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.
Stock Exchange Code: 1954
September 8, 2016
To Shareholders with Voting Rights:
Ryuichi Arimoto
Representative Director and President
NIPPON KOEI CO., LTD.
(Headquarters) 4, Kojimachi 5-chome,
Chiyoda-ku, Tokyo(Main Office) 14-6, Kudankita 1-chome,
Chiyoda-ku, TokyoNOTICE OF
THE 72ND 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 72nd Annual General Meeting of Shareholders of NIPPON KOEI CO.,LTD. (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 by post or via the Internet (Note 1).
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights by 5:30 p.m. on Wednesday, September 28, 2016, Japan time.
1. Date and Time:Thursday, September 29, 2016 at 10:00 a.m. Japan time

2. Place:

Matsu, 3F, Hotel Grand Palace
1-1 Iidabashi 1-chome, Chiyoda-ku, Tokyo(Please note that the venue is different from the previous year.)

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements andNonconsolidated Financial Statements for the Company’s 72nd Fiscal Year
(July 1, 2015 - June 30, 2016)
2. Results of audits by the Accounting Auditor and the Audit & Supervisory
Board of the Consolidated Financial Statements
Proposals to be resolved:
Election of 11 Directors
Proposal 1:
Election of 1 Audit & Supervisory Board Member
Proposal 2:
Election of 1 Substitute Audit & Supervisory Board Member
Proposal 3:
Implementation of Reverse Stock Split
Proposal 4:
Continuation of Response Policy for Large-scale Acquisition of Company’s
Proposal 5:
Shares (Anti-Takeover Measures)(Note 1) Please access the website (http://www.it-soukai.com/) and enter your voting rights code andpassword. To exercise your voting rights, please follow the guidance on the screen.
Additionally, if you are an institutional investor, you can exercise your voting rights through ICJ
platform run by ICJ, Inc..

1

Disclosure via the Internet◎ “Notes to Consolidated Financial Statements” and “Notes to Nonconsolidated Financial Statements” are posted
at the following Company’s website pursuant to the laws and regulations, and provisions in Article 14 of the
Articles of Incorporation, and they are not included in the Appendix to this notice. Therefore, the Appendix tothis notice of convocation is a part of Consolidated Financial Statements and Nonconsolidated Financial
Statements audited by Accounting Auditor in preparing the Accounting Audit Report. Also, the Appendix is apart of Consolidated Financial Statements and Nonconsolidated Financial Statements audited by Audit &Supervisory Board members in preparing their Audit Report.
◎ Should the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated
Financial Statements, and Nonconsolidated Financial Statements require revisions, the revised versions will be
posted on the following Company’s website.
The Company’s website: https://www.n-koei.co.jp/ir/2

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

Election of 11 Directors

The terms of office of all 11 directors will expire at the conclusion of this General Meeting of Shareholders.
Accordingly, the election of 11 directors, inclusive of 2 outside directors, is proposed.
The candidates are as follows:
No.

Name
(Date of birth)

Noriaki Hirose(July 30, 1945)

Past experience, positions, responsibilities
and significant concurrent positions
April
June
June
June

1968 Joined the Company
1999 Director of the Company
2003 Director and Executive Officer of the Company
2004 Representative Director and Managing Executive Officer

June2006 Representative Director and Senior Managing Executive

June
September2008 Representative Director and President of the Company
2014 Representative Director and Chairman of the Companyof the Company[Reelection]
1

Number ofshares of theCompany held

194,847

Officer of the Company(current position)[Reasons for selection]
Mr. Noriaki Hirose has been engaged in the management of the Company as Director since June 1999, and isappropriately fulfilling these duties and responsibilities. Additionally, he served as Representative Director andPresident from June 2008 to September 2014, led the formulation of the Company’s Medium-term Management Plan
two times during his tenure. He currently serves as Representative Director and Chairman, and also serves as the
Chairperson of the Risk Management Committee, etc., possessing the capacity of a manager based on a wealth ofexperience, achievements, and insights. Due to the above, the Company has continued to designate him as a candidate
for Director.
April1977 Joined the Company
July
2007 Deputy Director General of Corporate Headquarters of theCompany
July

2

2008 Deputy Director General of Corporate Headquarters andGeneral Manager of Corporate Planning Department of
the Company
June2009 Director and Executive Officer of the Company
Director General of Corporate Headquarters and General
Ryuichi Arimoto
Manager of Corporate Planning Department of the(November 27, 1952)
Company
June2011 Director General of Corporate Headquarters and General[Reelection]
Manager of Human Resources and General Affairs
Department of the Company
June2012 Director and Managing Executive Officer of the Company
July2012 Director General of Corporate Headquarters and General
Manager of Human Resources Department of theCompany
September 2014 Representative Director and President of the Company(current position)

74,000[Reasons for selection]
Mr. Ryuichi Arimoto has been engaged in the management of the Company as Director since June 2009, and isappropriately fulfilling these duties and responsibilities. Additionally, after serving as Director General of Corporate
Headquarters, he is currently tasked with management of the Company Group as Representative Director and President.
The Company has judged that his insights, based on a wealth of operational experience in overall management andachievements from leading the Group with strong leadership and decision-making are suitable for the advancement of
the management and strengthening of corporate governance of the Company Group. Due to the above, the Company has
continued to designate him as a candidate for Director.

3AprilApril

1970 Joined the Ministry of Construction
1999 Director-General, the Chubu Regional Construction

August2000 Executive Director of Advanced Cruise-Assist Highway

January

2004 Vice-Chairman and Executive Director of Japan Bridge

NovemberJuly
October
June

Association Inc.
2007 President of Infrastructure Development Institute-Japan
2011 Advisor of the Company
2011 Executive Vice President of the Company
2013 Director and Executive Vice President, and Assistant to
President of the Company (current position)

Bureau of the Ministry of Construction
Asao Yamakawa(August 27, 1947)[Reelection]
3

System Research Association
44,000[Reasons for selection]
Mr. Asao Yamakawa has been engaged in the management of the Company as Director since June 2013, and isappropriately fulfilling these duties and responsibilities. Additionally, he possesses a wealth of experience andachievements regarding administration of construction and civil engineering from his experience at the Ministry ofConstruction (currently the Ministry of Land, Infrastructure, Transport and Tourism), etc., and is currently utilizing his
insights in the overall business of the Company Group as Executive Vice President (Assistant to President). Due to theabove, the Company has continued to designate him as a candidate for Director.
April1976 Joined the Company
October
2003 Deputy General Manager of Metropolitan Area Business

4

Division and General Manager of Sales Planning
Department, Domestic Consulting Company of theCompany
July
2007 General Manager of Business Promotion Department,
Domestic Consulting Operations of the Company
June2008 Executive Officer of the Company
Deputy Director General of International Consulting
Operations of the Company
June2010 Director and Executive Officer of the Company
Akira MizukoshiJune2012 Director and Managing Executive Officer of the Company(September 30, 1950)
July
2012 General Manager of Business Promotion Department of
the Company[Reelection]
September 2014 Director and Senior Managing Executive Officer of theCompany
Director General of Corporate Headquarters and General
Manager of Business Promotion Department of theCompany
October
2014 Director General of Corporate Headquarters of theCompany
July
2015 Director and Executive Vice President in charge of Head
Office of the Company
February
2016 Director and Executive Vice President in charge of Head
Office and IR of the Company (current position)

43,000[Reasons for selection]
Mr. Akira Mizukoshi has been engaged in the management of the Company as Director since June 2010, and isappropriately fulfilling these duties and responsibilities. Additionally, after serving as General Manager of the Business
Promotion Department and Director General of Corporate Headquarters, he currently serves as Executive Vice
President (in charge of Head Office and IR), appropriately fulfilling the responsibilities of risk management of the entire
Group and working toward improving corporate value of the Company, and he can be expected to contribute to further
global expansion of the Company Group in the future. Due to the above, the Company has continued to designate him
as a candidate for Director.

4AprilOctober

51975 Joined the Company
2004 Deputy General Manager of Metropolitan Area Business

Division and General Manager of River & HydraulicEngineering Department, Domestic Consulting Companyof the Company
July
2007 General Manager of Operations Planning Office, Domestic
Consulting Operations of the Company
July
2008 General Manager of Operations Planning Office andGeneral Manager of Business Planning Office, Domestic
Consulting Operations of the Company
June2009 Executive Officer of the Company
Deputy Director General of Domestic Consulting
Operations, General Manager of Operations Planning
Noboru Takano
Office, and General Manager of Business Planning Office(September 14, 1952)of the Company
June2010 Deputy Director General of Domestic Consulting[Reelection]
Operations and General Manager of Operations Planning
Office of the Company
June
2011 Director and Executive Officer of the Company
Acting Director General of Domestic Consulting
Operations and General Manager of Operations Planning
Office of the Company
June2012 Director and Managing Executive Officer of the Company
Director General of Domestic Consulting Operations of
the Company (current position)
September 2014 Representative Director and Senior Managing Executive
Officer of the Company
July2015 Representative Director and Executive Vice President incharge of technology of the Company (current position)

66,000[Reasons for selection]
Mr. Noboru Takano has been engaged in the management of the Company as Director since June 2011, and isappropriately fulfilling these duties and responsibilities. Additionally, after serving as General Manager of Operations
Planning Office, Domestic Consulting Operations, he currently serves as Representative Director and Executive Vice
President (in charge of technology and Director General of Domestic Consulting Operations), and is appropriately
fulfilling his role in supervision, etc. of the execution of the above business based on his wealth of experience andachievements from engagement in Domestic Consulting Operations since joining the Company. Due to the above, theCompany has continued to designate him as a candidate for Director.
April1979 Joined the Company
June
2004 General Manager of Plant Division, Power Engineering

Company of the Company
June

6

Hiroyuki Akiyoshi(March 11, 1956)

June[Reelection]
June
July
July

2010 Executive Officer of the Company

Deputy Director General of Power Engineering Operations(in charge of electromechanical consultation and new
businesses) of the Company
2012 Director and Executive Officer of the Company
Acting Director General of Power Engineering Operationsand General Manager of Fukushima Works of theCompany
2013 Director General of Power Engineering Operations of theCompany (current position)2015 Director and Managing Executive Officer of the Company
2016 Director and Senior Managing Executive Officer of theCompany (current position)

51,000[Reasons for selection]
Mr. Hiroyuki Akiyoshi has been engaged in the management of the Company as Director since June 2012, and isappropriately fulfilling these duties and responsibilities. Additionally, after serving as General Manager of Fukushima
Works, Power Engineering Operations, he currently serves as Senior Managing Executive Officer (Director General ofPower Engineering Operations), and can be expected to fulfill the duty of further enriching the energy business of theCompany Group, including the small hydroelectric power generation business, in the future. Due to the above, theCompany has continued to designate him as a candidate for Director.

5AprilApril

Takashi Seki
(January 20, 1953)[Reelection]
7

1978 Joined the Company
2005 Deputy General Manager of Local Community Business

Division, International Consulting Company of theCompanyJune2008 General Manager of Local Community Business Division
and General Manager of Sierra Project Office,International Consulting Operations of the Company
April2010 General Manager of Environmental Solution Division,
International Consulting Operations of the Company
June2010 Executive Officer of the Company
July2011 General Manager of Infrastructure Development Division,
International Consulting Operations of the Company
June2012 Deputy Director General of International Consulting
Operations of the Company
July2015 Managing Executive Officer of the Company Director
General of International Consulting Operations of theCompany (current position)
September 2015 Director and Managing Executive Officer of the Company
July2016 Director and Senior Managing Executive Officer of theCompany (current position)

39,000[Reasons for selection]
Mr. Takashi Seki has been engaged in the management of the Company as Director since September 2015, and isappropriately fulfilling these duties and responsibilities. Additionally, after serving as General Manager ofEnvironmental Solution Division and General Manager of the Infrastructure Development Division, International
Consulting Operations, he currently serves as Senior Managing Executive Officer (Director General of International
Consulting Operations), and can be expected to be tasked with business expansion of the Company Group overseas.
Due to the above, the Company has continued to designate him as a candidate for Director.
April1978 Joined the Company
June
2006 General Manager of Logistics & Operations Department

8

Naoki Honjo(July 3, 1954)[Reelection]of International Consulting Company and General
Manager of Corporate Planning Office of the Company
July
2007 General Manager of Logistics & Operations Department
of International Consulting Operations and General
Manager of Business Planning Office of the Company
July
2008 General Manager of Financial & Accounting Departmentof the Company
June
2011 Executive Officer of the Company
Deputy Director General of Corporate Headquarters andGeneral Manager of Financial & Accounting Departmentof the Company
September 2014 Director and Executive Officer of the Company (current
position)
Acting Director General of Corporate Headquarters andGeneral Manager of Financial & Accounting Departmentof the Company
October
2014 Acting Director General of Corporate Headquarters of theCompany
April
2015 Acting Director General of Corporate Headquarters andGeneral Manager of Financial & Accounting Departmentof the Company
July2015 Director General of Corporate Headquarters and General
Manager of Financial & Accounting Department of theCompany
September 2015 Director General of Corporate Headquarters (current
position)

6

34,000[Reasons for selection]
Mr. Naoki Honjo has been engaged in the management of the Company as Director since September 2014, and isappropriately fulfilling these duties and responsibilities. Additionally, after serving as General Manager of the Financial& Accounting Department, he currently serves as Executive Officer (Director General of Corporate Headquarters), andis appropriately fulfilling the role of management and control of the entire Company Group. Due to the above, theCompany has continued to designate him as a candidate for director.
April1983 Joined the Company
April2006 General Manager of Integrated Information Technology

May
Hideyuki Sakunaka(May 1, 1960)[New appointment]
9

April

April
July
OctoberJuly

Department, Metropolitan Area Business Division,
Domestic Consulting Company of the Company
2009 Deputy General Manager of Social Systems Division,
Domestic Consulting Operations of the Company
2011 Deputy General Manager of Infrastructure Development
Division, International Consulting Operations of theCompany
2013 General Manager of Infrastructure Development Division,
International Consulting Operations of the Company
2015 Executive Officer of the Company (current position)2015 Deputy Director General of International Consulting
Operations and General Manager of Infrastructure
Development Division of the Company
2016 Director General of Technology Headquarters of theCompany (current position)

26,155[Reasons for selection]
Mr. Hideyuki Sakunaka has been engaged in business execution of the Company as Executive Officer since July 2015,
and is appropriately fulfilling these duties and responsibilities. Additionally, he currently serves as Director General ofTechnology Headquarters, and is appropriately fulfilling the role of undertaking technology development, which is thecore of all businesses of the Company Group. Due to the above, the Company has designated him as a candidate for
Director.
April
1970 Joined The Mitsubishi Bank, Ltd.
May
1993 General Manager of Singapore Branch of The Mitsubishi

Bank, Ltd.
June

1996 General Manager of Industrial Research Department ofJanuary

1997 General Manager of Sales Screening Department of The

June

1999 Senior Executive Director of The Resolution and

June
June

2001 Senior Executive Director of Chiyoda Corporation
2004 Representative Director and Managing Director of

April

2010 Representative Director and Executive Vice President ofJune2014 Outside Corporate Auditor of The Hyakugo Bank, Ltd.

The Bank of Tokyo-Mitsubishi, Ltd.
Hiizu Ichikawa(December 8, 1946)

Bank of Tokyo-Mitsubishi, Ltd.
Collection Corporation[Reelection][Outside Director]

3,000

Mitsubishi Motors Corporation
10

Mitsubishi Motors Corporation(current position)
September 2014 Director of the Company (current position)[Reasons for selection] (including reasons for designation as a candidate for Outside Director)
Mr. Hiizu Ichikawa has experience in serving as General Manager of the Sales Screening Department of The Bank ofTokyo-Mitsubishi, Ltd. (currently The Bank of Tokyo-Mitsubishi UFJ, Ltd.), in addition to Senior Executive Directorof The Resolution and Collection Corporation, Senior Executive Director of Chiyoda Corporation, and Director andExecutive Vice President of Mitsubishi Motors Corporation. As Outside Director of the Company since September
2014, he has been monitoring the management of the Company Group from an objective viewpoint and wide
perspective based on a wealth of experience as a manager, and the Company has judged that in the future, while
increasing transparency of the Board of Directors of the Company, he is suitable to work toward strengthening
corporate governance. Due to the above, the Company has continued to designate him as a candidate for Outside
Director. Additionally, he currently concurrently serves as Outside Corporate Auditor of The Hyakugo Bank, Ltd..

7

AprilAugust1970 Joined Ministry of International Trade and Industry
2003 Commissioner of Agency for Natural Resources andJune

2004 Vice-Minister for International Affairs of Ministry ofEnergy, Ministry of Economy, Trade and Industry

Kazumasa Kusaka(January 23, 1948)[Reelection][Outside Director]

11

Economy, Trade and Industry
June2007 President of Japan Cooperation Center for the Middle East
February
2008 Special Advisor to the Cabinet
October
2009 Senior Vice President of Mitsubishi Electric Corporation
April
2011 Visiting Professor of Graduate School of Public Policy,
The University of Tokyo (current position)
January
2013 President of The Foundation for International Trade andIndustrial Co-operation (current position)
April
2013 Chairman of Japan Economic Foundation (current
position)
September 2015 Director of the Company (current position)

3,000[Reasons for selection] (including reasons for designation as a candidate for Outside Director)
Mr. Kazumasa Kusaka has experience in serving as Vice-Minister for International Affairs of the Ministry of Economy,
Trade and Industry, in addition to President of the Japan Cooperation Center for the Middle East, Special Advisor to the
Cabinet, and Senior Vice President of the Mitsubishi Electric Corporation, and as Outside Director of the Company
since September 2015, he has been monitoring the management of the Company Group from an objective viewpoint
and wide perspective based on a wealth of experience and knowledge as a manager at the Ministry of Economy, Tradeand Industry, etc. and the Company has judged that in the future, while increasing transparency of the Board of
Directors of the Company, he is suitable to work toward strengthening corporate governance. Due to the above, theCompany has continued to designate him as a candidate for outside director. Additionally, he currently concurrently
serves as Visiting Professor of Graduate School of Public Policy, The University of Tokyo, President of The Foundation
for International Trade and Industrial Co-operation, and Chairman of the Japan Economic Foundation.
(Notes)1. There are no special interests between each candidate for director and the Company.
2. Messrs. Hiizu Ichikawa and Kazumasa Kusaka(1) Messrs. Hiizu Ichikawa and Kazumasa Kusaka are the candidates for Outside Director. Mr. Hiizu Ichikawa currently
serves as an Outside Director of the Company, and the tenure of office as Director will be two years at the closing of
this General Meeting of Shareholders. Additionally, Mr. Kazumasa Kusaka currently serves as an outside director of
the Company, and the tenure of office as Director will be one year at the closing of this General Meeting of
Shareholders.
(2) The Company has designated Messrs. Hiizu Ichikawa and Kazumasa Kusaka as independent officers as stipulated by
the Tokyo Stock Exchange and notified the Exchange to that effect.
(3) Liability limitation agreement
The Company has concluded a liability limitation agreement in accordance with the Companies Act with each of its
Outside Directors. Under these agreements, the limitation of damage liability of each Outside Director shall be thelarger of ¥6 million or the minimum liability amount stipulated by the Companies Act, if such Outside Director has
performed his or her duties in good faith and without gross negligence.
The Company intends to continue the same agreement with both Messrs. Hiizu Ichikawa and Kazumasa Kusaka if
their elections are approved.

8

Proposal 2:

Election of 1 Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Mr. Toshiaki Shimizu will expire at the conclusionof this General Meeting of Shareholders. Accordingly, the election of 1 Audit & Supervisory Board member is
proposed.
The Audit & Supervisory Board has previously given its approval to this proposal.
The candidate is as follows:
Name(Date of birth)

Past experience, positions
and significant concurrent positions
April
April

1977 Joined the Company
2001 Acting General Manager of Sales Department,

July

2001 Acting General Manager of Corporate PlanningJuly

2003 General Manager of Legal & PR Department of the

Number ofshares of theCompany held

International Consulting Operations of the Company
Toshiaki Shimizu(September 12, 1952)[Reelection]

Headquarters of the Company

July
June

34,000Company
2010 General Manager of Internal Auditing Office of theCompany
2013 Audit & Supervisory Board member of the Company(current position)[Reasons for selection]
After serving as Acting General Manager of Corporate Planning Headquarters, General Manager of the Legal andPublic Relations Department, and General Manager of the Operations Audit Office of the Company, Mr. Toshiaki
Shimizu has been auditing the execution of business by Directors as a full-time Audit & Supervisory Board Member
since June 2013, and the Company has judged that this experience and insight qualifies him for the duty of Audit &Supervisory Board Member. Due to the above, the Company has continued to designate him as a candidate for Audit &Supervisory Board Member.
(Note) There are no special interests between the candidate for Audit & Supervisory Board member and the Company.

9Proposal 3:

Election of 1 Substitute Audit & Supervisory Board Member

The effect of election of substitute Audit & Supervisory Board member Hideaki Sudo, who was elected at the
71st Annual General Meeting of Shareholders held on September 29, 2015 shall expire at the beginning of this
General Meeting of Shareholders. In preparation of a shortage in the number of Audit & Supervisory Board
members stipulated in the laws and regulations, the election of 1 substitute Audit & Supervisory Board member
is proposed.
The Audit & Supervisory Board has previously given its approval to this proposal.
The candidate is as follows:
Name(Date of birth)

Past experience, positions
and significant concurrent positions
April

1971 Registered in bar association (The Daini Tokyo Bar

April
April
June

2003 Representative of Tokyo Fuji Law Office
2004 Professor of Nihon University Law School2008 Substitute Audit & Supervisory Board member of the

Number ofshares of theCompany held

Association)
Hideaki Sudo
(July 20, 1944)

May

0

Company, to present
2011 Representative commissioner of Business Rehabilitation
Research Institute2016 Partner of Tokyo Fuji Law Office (current position)

January[Reasons for selection] (including reasons for designation as a candidate for Outside Audit & Supervisory Board
Member)Mr. Hideaki Sudo possesses specialized knowledge regarding overall law including corporate law as an attorney, andthe Company has judged that he can appropriately audit the execution of duties by Directors from an objective and fairstandpoint. Due to the above, the Company has continued to designate him as a candidate for Substitute Audit &Supervisory Board Member.
(Notes)1. There are no special interests between the candidate for Substitute Audit & Supervisory Board Member and the Company.
2. Mr. Hideaki Sudo
(1) Mr. Hideaki Sudo is a candidate for Outside Audit & Supervisory Board Member.
(2) Mr. Sudo satisfies the qualification for the independent officer stipulated by the Tokyo Stock Exchange.
(3) Liability limitation agreement
The Company has concluded a liability limitation agreement in accordance with the Companies Act with each of its
Outside Audit & Supervisory Board Members. Under these agreements, the limitation of damage liability of each
Outside Audit & Supervisory Board Member shall be the larger of ¥6 million or the minimum liability amountstipulated by the Companies Act, if such Outside Audit & Supervisory Board Member has performed his or her duties
in good faith and without gross negligence.
If Mr. Hideaki Sudo assumes office as Audit & Supervisory Board Member, the Company intends to conclude anaforementioned agreement with him as an Outside Audit & Supervisory Board Member.

10

Proposal 4:
Implementation of Reverse Stock Split
1. Reason for reverse stock split
The Japanese Stock Exchanges announced the “Action Plan for Consolidating Trading Units” in a bid tochange the minimum share trading unit of domestic corporations’ common stock listed on the nation’s
Stock Exchanges to 100 shares by October 1, 2018.
As a company listed on the Tokyo Stock Exchange, the Company respects this objective, and at a Boardof Directors held on August 12, 2016, under the condition that approval and resolution for this proposal is
granted, the Company resolved to modify the number of shares constituting one trading unit of theCompany’s stock (sale and purchase unit) from the current 1,000 shares to 100 shares.
Accordingly, with the intent of creating an investment unit level that is considered desirable by stock
exchanges (50,000 yen or more and less than 500,000 yen), the Company shall implement a reverse stock
split for the Company’s stock in the ratio of one share for five shares.
2. Ratio of reverse stock split
Shares of the Company’s stock will be consolidated in the ratio of one share for five shares. If any
fractional shares less than one share are created due to the reverse stock split, such shares shall be sold in a
block or purchased as treasury stock by the Company in accordance with the Companies Act. The said cash
shall be distributed to shareholders who hold fractional shares in proportion to the number of fractional
shares they hold.
3. Effective date for reverse stock split
January 1, 2017
4. Aggregate number of authorized shares for issuance on the effective date
38,000,000 shares
5. Other
The Company requests that other procedural matters that are required be entrusted to the Board of
Directors.
(Note) The share consolidation will result in the total number of issued shares decreasing to one-fifth, but
as the amount of net assets, etc. will not change, the amount of net assets per share will increase fivetimes. As a result, excluding other factors such as changes in the stock market, the asset value of theCompany’s stock will not change.
(Reference)
In line with the stipulations of Article 182, Paragraph 2 and Article 195, Paragraph 1 of the Companies
Act, the Articles of Incorporation will be amended on the effective date of January 1, 2017 without
resolution for partial amendments to the Articles of Incorporation at a General Meeting of Shareholders.
Additionally, the details of the amendments are as follows.
(Underlined parts are amendments.)
Current
Proposed amendment
CHAPTER II SHARESCHAPTER II SHARES(Aggregate number of authorized shares for issuance)(Aggregate number of authorized shares for issuance)

Article 5

Article 5

The Company’s aggregate number ofauthorized shares for issuance shall be
189,580,000 shares.

The Company’s aggregate number ofauthorized shares for issuance shall be
38,000,000 shares.

(Share trading unit)(Share trading unit)

Article 7

Article 7

The Company’s share trading unit shallbe 1,000 shares.

11

The Company’s share trading unit shallbe shall be 100 shares.

Proposal 5:

Continuation of Response Policy for Large-scale Acquisition of Company’s Shares(Anti-Takeover Measures)

The Company first introduced the Response Policy for Large-scale Acquisition of Company’s Shares(Anti-Takeover Measures) through a resolution of the Board of Directors in May 2006, and then continued
this policy after partial revision through a resolution of the Board of Directors in June 2007. Subsequently,
continuation after partial revision was approved by our shareholders at the 63rd Ordinary General Meetingof Shareholders in June 2008, at the 66th Annual General Meeting of Shareholders in June 2011, and the69th Annual General Meeting of Shareholders in September 2013 (the response policy following
continuation based on the resolution of the 69th Annual General Meeting of Shareholders shall hereinafter
be referred to as the “Current Response Policy”). The effective period of the Current Response Policy isuntil the conclusion of this Annual General Meeting of Shareholders.
Following the continuation of the Current Response Policy, the Company has considered whether thepolicy should be continued and whether there is need for revisions from the perspective of maintaining andimproving the Company’s corporate value and ultimately the common interests of shareholders, inconsideration of changes in social and economic conditions. We would like to inform you as follows that it
was decided at the Company’s Board of Directors that was held on August 12, 2016 to partially revise the
Basic Policies for Definition of Those Who Control the Company’s Financial and Business Policy
Decisions (as stipulated in Article 118, Item 3 of the Ordinance for Enforcement of the Companies Act,
hereinafter referred to as the “Basic Policies”) and Special Efforts that are Instrumental to Realization of
Basic Policies, and conditional to the approval of our shareholders at the Annual General Meeting of
Shareholders, to partially revise the contents of the Response Policy (hereinafter, the response policy afterrevisions is referred to as the “Response Policy”) and continue the Response Policy so as not to let
inappropriate person control the decision of Company’s financial and business policy in light of basic
policies for definition of control of the Company. Consequently, the Company requests approval fromshareholders regarding continuation of the Response Policy.
Additionally, at the above-mentioned Board of Directors, all three of the Company’s members of the
Audit & Supervisory Board stated that they agreed to the Response Policy on the condition that the specificimplementation of the Response Policy was conducted appropriately.
Furthermore, please note that as of the date of this Notice of Annual General Meeting of Shareholders,the Company has not received any proposals, etc., for the large-scale acquisition of the Company’s shares.
1. Major revisions
The major revisions based on the resolution of the Board of Directors described above are as follows (inaddition, there have been some modifications and adjustments to the phrasing and wording).
(Basic Policy)(1) Refinement of statements in accordance with the nature of the Company’s business (I below) (Special
Efforts that are Instrumental to Realization of Basic Policy)(2) Addition regarding the establishment of growth targets in long-term management strategy (II 1 below)(3) Statements regarding the enhancement of the corporate governance structure (establishment of a
Nomination and Remuneration Advisory Committee, etc.) (II 2 below)(Response Policy)(4) Establish limit to due date when the Company requests for the provision of additional information froma Large-scale Acquirer (60 days from when information was first received) (III 3 (3) below)(5) Limiting contents of countermeasures to the allotment of share options without contribution (III 4 (1)below)(6) Clearly stated that when conducting an allotment of share options without contribution as acountermeasure, it is not assumed that money will be delivered as consideration for the acquisition of shareoptions held by a Large-scale Acquirer (III 4 (1) below)
2. Reasons for the continuation of Anti-Takeover Measures (Necessity and Reasonableness)
Since the Company gained the approval of its shareholder for the Response Policy and the stability of the
management foundation has been ensured, the Company has been able to focus on strategic business
implementation based on the mid-term management plan and the enhancement of the corporate governancestructure as described in II below (Special Efforts that are Instrumental to Effective Utilization of Assets,
Formation of Appropriate Corporate Group, and Realization of Other Basic Policies), and it has also beenpossible to promote these measures now.
In light of these circumstances, so that the Company can continue fulfilling its fiduciary duty towards
shareholders going forward, the Company believes (1) that, prior to the commencement of the Large-scale12Acquisition of the Company’s shares, it is necessary to provide sufficient information and judgment
materials as necessary to shareholders to determine whether such a Large-scale Acquisition would
contribute to improvements in the Company’s corporate value including the management policy andbusiness plans of the Large-scale Acquirer and the opinion of the Company’s Board of Directors on the
Large-scale Acquisition as stated in III 1 below (Establishment and Concept of Large-scale Acquisition
Rules), and (2) that it is necessary to have opportunities for considering whether to implement
countermeasures to Large-scale Acquisitions to control the risk of damage to the Company’s corporate
value and ultimately the common interests of shareholders by a party that lacks an understanding of thesource of the Company’s corporate value, and that stipulating the appropriate procedures for this end in the
Response Policy would contribute to securing and improving the Company’s corporate value and ultimately
the common interests of shareholders as stated in I below (Basic Policies for Definition of Those WhoControl the Company’s Financial and Business Policy Decisions).
The Company does not reject Large-scale Acquisitions themselves that contribute to improvement in the
Company’s corporate value as described in I below (Basic Policies for Definition of Those Who Control the
Company’s Financial and Business Policy Decisions), and the Company believes that the contents of the
Response Policy are appropriate and reasonable as the requirements and contents of countermeasures are
specific and clear, maximum respect is given to the recommendations of the Special Committee that is
independent from top management regarding the implementation of countermeasures, and there areframeworks for ensuring the objectivity and rationality of judgments by the Company’s Board of Directors
including the ability to hold a General Meeting of Shareholders to confirm the intentions of shareholders as
stated in III 7 below (Arrangements for Enhancing the Rationality of Anti-Takeover Measures) (note thatefforts have been made to make the procedures even clearer through the revisions stated in “1. Major
revisions” above).
3. Details of the Response Policy
The details of the Response Policy are as follows.

13

I. Basic Policies for Definition of Those Who Control the Company’s Financial and Business Policy
Decisions
The Company believes that a party who controls the Company’s financial and business policy decisions should
understand the source of the Company’s corporate value and be able to enable the Company to improve its
corporate value and ultimately the common interests of shareholders in a sustainable manner.
As a party with shares listed on financial instruments exchanges, the Company respects the free trading of its
shares in the market, and it does not indiscriminately reject the Large-scale Acquisition of the Company’s sharesby a certain party as long as it contributes to securing and improving the Company’s corporate value andultimately the common interests of shareholders. The Company believes that it is ultimately up to the decision ofshareholders on whether or not to sell the shares of the Company in response to a Large-scale Acquisition attempt
by a certain party.
However, it cannot be said that parties that may attempt to make a Large-scale Acquisition of the Company’s
shares do not include parties that may not contribute to the Company’s corporate value and ultimately thecommon interests of shareholders, including parties that would clearly damage the Company’s corporate value
and ultimately the common interests of shareholders in consideration of factors such as the purpose of theacquisition, parties that could demand shareholders to sell their shares, parties that could damage relationships oftrusts with stakeholders including customers, employees, and business partners, parties that do not sufficiently
incorporate the Company’s corporate value in purchase conditions, and parties that do not provide sufficient
information for judgments by shareholders.
Since its founding in 1946, the Company, as a business mainly focused construction consulting and electric
power engineering, has been engaged in business related to social capital, and sustainable development in the
future is necessary in consideration of its high impact on public interest and social missions. In addition, theCompany has a good brand recognition based on abundant business experience and accomplishments and has
gained a high level of trust from customers that include national and local government organizations. Our
technical capabilities are supported by the high levels of specialization and broad range of know-how of theGroup’s employees and stakeholders including business partners. We believe that in the management of theCompany, it is essential to deploy business while maintaining and developing trust relationships that have been
fostered with stakeholders in Japan and overseas including customers, employees, and business partners based ona sufficient understanding of the source of the Company’s corporate value, and that contributions to improvements
in corporate value and the interests of shareholders are only possible if these conditions are fulfilled.
In consideration of these circumstances, we believe it is necessary to have a framework for parties attempting to
make a Large-scale Acquisition to provide the necessary and sufficient information for judgments by shareholders
to the Company’s Board of Directors in advance and to only enable the acquisition to begin after a set evaluation
period has passed to enable the forming of a consensus, the examination of plan alternatives, and examination of
the need to implement countermeasures by the Company’s Board of Directors; and we believe that parties that do
not understand the source of the Company’s corporate value attempting to conduct a Large-scale Acquisition thatwould not contribute to the Company’s corporate value and ultimately the common interests of shareholders,
including above examples, are inappropriate as a party who controls the Company’s financial and business policy
decisions, and accordingly that it is necessary to secure the Company’s corporate value and ultimately thecommon interests of shareholders by taking necessary and substantial countermeasures in response to such parties
that are attempting to conduct a Large-scale Acquisition.

14

II. Special Efforts that are Instrumental to Effective Utilization of Assets, Formation of Appropriate
Corporate Group, and Realization of Other Basic Policies

The Company implements the following measures in an effort to continue to improve the corporate value of
the Company and ultimately the common interests of the shareholders over the medium to long term.

1. Strategic business implementation based on the medium to long-term management plan
In February 2015, Nippon Koei Group established a new long-term management strategy (covering six years
from July 2015 to June 2021) in an effort to further enhance the corporate values of the group.
Nippon Koei Group adopted a specific future goal to be pursued by the group in the form of a group vision to"Offer valuable services in creating safe and secure infrastructures and affluent living spaces to open the way tothe future" while maintaining the values expressed and missions pursued in its management philosophy, "Act withintegrity and contribute to society through technology and engineering."
The long-term management strategy is aimed at further promoting the integration of consulting andengineering based on this group vision to ensure continued evolution to becoming a major global business.
In addition, the numeral targets aimed for by the fiscal year ending June 2021 have been clarified as Groupsales of 140 billion yen, operating profit of 14 billion yen, and ROE of 10%.
To realize this long-term management strategy, Nippon Koei Group determined the three years from July 2015
to June 2018 as an important period of preparation for taking large strides in the future and thus established the"Mid-Term Management Plan NK-AIM" in which “A” stands for Advance in the world, “I” stands for Intensify
in Japan, and “M” stands for demonstrating Merit. In addition, the contents of the mid-term management plan
were partially revised in June 2016 to respond to changes in the circumstances.
The mid-term management plan, based on the basic policies of “sustainable growth of three major business
operations,” “creation and expansion of new business,” and “autonomy and coordination” is aimed at achieving
three priority issues: “further advancement of global expansion,” “further expansion of business coverage andimproved profitability by intensifying major businesses,” and “demonstration of the merit of comprehensive
technical capabilities for the creation of new business fields.”
To realize these issues, Nippon Koei Group will actively pursue common group-wide policies: “developmentof next-generation core technologies and further improvement of productivity,” “strengthening of retention anddevelopment of human resources,” and “facilitation of collaboration and enhancement of corporate
governance.”
An overview of the long-term management strategy and the mid-term management plan (including
performance targets for each fiscal year) is disclosed on the Company’s website.

2. Enhancement of Corporate Governance System
The Company’s basic stance is to further raise the corporate value of the Company and its group companies byreinforcing the supervisory functions in the management organization, ensuring transparency, and establishingan organization for prompt business execution in pursuit of improving of corporate governance.
In terms of organizational design, a company with an Auditor’s Board (and a Board of Directors and an
accounting auditor) system has been selected. In addition, efforts have been made to improve the fairness andtransparency of management through the establishment of a Nomination and Remuneration Advisory
Committee including independent officers as members, and to clarify responsibilities and speed up decision
making through the separation of the surveillance and control function of management and the business15

execution functions through a system of executive officers.

In addition, the Board of Directors has clarified the corporate governance structure and released
the Basic Policy on Corporate Governance on the Company’s website in order to fulfill its
accountability towards shareholders.
(Board of Directors and Nomination and Remuneration Advisory Committee)
The Company’s Board of Directors recognizes its basic duty as supervising the management team and working
to improve profitability and capital efficiency after developing a medium to long-term strategy in order toachieve sustainable growth and improvements in medium to long-term corporate value in consideration of its
fiduciary duty and accountability towards shareholders.
The outside directors that compose the Board of Directors (currently two directors have been notified to theTokyo Stock Exchange as independent officers) shall supervise the Company’s management from objective
perspectives and broader points of view in order to increase the transparency of the Board of Directors andimprove corporate governance.
Furthermore, a Nomination and Remuneration Advisory Committee including independent officers as
members has been established to improve the fairness and transparency of management, and this committee
reports to the Board of Directors after deliberating personnel and remuneration matters, etc. involving directors.
(Board of Executive Officers)
The system of executive officers was introduced to separate the surveillance and control functions ofmanagement and the business execution functions, thereby reinforcing the surveillance and control functions
and establishing a new system for faster decision-making and well-defined responsibilities. The Board of
Executive Officers is composed of the President and executive officers, and it conducts regular monitoring on
matters including the implementation status of concrete measures related to the annual business plan and the
mid-term management plan.

(Audit & Supervisory Board)
The Company has an Audit & Supervisory Board completely composed of audit & supervisory board membersthat determines the audit policy, audit plan, audit method, role of audit work, and other matters deemednecessary for audit & supervisory board members to fulfill their duties, and it works to achieve effective audits
through means such as receiving reports on the status of the execution of duties by each audit & supervisoryboard member.
(Internal Audit)
In the internal audit, the Internal Auditing Office shall audit the internal control system and business operation
systems in accordance with the internal audit regulations and report the internal audit results to the President.
The President shall notify the findings made in the said audit and give instructions on what to do to thedepartment that was audited as required. Also, the Internal Auditing Office shall have periodical liaison
committees with Audit & Supervisory Board members including outside audit & supervisory board members.
(Risk Management System)
The Integrated Risk Management Council composed of the President and other officers exercises control on
the promotion of risk management in general, while this council and its underlying committees that include theSafety and Health & Environment Committee and the Internal Control over Financial Reporting Committee
assess, evaluate, respond to, and prevent risks companywide, and report on material risks to the Board of
Directors as appropriate.

16III. System for Preventing Persons Deemed Inappropriate According to Basic Policies fromControlling Decisions on Financial and Business Policies of the Company (Response Policy forLarge-scale Acquisition of Company’s Shares）
1. Establishment and Concept of Large-scale Acquisition Rules
The Company is continuously conducting IR activities to ensure understanding of proper values of its corporateshares by the shareholders and investors. When a Large-scale Acquisition occurs unexpectedly, however, it isessential that appropriate and sufficient information is provided both by the Large-scale Acquirer and the Board of
Directors to allow the shareholders to adequately judge in a short period of time whether to accept the purchaseproposal of the Large-scale Acquirer.
For example, the details of management policies and business plans that the Large-scale Acquirer is thinking ofadopting when it participates in the management of the Company, including the influences of the said Acquisitionon the Company and the policies about the relationship between the Company and the stakeholders such as its
employees, affiliate companies, clients, and business partners, will be important information for the considerationof shareholders. Likewise, what sort of opinions the Board of Directors of the Company has about such
Large-scale Acquisition is also considered to serve as important information for decision-making for shareholders.
The Board of Directors, after taking the above conditions into consideration, believes that, in response to a
Large-scale Acquisition of the Company’s shares, a party who intends to conduct such Acquisition should provide
necessary and sufficient information for decision-making by the shareholders before the Acquisition.
The Board of Directors, after such information is provided, shall promptly start examining its opinions about thesaid Acquisition carefully while referring to advice from independent outside experts and advice, opinions, orrecommendations from the Special Committee (defined in Section 2 below) to formulate and disclose opinions.
The Board of Directors shall negotiate with the party who conducts the said Acquisition about improvement of its
proposal and present an alternative proposal to the shareholders, as required.
Through such a process, the shareholders will be able to examine any proposal made by the party who conducts
the Large-scale Acquisition and alternatives to them (if any provided) while referring to opinions of the Board of
Directors and will be able to determine their final acceptance or non-acceptance appropriately.
Based on the stance above, the Company’s Board of Directors established some rational rules about the supply of
information in advance (hereinafter referred to as “Large-scale Acquisition Rules”) as described in Section 3
below.
2. Establishment of Special Committee
The Company shall establish a special committee (hereinafter referred to as the “Special Committee”) in order tomaintain the objectivity and rationality about the progress of a series of procedures in accordance with theLarge-scale Acquisition Rules; maintain the objectivity and rationality of decisions required to take measuresdeemed appropriate to protect the common interests of the shareholders; and prevent arbitrary application of theLarge-scale Acquisition Rules by the Board of Directors. The Special Committee shall consist of at least threemembers who are appointed from the Company’s outside directors and outside audit & supervisory board
member (including substitutes) or outside experts (business managers with abundant management experience,ex-government officials, experts from the investment banking sector, lawyers, certified public accountants,
academic experts with specialty in the Companies Act, or equivalent persons) all of whom are independent
from the top management who execute the operation of the Company to ensure fair and unbiased
decision-making.
The names and career summaries of the Special Committee members are shown in Attachment 1. The Rules

17

of the Special Committee are outlined in Attachment 2.
The Company’s Board of Directors shall, before implementing countermeasures, inquire of the Special
Committee whether the countermeasures should be implemented. The Special Committee shall evaluate andexamine carefully the Large-scale Acquisition from the viewpoint of enhancing the corporate value of theCompany and the common interests of the shareholders and give the Board of Directors a recommendation onwhether it is appropriate for the countermeasures to be implemented. The Board of Directors shall determine
whether or not to implement countermeasures after assigning maximum respect to the recommendation given by
the Special Committee. The Board of Directors will determine whether or not to implement countermeasures after
assigning maximum respect to the recommendation given by the Special Committee. As to the content of arecommendation given by the Special Committee, its overview and other matters deemed appropriate by the
Board of Directors shall be disclosed in due time according to the laws and regulations about timely
disclosure and Financial Instruments Exchange Rules.
To ensure that the Special Committee makes decisions instrumental to the corporate value of the Company
and the common interests of the shareholders, the Special Committee may obtain advice from independent
outside experts (such as financial advisors, certified public accountants, lawyers, consultants, and otherexperts) at the charge of the Company.
3. Description of Large-Scale Acquisition Rules
The Large-scale Acquisition Rules established by the Board of Directors require 1) a party who intends toacquire a certain large number of shares to 2) provide the Board of Directors in advance a Letter of Intent (definedin Section (2) below) and other necessary and sufficient information and 3) Start the Acquisition only after acertain length of period of assessment by the Board of Directors elapses. The details are as follows:(1) Application target
The Large-scale Acquisition Rules apply to a party who intends to conduct the acquisition of the Company’s
shares or other securities (Note 3) with the aim of making the ratio of voting rights (Note 2) of a specific group ofshareholders (Note 1) twenty percent (20%) or more, or the acquisition of the Company’s shares and othersecurities by a specific group of shareholders in which, as a consequence, the ratio of voting rights of the specificgroup of shareholders becomes twenty percent (20%) or more (in either case, excluding acquisitions upon which
the Board of Directors has agreed in advance and regardless of specific acquisition methods such as market
dealings and takeover bids). This way of acquisition intended to conduct by the said party (hereinafter referred
to as a “Large-scale Acquirer”) is hereinafter called the “Large-scale Acquisition”.

(2) Submission of Letter of Intent
A Large-scale Acquirer, when intending to conduct Large-scale Acquisition, shall submit to the representative
directors of the Company a letter of intent specifying in Japanese the Large-scale Acquirer’s name, address,
governing law of incorporation, name of its representative, contact address in Japan, outline of the proposed
Large-scale Acquisition, and agreement of compliance with the Large-scale Acquisition Rules (hereinafterreferred to as a “Letter of Intent”).
The submission of a Letter of Intent by the Large-scale Acquirer shall be disclosed in due time by the Company
according to the laws and regulations about timely disclosure and Financial Instruments Exchange Rules.
(3) Supply of information
The Company shall, within ten business days of the receipt of such Letter of Intent, deliver a list of information18

to be supplied by the Large-scale Acquirer initially. The Large-scale Acquirer shall supply, in a written form,
necessary and sufficient information for decision-making by the shareholders and opinion formation by the Boardof Directors (hereinafter referred to as the “Necessary Information”). The specific content of the Necessary
Information depends on the attributes of the Large-scale Acquirer and the nature of the Large-Scale Acquisition.
However, general matters of the Necessary Information are as follows:i.Details of the Large-scale Acquirer and its group companies (including joint holders, persons in special
relationship, partners [in the case of a fund], and other members.) The details include such information as thename of the Large-scale Acquirer, names and career histories of directors, description of business, capitalcomposition, composition of finances, and experience of similar businesses to the Group (including the Company;
the same shall apply hereinafter).
ii. Purpose, method and description of the Large-scale Acquisition (including the amounts and types of prices
in the Large-scale Acquisition, timing of the Large-scale Acquisition, structure of related transactions,
legality of the method used for the Large-Scale Acquisition, feasibility of the Large-scale Acquisition and, inthe case of partial acquisition, how the upper limit is set for the number of shares to be acquired and the planfor changes to be made in the capital composition.)
iii. The basis of calculation of the acquisition price in the Large-scale Acquisition (facts used as thepremises of calculation, calculation method, numerical information used for calculation, and outline ofsynergies expected to occur due to a series of transactions related to the Large-scale Acquisition.)
iv. Evidence for sufficient funds for the Large-scale Acquisition (including the specific names of providersof funds [including substantial providers], fund raising methods, and description of related transactions.)
v. Assumptions to be realized after the Large-scale Acquirer participates in the management of the Company,
such as the manager candidate to be appointed (including such information as the experience of similarbusinesses to the Group), management policies, business plans, financial plans, capital policies, dividend
policies, and measures for utilizing the assets.
vi. Presence and description of changes intended to be made after the completion of the Large-scale Acquisitionin the relationships that the Group has with the business partners, communities, and employees of the Group,and other stakeholders related to the Group.
vii. Other matters similar to the previous articles deemed reasonably necessary by the Board of Directors andSpecial Committee.
The Board of Directors, from the viewpoint of prompt application of the Large-scale Acquisition Rules, may set
a due date on the supply of information by the Large-scale Acquirer. However, the time limit may be extended

if the Large-scale Acquirer requests to extend it for rational reasons.
If, after the initially supplied information is examined carefully while referring to opinions and advice of theSpecial Committee and independent outside experts, the initially supplied information is found insufficient toappropriately judge the impacts of the Large-scale Acquirer’s proposal on the corporate value of the Company
and the common interests of the shareholders, the Board of Directors shall request the Large-scale Acquirer to19

supply additional information by a reasonable due date specified as required until all the Necessary Information
is supplied (however, up to 60 days starting from the initial receipt of the Necessary Information).

The Board of Directors, when concluding that the supply of the Necessary Information is completed,shall notify this fact to the Large-scale Acquirer and disclose this fact in due time according to the laws andregulations about timely disclosure and Financial Instruments Exchange Rules.
If, in response to the request by the Board of Directors for additional supply of the Necessary Information, theLarge-scale Acquirer gives rational explanation about the difficulty of supplying part of the said information,
the negotiation with the Large-scale Acquirer about information supply may be finished and the evaluation by
the Board of Directors may be started as described in Section (4) below despite the lack of part of the Necessary
Information required by the Board of Directors.
The Necessary Information supplied to the Board of Directors, if deemed necessary for decision-making by
shareholders, shall be disclosed in whole or in part at a time deemed appropriate.
(4) Assuring Period for Examination
The Board of Directors, after the supply of the Necessary Information to the Board of Directors iscompleted, should be allowed 60 days (in the case of the purchase of all the Company’s shares by a cash
take-over bid [yen]) or 90 days (in the case of any other Large-scale Acquisition) starting from the day thatthe completion of the supply of the Necessary Information is notified to the Large-scale Acquirer, dependingon the difficulty of assessment of the Large-scale Acquisition, as the period during which it will assess,examine, negotiate, form opinions, and plan alternatives (hereinafter referred to as the “Board Assessment
Period”). Accordingly, the Large-scale Acquisition may be commenced only after the Board Assessment Period
has elapsed.
However, the Special Committee may recommend an extension of the Board Assessment Period to theBoard of Directors if it is reasonably required by the Special Committee to judge whether thecountermeasures should be implemented. In this case, the Board of Directors may extend the Board
Assessment Period by 30 days at the maximum. The Board of Directors, after resolving an extension of theBoard Assessment Period, shall notify the period and reason of extension to the Large-scale Acquirer anddisclose the period and reason of extension in due time according to the laws and regulations about timely
disclosure and Financial Instruments Exchange Rules.
During the Board Assessment Period, the Board of Directors shall thoroughly examine and assess the provided
Necessary Information while receiving advice from independent outside experts and other persons and assigningmaximum respect to the advice, opinions, or recommendations given by the Special Committee and carefully
form and disclose its opinion. The Board of Directors may negotiate with the Large-scale Acquirer in order toimprove the terms of the said Large-scale Acquisition or it may offer alternatives to shareholders, as required.
4. Response Policies Adopted by the Company When Large-scale Acquisition is Conducted(1) If the Large-scale Acquirer complies with the Large-scale Acquisition Rules
If the Large-scale Acquirer complies with the Large-scale Acquisition Rules, the Board of Directors, even when
adopting an opposing position to the said Large-scale Acquisition, shall simply attempt to persuade theshareholders by expressing dissenting opinions about the said Large-scale Acquisition and/or offering alternatives
and shall not implement countermeasures for the Large-scale Acquisition in principle. It is up to theshareholders to determine whether or not to accept an acquisition proposal from the Large-scale Acquirer after
considering the said acquisition proposal and the Company’s opinions and alternatives to the acquisition proposal.
However, if the said Large-scale Acquisition is deemed to significantly impair the corporate value of the20Company and ultimately the common interests of the shareholders (deemed to be an acquisition that impairs thecorporate value [Note 4]), even if the Large-scale Acquisition Rules are complied with, the Board of Directors
may, based on the duty of care by the directors, conduct an allotment of share options without contribution as
countermeasures against the Large-scale Acquisition (hereinafter referred to as “Countermeasures”) to protect theinterests of the shareholders.
Attachment 3 shows the outline of allotment of share options without contribution as Countermeasures. In theevent that the Board of Directors actually elects to conduct allotment of share options without contribution for thispurpose, the Company may set the conditions in consideration of the effectiveness thereof as a countermeasure,
such as not allowing the exercise of share options held by a person or a company belonging to a specific group ofshareholders holding a certain percentage of the total voting rights or issuing share options subject to call whichallow the Company to acquire share options in exchange for the Company’s shares. However, it is not assumed
that money will be delivered as consideration for the acquisition of share options held by a Large-scale Acquirer.

(2) If the Large-scale Acquirer does not comply with the Large-scale Acquisition Rules
If the Large-scale Acquirer does not comply with the Large-scale Acquisition Rules, the Board of Directors may
implement the Countermeasures against the Large-scale Acquisition regardless of the specific acquisition method
in order to protect the corporate value of the Company and ultimately the common interests of the shareholders.
Note that the Board of Directors shall judge whether the Large-scale Acquisition Rules are observed in reasonableconsideration of the circumstances of the Large-scale Acquirer and shall not conclude non-compliance of theLarge-scale Acquisition Rules just because part of the Necessary Information is not submitted.

5. Procedures of Implementation and Cancellation of Countermeasures(1) Procedure of Implementation of Countermeasures
The Board of Directors shall conduct the procedure below as a premise for determining whether theCountermeasures should be implemented pursuant to Sections 4 (1) and 4 (2) above to ensure fairness of adecision to be made.
First, the Board of Directors, as a premise for implementing the Countermeasures, shall inquire of the Special
Committee whether the Countermeasures should be implemented or not. The Special Committee, in response tothis inquiry, shall submit to the Board of Directors a recommendation on whether the Countermeasures shouldbe implemented or not. If required, the Special Committee may make a recommendation that a General Meetingof Shareholders should be held to confirm the intent of the shareholders about the implementation of theCountermeasures in advance (hereinafter referred to as the “Intent Confirmation Meeting”).
The Board of Directors, when receiving the recommendation from the Special Committee, shall decide whether
or not to implement the Countermeasures based on the Necessary Information and advice obtained from outside
experts and other persons by carefully examining the Large-scale Acquirer, the specific details of theLarge-scale Acquisition, and possible impacts of the Large-scale Acquisition on the corporate value of theCompany and the common interests of shareholders and assigning maximum respect to the recommendation madeby the Special Committee.
The Board of Directors, before resolving to implement the Countermeasures, may hold an Intent Confirmation
Meeting (i) if the Special Committee makes a recommendation to hold the Intent Confirmation Meeting on theimplementation of the Countermeasures or (ii) if the Board of Directors decides based on the duty of care that it isappropriate to confirm the intent of the shareholders in consideration of time and other factors required to hold theIntent Confirmation Meeting.
The Board of Directors shall comply with the resolution of the Intent Confirmation Meeting if it is held. If the21

Board of Directors decides to hold the Intent Confirmation Meeting, the Large-scale Acquirer may not start theLarge-scale Acquisition until the intent of the shareholders is confirmed and the Intent Confirmation Meeting
adopts a resolution on whether or not to implement the Countermeasures.
The Board of Directors, after deciding to implement the Countermeasures or to hold the Intent Confirmation
Meeting, shall disclose the relevant information and matters deemed appropriate by the Board of Directors in duetime according to the laws and regulations about timely disclosure and Financial Instruments Exchange Rules.

(2) Cancellation of implementation of Countermeasures
The Board of Directors, even after deciding to implement the Countermeasures, may decide to cancel theimplementation of the Countermeasures or change the content of the Countermeasures while assigningmaximum respect to the opinion or recommendation of the Special Committee if the Board of Directors
decides that the implementation of the Countermeasures is no longer suitable because, for example, there is achange in the status quo on which the resolution is based or the Special Committee withdraws therecommendation to implement the Countermeasures. For example, after deciding to accept an allotment ofshare options without contribution, the Board of Directors may cancel the implementation of the Countermeasuresin either of the following ways if it decides that the implementation of the Countermeasures is not appropriate
because the Large-scale Acquirer withdraws or changes the Large-scale Acquisition after determination ofshareholders who may receive share options: Up to the day previous to when the allotment of share options
without contribution becomes effective, the Board of Directors may cancel the allotment of share options without
contribution after receiving a recommendation of the Special Committee. After the allotment of share options
without contribution becomes effective and up to the day before the share options may be exercised, the Board of
Directors may decide that the Company acquires the said share options without contribution (causing theshareholders to lose them) after receiving a recommendation of the Special Committee.
Any decision made by the Board of Directors to cancel or change the implementation of theCountermeasures shall be disclosed in due time according to the laws and regulations about timely disclosureand Financial Instruments Exchange Rules.
6. Effective Period, Abolishment, and Change of the Response Policy
The Response Policy shall take effect when approved by the shareholders at this Ordinary General Meetingof Shareholders and shall remain effective for three years from the day of the said Meeting (effectively, until
the conclusion of the Company’s last Ordinary General Meeting of Shareholders held within three businessyears).
The Response Policy, even before the expiry of its effective period, may be abolished at any time by aresolution of the Company’s General Meeting of Shareholders or the Board of Directors.
The Board of Directors shall review the Response Policy as the need arises and take appropriate measuresin due time as required from the viewpoints of assuring and enhancing the corporate value and common
interests of the shareholders in anticipation of future revision of laws and ordinances, trends of judicial
decisions, and response of the financial instruments exchanges and other public organizations.
As a rule, any change of the Response Policy shall take effect when approved by a resolution of theCompany’s General Meeting of Shareholders. However, any change in the Response Policy may only bemade by a resolution of the Company’s General Meeting of Shareholders as long as it does not cause
disadvantages to owners of the Company’s shares and other securities or persons who intend to acquire theCompany’s shares and other securities. If the creation or abolition of a law causes a change in a legal
provision or term quoted in the Response Policy, the applicable legal provision or term quoted in the22Response Policy may be read, as required, for a new provision or legal term after the change even without aresolution of the Company’s General Meeting of Shareholders or Board of Directors as long as it does notcontradict the purpose of quotation in the Response Policy.
7. Arrangements for Enhancing the Rationality of Anti-Takeover Measures(1) Fulfillment of requirements in guidelines on Anti-Takeover Measures
The Response Policy fulfills the three principles prescribed in the “Guidelines Regarding Takeover Defense
for the Purposes of Protection and Enhancement of Corporate Value and Shareholders’ Common Interests ”
set forth by the Ministry of Economy, Trade and Industry and the Ministry of Justice as of May 27, 2005.
(namely, Principle of Ensuring and/or Increasing the Corporate Value and the Common Interests ofShareholders, Principle of Practicing Prior Disclosure and Seeking Shareholders’ Consent and Principle of
Ensuring Necessity and Suitability). The Response Policy is designed based on the “Way of Takeover
Defense Measures in Consideration of Recent Changes in Various Environments” set forth by the Corporate
Value Study Group, an organization set up in the Ministry of Economy, Trade and Industry, as of June 30,
2008.
(2) Purpose of ensuring and/or increasing the common interests of Shareholders
The Response Policy specifies in advance the requirements and details of the Large-scale Acquisition Rules thata Large-scale Acquirer must observe and the Countermeasures that the Company may implement to allow theshareholders to appropriately determine whether or not to accept an acquisition proposal in the Large-scale
Acquisition and prevent an obvious infringement of the corporate value of the Company and the common interestsof the shareholders, with an aim of ensuring and/or increasing the corporate value of the Company and thecommon interests of the shareholders, and does not aim to maintain the position of the Company’s executives.
The Board of Directors believes that the details of the Large-scale Acquisition Rules and the requirements anddetails of the Countermeasures are rational for the purpose of ensuring and/or increasing the corporate value of theCompany and the common interests of the shareholders and do not unduly restrict a Large-scale Acquisition
instrumental in ensuring and/or increasing the corporate value of the Company and the common interests of theshareholders.
(3) Prior disclosure
The Board of Directors believes that all the details of the Large-scale Acquisition Rules and the requirements
and details of the Countermeasures in the Response Policy are specific and clear and offer sufficient predictability
to the shareholders, investors, and Large-scale Acquirers.
(4) Emphasis on seeking shareholders’ content
The Company assumes that the Response Policy takes effect only when approved by the shareholders at
this Ordinary General Meeting of Shareholders in order to confirm the intent of the shareholders.
The Board of Directors, in case of need, may convene the Intent Confirmation Meeting to confirm the intent
of the shareholders on whether or not to implement the Countermeasures.
Furthermore, the Response Policy shall remain effective until the conclusion of the Company’s lastOrdinary General Meeting of Shareholders held within three business years and, even before the expiry of
the effective period, may be abolished by a resolution of the Company’s General Meeting of Shareholders or
the Board of Directors. Any change in the Response Policy takes effect only when approved by a resolutionof the Company’s General Meeting of Shareholders in principle.

23

Therefore, the Board of Directors believes that any decision to continue, abolish, or change the
Response Policy reflects the intent of the shareholders through a resolution of the General Meeting of
Shareholders.
(5) Ensuring of objectivity and rationality of decisions made by the Board of Directors
The Response Policy defines objective and clear requirements for implementing the Countermeasures inorder to eliminate as much as possible the room for an arbitrary decision made by the Board of Directors tointervene in a decision on whether or not the requirements for implementation are met.
Furthermore, the Company has established the Special Committee as an independent organization from the
top management of the Company. As a premise for implementing the Countermeasure, the Board of
Directors shall inquire of the Special Committee whether or not the Countermeasures should be implemented
and decide whether or not to implement the Countermeasures while assigning maximum respect to therecommendation of the Special Committee.
Therefore, it believes that the Response Policy provides a sufficient arrangement to secure the objectivity
and rationality of a decision to be made by the Board of Directors when it implements the Countermeasures.
(6) Acquisition of opinions of third-party experts
When a Large-scale Acquirer appears, the Special Committee may obtain advice from independent outside
experts (such as financial advisors, certified public accountants, lawyers, consultants, and other experts) at
the charge of the Company. This is an arrangement to further ensure the fairness and objectivity of decisions
to be made by the Special Committee.
(7) Not a dead-hand or slow-hand takeover defense measure
The Response Policy may be abolished by a resolution of the Company’s General Meeting of
Shareholders or a resolution of the Board of Directors composed of directors elected by the Company’s
General Meeting of Shareholders. Namely, the Board of Directors composed of directors appointed by aparty who has acquired a large volume of the Company’s shares or other securities and elected by theGeneral Meeting of Shareholders may abolish the Response Policy. Therefore, the Response Policy is nota dead-hand takeover defense measure (a takeover defense measure that may not be abolished or suspended
even if the General Meeting of Shareholders adopts a resolution for replacing a majority of the members of
the Board of Directors). Since the term of the Company’s directors is one year, the Response Policy is nota slow-hand takeover defense measure, either (a takeover defense measure that does not allow to replace at atime all the members of the Board of Directors and therefore takes the Large-scale Acquirer a long period oftime to prevent the implementation of the

Response Policy).

8. Influence on Shareholders and Investors, etc.
(1) Influence of the Large-scale Acquisition Rules on shareholders and investors, etc.
The Large-scale Acquisition Rules are aimed at ensuring that shareholders receive information necessary to
determine whether or not to accept the Large-scale Acquisition, know opinions of the Board of Directors that is incharge of the Company’s management at that moment, and have opportunities to be presented with alternatives.
The Board of Directors believes that, under the Large-scale Acquisition Rules, the shareholders will be able to
make appropriate decisions, using sufficient information, as to whether or not to accept the Large-scale
Acquisition, whereby the corporate value of the Company and the common interests of the shareholders will beprotected. Therefore, the Board of Directors believes that the establishment of the Large-scale Acquisition Rules24

is beneficial to the interests of the shareholders and investors.

(2) Influence of the Implementation of the Countermeasures on shareholders and investors, etc.
If the Large-scale Acquirer does not comply with the Large-scale Acquisition Rules or, although it complies with
the Large-scale Acquisition Rules, the said Large-scale Acquisition is deemed to impair the corporate value of theCompany, the Board of Directors may implement the Countermeasures in order to protect the corporate value of
the Company and the common interests of the shareholders. Due to the workings of a countermeasure, however, it
is not assumed that such a countermeasure causes any specific legal or economic damage or loss to theCompany’s shareholders other than a specific group of shareholders including the Large-scale Acquirer (except
the Large-scale Acquirer who violates the Large-scale Acquisition Rules). The Board of Directors, when
deciding to implement the Countermeasures, shall make appropriate disclosure in due time according to therelevant laws and Financial Instruments Exchange Rules.
If the allotment of share options without contribution is conducted as the Countermeasures, the shareholders who
are listed or recorded in the latest register of shareholders as of the allotment date do not need to apply for shareoptions but will automatically become share option holders as of the effective date of the said allotment of shareoptions without contribution.
The shareholders who received share options due to the allotment of share options without contribution may
acquire the Company’s common shares during the exercise period by contributing an amount of assets separately
determined by the Board of Directors. For those shareholders who do not exercise their share options during theexercise period, their share options will expire upon the finishing of the exercise period, and the exercise of shareoptions by other shareholders will dilute their shareholding. If there is a call provision that the Company may

acquire share options and issue the Company’s shares in exchange for them and the Company decides to
conduct the acquisition procedure, however, the shareholders who own share options to be acquired will
receive the Company’s shares without any monetary payment and therefore will not suffer any loss inparticular. In this case, the said shareholders may be requested to submit a written conformation in the
Company’s prescribed form including a pledge that such shareholder is not a person or a company belonging
to a specific group of shareholders including the Large-scale Acquirer.
The Board of Directors, after resolving to implement the allotment of share options without contribution andconducting the procedure defined in Section 5 (2) above, may implement the following measures: Up to theeffective date of the allotment of share options without contribution, the Board of Directors may cancel theallotment of share options without contribution; After the effective date of allotment of share options without
contribution and up to the day previous to when the share options may be exercised, the Board of Directors may
acquire without contribution the share options that have been allotted without contribution. In these cases, dilutionof the share value per share does not occur, and the investors who conduct trading of shares on the presumption ofsuch dilution may suffer loss due to changes in share prices.
Note 1: A specific group of shareholders refers to:(i) a holder (defined in Paragraph 1 of Article 27-23 of the Financial Instruments and Exchange Act,
including a person deemed as a holder pursuant to Paragraph 3 thereof; hereinafter the same) of shares andother securities of the Company (defined in Paragraph 1 of Article 27-23 of the said act) and any joint
holders (defined in Paragraph 5 of Article 27-23 of the said act, including a person deemed as a joint holder
pursuant to Paragraph 6 thereof; hereinafter the same), or (ii) a person or a company who makes a purchase(defined in Paragraph 1 of Article 27-2 of the said act, including a purchase made on a financial instruments
exchange market) of shares and other securities of the Company (defined in Paragraph 1 of Article 27-2 of25

the said act) and any specially related parties (defined in Paragraph 7 of Article 27-2 of the said act;
hereinafter the same).
Note 2: The ratio of voting rights refers to:(i) in the case of note 1(i) above, the shareholding ratio (defined in Paragraph 4 of Article 27-23 of the
Financial Instruments and Exchange Act) of the holder (including the number of shares (defined in the saidParagraph; hereinafter the same) held by any joint holders of the said holder) or (ii) in the case of note 1(ii)above, the sum of the shareholding ratio (defined in Paragraph 8 of Article 27-2 of the said act) of thepurchaser and its specially related parties. In the calculation of shareholding ratios, the total number ofvoting rights (defined in Item 1, Paragraph 8 of Article 27-2 of the said act) and the total number of issued
shares may be decided by referring to the annual financial report, the quarterly report, or the share buyback
report of the Company, whichever is submitted to the authorities the most recently.
Note 3: Shares and other securities refer to:
Shares and other securities defined in Paragraph 1 of Article 27-23 of the Financial Instruments andExchange Act.
Note 4: Acquisition that impairs the corporate value refers to:
Acquisition deemed to significantly impair the corporate value of the Company and ultimately the common
interests of shareholders. Specifically, any acquisition deemed to belong to one of the following types [1] to [8] isconsidered in principle to be the acquisition that impairs the corporate value.
[1] The purpose of acquisition of shares is deemed to be to drive up the share price and have those sharespurchased by a stakeholder of the Company despite the lack of will to actually participate in the managementof the Company.
[2] The purpose of participation in the business management of the Company is deemed to be to conduct
so-called “scorched-earth management” by, for example, transferring the rights necessary for the business
management of the Company, such as the intellectual properties, know-how, confidential businessinformation, main business partners and customers, etc., to the Large-scale Acquirer and its groupcompanies.
[3] The intent of the Large-scale Acquirer is deemed to be to appropriate the Company’s assets to secure or
pay off the debts of the Large-scale Acquirer or its group companies and other related parties after gaining
control of the management of the Company.
[4] The purpose of participation in the business management of the Company is deemed to be mainly totemporarily control the Company’s management to bring about the disposal of high-value assets that have nocurrent relevance to the Company’s business and declaring temporarily high dividends from the profits of thedisposal, or selling the shares at a high price taking advantage of the opportunity afforded by the sudden risein share prices created by the temporarily high dividends.
[5] The acquisition conditions proposed by the Large-scale Acquirer (including but not limited to theacquisition price amount, type, details, timing, method, legality, and feasibility) are recognized, based onreasonable grounds, to be significantly insufficient or inappropriate in comparison with the corporate valueof the Company.
[6] The method of acquisition of the Company’s shares proposed by the Large-scale Acquirer is deemed tobe likely to restrict the shareholders’ opportunity and freedom to make decisions, such as oppressive
two-stage acquisition (in which the Large-scale Acquirer first acquires shares, whereby no solicitations for26

acquiring all the shares are made and, in the second stage, sets disadvantageous acquisition conditions ordoes not make them explicitly clear to make a takeover bid), whereby shareholders may essentially be forced
to sell their shares of the Company.
[7] The acquisition of controlling rights by the Large-scale Acquirer is deemed, based on reasonable grounds, tobe likely to damage the relationships with shareholders, customers, employees, business partners, and otherstakeholders and thus significantly damage the corporate value of the Company or significantly prevent
maintenance or increase of the corporate value of the Company.
[8] The Large-scale Acquirer is deemed, based on reasonable grounds, to be ill suited as a controllingshareholder of the Company from the perspectives of good public order and customs.
End27

Attachment 1
Names and Career Summaries of Special Committee Members
The names and career summaries of the Special Committee members are as follows:
Name: Hiizu ICHIKAWA
Date of birth: December 8, 1946
Career summary
April 1970 Joined the Mitsubishi Bank, Ltd.
May 1993 General Manager of Singapore Branch of The Mitsubishi Bank, Ltd.
June 1996 General Manager of Industrial Research Department of The Bank of Tokyo-Mitsubishi, Ltd.
January 1997 General Manager of Sales Screening Department of The Bank of Tokyo- Mitsubishi, Ltd.
June 1999 Senior Executive Director of The Resolution and Collection Corporation
June 2001 Senior Executive Director of Chiyoda Corporation
June 2004 Representative Director and Managing Director of Mitsubishi Motors Corporation
April 2010 Representative Director and Executive Vice President of Mitsubishi Motors Corporation
June 2014 Outside Audit & Supervisory Board Member of THE HYAKUGO BANK, LTD.
(incumbent)
September 2014 Outside Director Nippon Koei Co., Ltd. (incumbent)
Name: Kazumasa KUSAKA
Date of birth: January 23, 1948
Career summary
April 1970 Joined The Ministry of International Trade and Industry (METI)
August 2003 Commissioner of METI’s Agency for Natural Resources and Energy
June 2004 Vice-Minister for International Affairs of METI
June 2007 President of Japan Cooperation Center for the Middle East
February 2008 Special Advisor to the Cabinet
October 2009 Senior Vice President of Mitsubishi Electric Corporation
April 2011 Visiting Professor of Graduate School of Public Policy, The University of Tokyo (incumbent)
January 2013 President of The Foundation for International Trade and International
Cooperation(incumbent)
April 2013 Chairman of Japan Economic Foundation (incumbent)
September 2015 Outside Director of Nippon Koei Co., Ltd. (incumbent)
Name: Izumi ARAI
Date of birth: January 24, 1952
Career summary
April 1975 Joined Overseas Economic Cooperation Fund
April 2007 Director of Research Institute for Development and Finance, Japan Bank for International
Cooperation (JBIC)
October 2007 Director of JBIC
October 2008 Director of Japan International Cooperation Agency (JICA)
April 2012 Retirement from directorship of JICA

28

June 2012 Outside Audit & Supervisory Board Member of Nippon Koei Co., Ltd. (incumbent)
Name: Mineo ENOMOTO
Date of birth: December 12, 1950
Career summary
April 1978 Registered as lawyer at Tokyo Bar Association
May 2000 Chairman of Enomoto Law Office (incumbent)
June 2006 Outside Audit & Supervisory Board Member of Nippon Koei Co., Ltd.(incumbent)
June 2007 Outside Audit & Supervisory Board Member of SEGA SAMMY Holdings Inc.(incumbent)
June 2014 Outside Audit & Supervisory Board Member of SHIMOJIMA Co., Ltd.(incumbent)
April 2015 Outside Audit & Supervisory Board Member of SEGA Holdings Inc.(incumbent)
No special conflicts of interest exist between the above four persons and the Company. The above four
persons are independent officers in accordance with the rules of the Tokyo Stock Exchange.

29

Attachment 2
Outline of Rules of Special Committee- The Special Committee shall be established by a resolution of the Board of Directors of the Company.
- The Special Committee shall consist of at least three members (hereinafter referred to as the “Special
Committee members”) who are appointed by the Board of Directors from the Company’s outside directors
and outside audit & supervisory board member (including substitutes) or outside experts, all of whom are
independent from the top management who execute the operation of the Company to ensure fair andunbiased decision-making. The outside experts, excluding the outside directors or outside audit &supervisory board member of the Company, shall be either of business managers with abundant management
experience, ex-government officials, experts from the investment banking sector, lawyers, certified public
accountants, academic experts with specialty in the Companies Act, and equivalent persons. Furthermore, theoutside experts shall conclude with the Company a contract that includes a duty of care provision, specified
separately by the Board of Directors of the Company.
- The term of a Special Committee member shall be until the conclusion of the Company’s last Ordinary
General Meeting of Shareholders held within three business years from the appointment of this member.
However, this shall not apply if otherwise determined by a resolution of the Board of Directors. If any of theSpecial Committee members who is an outside director or outside audit & supervisory board member andceases to be a director or audit & supervisory board member of the Company (except when he or she isreappointed), his or her term of office as a Special Committee member shall terminate simultaneously. If thesaid Special Committee member still meets the requirements for an outside expert, however, the Board of
Directors may reappoint him or her as a Special Committee member through a prescribed procedure.
- The Special Committee shall conduct deliberation and adopt a resolution on the following matters andreport the resultant resolution with reasons to the Board of Directors as a recommendation. The Special
Committee members and the Board of Directors shall handle such a resolution from the viewpoint of
whether or not it contributes to the corporate value of the Company and consequently the common interestsof the shareholders and shall not pursue attainment of the personal interests of themselves or the top
management of the Company. The Board of Directors, when adopting a resolution, must assign maximum
respect to the recommendation given by the Special Committee:[1] Whether or not to extend the assessment period of the Board of Directors[2] Whether or not the Large-scale Acquirer has provided sufficient information required as the Necessary
Information[3] Whether or not to implement the Countermeasures[4] Whether or not to hold the Intent Confirmation Meeting of Shareholders on the implementation of theCountermeasures[5] Whether or not to cancel the implementation of the Countermeasures[6] Any other matters to be decided by the Board of Directors in respect to those which it has inquired of
the Special Committee- The Special Committee, when needed to collect necessary information, may request for the participation of
directors, audit & supervisory board members, and employees of the Company, as well as other persons
deemed necessary by the Special Committee, and may request for the explanation of matters required by theSpecial Committee.

30

- The Special Committee may obtain advice from independent outside experts (such as financial advisors,certified public accountants, lawyers, consultants, and other experts) at the charge of the Company.
- The Special Committee members may convene a Special Committee meeting whenever Large-scale
Acquisition is conducted or at any other time.
- In principle, the Special Committee with all the members in attendance shall adopt a resolution by a majority
vote. However, if any of the Special Committee members is unable to attend due to an accident or otherunavoidable circumstances, the Special Committee with a majority of the members in attendance may adopt a
resolution by a majority of voting rights of the members in attendance.

31

Attachment 3
Outline of Allotment of Share Options without Contribution as Countermeasures
1. Shareholders to Whom Share Options without Contribution Are Allotted and Conditions of Issue
The shareholders who are listed or recorded in the latest register of shareholders or register of substantial
shareholders as of the allotment date determined by the Board of Directors of the Company shall be allotted
one share option for each of the owned common shares of the Company (excluding the common shares
owned by the Company).
2. Type and Number of Shares Subject to Share Options
The type of shares subject to share options shall be common shares of the Company. The maximum total
number of shares subject to share options shall be equivalent to the number obtained by deducing the total
number of shares issued (excluding the number of the Company’s common shares owned by the Company at
the allotment date) from the latest total number of authorized shares as of the said date regarding thecommon shares of the Company. The number of shares to be issued per share option (hereinafter referred toas the “Number of Target Shares”) shall be separately determined by the Board of Directors (however, thenumber of shares subject to share options may be adjusted to a reasonable extent when required byunavoidable circumstances such as share split or share consolidation by the Company).
3. Total Number of Share Options to Be Allotted
The total number of share options to be allotted shall be separately determined by the Board of Directors.
The Board of Directors may allot share options without contribution more than once.
4. Amount of Assets to Be Contributed upon Exercise of Share Options
The amount of assets to be contributed upon exercise of the share options shall be an amount obtained bymultiplying the amount of assets to be contributed per common share of the Company upon exercise of theshare options (hereinafter referred to as the “Exercise Price”) by the Number of Target Shares. The Exercise
Price shall be an amount not less than one yen to be determined by the Board of Directors.
5. Restriction on Transfer of Share Options
Transfer of share options shall require an approval by the Board of Directors.
6. Condition for Exercising Share Options
It is hereby determined that a person who belongs to a specific group of shareholders with a ratio of voting
rights that is 20% or more is not permitted to exercise share options. The details shall be separately
determined by the Board of Directors. Note that it is not assumed that money will be delivered as consideration
for the acquisition of share options held by a person who is not permitted to exercise share options.
7. Conditions for Exercising Share Options and Other Matters
The period for exercising share options, effective date of allotment of share options without contribution,acquisition provision, matters about stated capital and capital reserve that increase when shares are issued
upon the exercise of share options, and other required matters shall be separately determined by the Board of
Directors.
Furthermore, the Board of Directors may determine an acquisition provision that the Company may acquire32

share options owned by the persons other than those who are not permitted to exercise share options due tothe exercise condition stipulated in Section 6 above and grant, for each share option, as many common sharesof the Company as determined by the Board of Directors.
End33