recommendation to the Board of Directors of the Company by consultingwith and obtaining advice from the External Professionals, as necessary. The Board of Directors of theCompany shall respect the Special Committee’s recommendation to the greatest extent possible in judging
whether or not to maintain the countermeasures.
If the Board of Directors of the Company has resolved to discontinue or withdraw the triggeredcountermeasures based on such recommendation of the Special Committee, it shall promptly disclose
a summary of such resolution and other matters that the Board of Directors of the Company judges it
appropriate to disclose.
However, such allotment of the Share Options without contribution may be discontinued orwithdrawn until two (2) business days prior to the expiry date of rights (hereinafter called the “Expiry
Date of Rights”) in respect of the Allotment Date (hereinafter as defined in Section 1 of Exhibit 3;
hereinafter the same shall apply) of the Share Options if the Share Options are allotted without
contribution as the countermeasures, but allotment of the Share Options without contribution shall not
be discontinued or withdrawn on or after the previous business day of the Expiry Date of Rights toprevent any investors who have acquired the shares, etc. of the Company before the Expiry Date ofRights and who have sold such shares, etc. of the Company on the premise that they will be diluted
by such allocation of the Share Options without contribution on or after the Expiry Date of Rightsfrom being damaged due to the allotment of the Share Options without contribution being
discontinued or withdrawn.
(4) Effective Term, and Abolition and Modification of New Plan
The effective term of the New Plan expires at the closure of the 63rd ordinary shareholders’meeting of the Company to be held in June 2024.
However, the New Plan shall be abolished at such time and in accordance with such resolution
if it is approved to abolish the New Plan at the meeting of the shareholders or the Board of Directorsof the Company even before the expiration of such effective term.
The Board of Directors of the Company may modify the New Plan to the extent reasonably
considered necessary as a result of any modification of, or any change of the interpretation oroperation of, the provisions of the Companies Act, the Financial Instruments and Exchange Act orother laws or regulations or the rules of financial instruments exchanges or any change of the taxation
system or precedents.
If the New Plan is abolished or modified, the Company shall appropriately disclose the fact of- 24 -

such abolition or modification, excluding any minor modification of wordings as a result of any
revision of the laws, regulations and so on, and the contents of such modification.

- 25 -

[Exhibit 1]
Summary of Special Committee
1.

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

2.

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

3.

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

4.

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

5.

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

- 26 -

[Exhibit 2]
Brief Histories of the Members of the Special Committee

Masanori Kazamaki
Born on March 8, 1949
April 1971
Joined Nissei Sangyo (current Hitachi High-Tech Corporation)
April 2008
Managing Officer, the abovementioned company
April 2012
Special Assignment Advisor, the abovementioned company
June 2015
Outside Director who is an Audit Committee member, the Company
June 2019
Outside Director, the Company (incumbent)
Toshimasa Iue
Born on December 3, 1962
April 1989
Joined SANYO Electric Co., Ltd.
June 1996
Director, the abovementioned company
June 2002
Director, Vice President (Representative Director), the abovementioned company
June 2005
Director and President (Representative Director), the abovementioned company
June 2007
Special Advisor, the abovementioned company
February 2010
Vice President and Operating Officer, LIXIL Group Corporation (current LIXIL
Corporation)
April 2011
Director, Vice President and Operating Officer, LIXIL Corporation
June 2016
Director and Executive Vice President, LIXIL Group Corporation (current LIXIL
Corporation)
June 2018
Outside Director, the Company
June 2019
Outside Director who is an Audit Committee member, the Company (incumbent)
August 2019
Outside Director, Takara Printing Co., Ltd. (current Takara & Company Ltd.)(incumbent)
June 2020
Outside Director who is an Audit Committee member, Torishima Pump Mfg. Co.,
Ltd. (incumbent)
June 2020
Outside Director, Kameda Seika Co., Ltd. (incumbent)

Masao Hisada
Born on December 16, 1948
April 1972
Joined Hitachi, Ltd.
April 2007
Vice President and Executive Officer, the abovementioned company
April 2010
Representative Executive Officer, Executive Vice President and Executive Officer,
Hitachi High-Technologies Corporation (current Hitachi High-Tech Corporation)
June 2010
Representative Executive Officer, Executive Vice President, Executive Officer andDirector, the abovementioned company
April 2011
Representative Executive Officer, President, Chief Executive Officer and Director,
the abovementioned company
April 2015
Director and Executive Officer, the abovementioned company
June 2015
Chairman of the Board and Executive Officer, the abovementioned company
April 2016
Chairman of the Board, the abovementioned company
June 2017
Senior Adviser, the abovementioned company- 27 -

June 2019
June 2019
June 2019

Honorary Senior Adviser, the abovementioned company (incumbent)
Outside Director, ALCONIX Corporation (incumbent)
Outside Director who is an Audit Committee member, the Company (incumbent)- 28 -

[Exhibit 3]
Summary of Allotment of Share Options without Contribution
1. Total Number of Share Options to Be Allotted
The total number of the Share Options to be allotted shall be such number as separately set forth
by the Board of Directors of the Company in the Resolution of Allotment of Share Options without
Contribution up to the number obtained by deducting the total number of the issued ordinary sharesof the Company, excluding the number of ordinary shares of the Company held by the Company,
from the total number of the authorized shares of the Company as of the certain date as separately
specified by the Board of Directors of the Company (hereinafter called the “Allotment Date”) in theboard resolution for the allotment of the Share Options without contribution (hereinafter called the“Resolution of Allotment of Share Options without Contribution”).
2. Shareholders Entitled to Allotment
The Share Options will be allotted to the shareholders recorded in the latest shareholder registry
as of the Allotment Date at a ratio of one (1) share option per Company’s ordinary share held by theshareholder, excluding ordinary shares of the Company held by the Company at that time.
3. Effective Date of Allotment of Share Options without Distribution
The effective date of the allotment shall be as separately specified by the Board of Directors of
the Company in the Resolution of Allotment of Share Options without Contribution.
4. Class and Number of Shares Subject to Share Options
The class of shares subject to the Share Options shall be ordinary shares of the Company and thenumber of shares subject to one (1) Share Option (hereinafter called “Number of Subject Shares”)
shall be the number as separately set forth by the Board of Directors of the Company in the Resolutionof Allotment of Share Options without Contribution; provided, however, that such number shall be
adjusted as necessary if the Company splits its share or consolidates its shares.
5. Contents and Amount of Assets Contributed upon Exercise of Share Options
The capital contribution to be made upon the exercise of the Share Options shall be monetarycontribution, and the amount of the assets to be contributed upon the exercise of the Share Options
per Company’s ordinary share shall not be less than one (1) yen and shall be the amount as separately
specified by the Board of Directors of the Company in the Resolution of Allotment of Share Options
without Contribution.
6. Restriction on Assignment of Share Options
As to the assignment of the Share Options, an approval of the Board of Directors of the Company
shall need to be obtained.
7. Conditions to Exercise Share Options
A (1) specified large holder11, (2) joint holder of a specified large holder, (3) specified Largescale Share Purchaser12, (4) person in a special relationship with a specified Large-scale Share
Purchaser, (5) person who acquires or succeeds to the Share Options from a person falling under any
one of the items from (1) to (4) without the approval of the Board of Directors of the Company or (6)affiliate13 of a person falling under any one of the items from (1) to (5) (hereinafter collectively called
an “Unentitled Person”) may not exercise the Share Options. The detailed conditions relating to- 29 -

exercising the Share Options shall be separately set forth in the Resolution of Allotment of Share
Options without Contribution.
8. Acquisition of Share Options by Company
On the day as separately specified by the Board of Directors of the Company, the Company may
acquire the Share Options held by a person other than the Unentitled Person and deliver theCompany’s ordinary shares of the Number of Subject Shares per Share Option in exchange therefor.
The detailed conditions relating to acquiring the Share Options shall be separately set forth by the
Board of Directors of the Company in the Resolution of Allotment of Share Options without
Contribution.
9. Exercise Period of Share Options
The exercise period of the Share Options shall be separately set forth by the Board of Directorsof the Company in the Resolution of Allotment of Share Options without Contribution.
10. Others
Any other matters required shall be separately set forth by the Board of Directors of the Company
in the Resolution of Allotment of Share Options without Contribution.
11

A specified large holder means a person who is a holder of share certificates, etc. issued by theCompany and whose holding ratio of share certificates, etc. in respect of such share certificates, etc. istwenty (20) percent or more, or a person who is considered by the Board of Directors of the Company
as being a specified large holder. However, any person whose acquisition and holding of sharecertificates, etc. of the Company is considered by the Board of Directors of the Company not to be inconflict with the Company’s corporate value and common interests of the shareholders and any otherperson as separately set forth by the Board of Directors of the Company in the Resolution of Allotmentof Share Options without Contribution shall be excluded from a specified large holder.
12

A specified Large-scale Share Purchaser means a person who has made a public notice of the purchase,
etc. (hereinafter in this note, as defined in Article 27-2(1) of the Financial Instruments and ExchangeAct) of share certificates, etc. (hereinafter in this note, as defined in Article 27-2(1) of the Financial
Instruments and Exchange Act) issued by the Company through a tender offer and whose holding ratioof share certificates, etc. of the share certificates, etc. held (including those prescribed in Article 7.1 of
the Order for Enforcement of the Financial Instruments and Exchange Act as equivalent) by such person
after such purchase, etc. is twenty (20) percent or more together with the holding ratio of sharecertificates, etc. of a person in a special relationship with such person or a person who is considered by
the Board of Directors of the Company as being a specified Large-scale Share Purchaser. However, any
person whose acquisition and holding of share certificates, etc. of the Company is considered by the
Board of Directors of the Company not to be in conflict with the Company’s corporate value andcommon interests of the shareholders and any other person as separately set forth by the Board of
Directors of the Company in the Resolution of Allotment of Share Options without Contribution shallbe excluded from a specified Large-scale Share Purchaser.
13

An “affiliate” of a person means a person who is considered by the Board of Directors of the Company
as being a person who substantially controls, is controlled by or is under common control with such
person (including a person considered by the Board of Directors of the Company as being any of such
persons) or who acts in cooperation with such person. The term “control” means to “control thedetermination of financial and business policies” (as defined in Article 3.3 of the Ordinance for
Enforcement of the Companies Act) of the other company, etc.
End of Document- 30 -