Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.

(Stock Code 6513)
June 9, 2023
(Date of commencement of electronic provision measures: June 5, 2023)
To Shareholders with Voting Rights:
Kazuhiro Seo
President
Origin Company, Limited
3-3-27 Sakawa, Sakura-ku, Saitama-shi,
Saitama

NOTICE OF
THE 122nd ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
Please be informed that the 122nd Annual General Meeting of Shareholders of Origin Company, Limited (the“Company”) will be held for the purposes as described below.
The meeting will be held with preventive measures against the spread of COVID-19. Shareholders are,however, requested to confirm the infection status and their own condition of health on the date of the meeting
before attending, and to take appropriate precautions such as wearing a mask when attending.
When convening this general meeting of shareholders, the Company has taken measures for providing
information in electronic format (the “electronic provision measures”) and has posted matters subject to theelectronic provision measures on the following websites of the Internet under “Notice of the 122nd Annual
General Meeting of Shareholders.”
The Company website:
https://www.origin.co.jp/en/ir/presentation/ 2D CodeThe information is also available on the following website.
Tokyo Stock Exchange (TSE) website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show 2D CodeTo view the information, please access the TSE website above, input the Company’s name “Origin Company”
or the securities code “6513” and click “Search,” and then click “Basic information” and “Documents for public
inspection/PR information” in this order.
You are encouraged to exercise your voting rights in advance in writing or by the Internet, etc.
Please review the Reference Documents for the General Meeting of Shareholders in the matters subject
to the electronic provision measures, and exercise your voting rights no later than 5:00 p.m. on Wednesday,June 28, 2023, Japan time.

-1-1. Date and Time:Thursday, June 29, 2023 at 10:00 a.m. Japan time

2. Place:

4F, TOIRO, Saitama Super Arena located at
8 Shintoshin, Chuo-ku, Saitama-shi, Saitama, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
122nd Fiscal Year (April 1, 2022 - March 31, 2023) and results of audits by
the Accounting Auditor and Audit and Supervisory Committee of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 122nd Fiscal Year
(April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of 5 Directors (excluding Directors who are Audit and Supervisory
Committee Members)
Proposal 3:
Election of 1 Substitute Director who is an Audit and Supervisory Committee
Member
Proposal 4:
Extension of Countermeasures against Large-scale Purchases of Shares of theCompany (Takeover Defense Measures)[Matters decided on the convocation of the General Meeting of Shareholders]• Shareholders who are not physically present at the meeting can exercise their voting rights in writingor via electromagnetic methods (the Internet, etc.).
• If there is no indication of approval or disapproval on the Voting Rights Exercise Form, it shall beconsidered as an indication of approval.
• If voting rights are exercised multiple times both via the Internet and in writing with the Voting Rights
Exercise Form, the voting via the Internet shall prevail. If voting rights are exercised more than once
via the Internet, the voting rights last exercised shall be treated as effective.
•
•

•
•
•
•

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk.
This Notice does not include the Notes to Consolidated Financial Statements and Notes to Nonconsolidated Financial Statements in accordance with provisions of laws and regulations as well as
Article 16, Paragraph 2 of the Company’s Articles of Incorporation. (Those Notes are posted on theabovementioned websites.)Should the Reference Documents for the General Meeting of Shareholders, Business Report, Nonconsolidated Financial Statements and Consolidated Financial Statements require revisions, therevised versions will be posted on the abovementioned websites.
Our response mentioned above is subject to change depending on the status of the infection spread until
the day of the meeting, government announcements, etc. Please confirm the latest information postedon the Company’s website (https://www.origin.co.jp/).
Alcohol sanitizers will be available for shareholders near the reception desk at the venue.
The meeting staff will attend to their duties wearing face masks after going through a health check,including temperature measurement.

-2-

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

Appropriation of Surplus

The Company views returns to shareholders as an important managerial issue, with its basic policy of
paying stable and continuous dividends in accordance with performance, while striving for the stable growthof internal reserves and funds for the allocation of profit per share.
Considering the above dividend policy as well as the Company’s performance and so on, an ordinary
dividend of 20 yen per share is proposed for the year-end dividend.
1. Type of dividend property
Cash
2. Matters regarding allotment of dividend property to shareholders and total amount thereof
Amount per common share of the Company:
20 yenTotal amount:
119,187,880 yen
3. Effective date of dividends of surplus
June 30, 2023

-3-

Proposal 2:

Election of 5 Directors (excluding Directors who are Audit and Supervisory Committee
Members)

The terms of office of all 5 Directors (excluding Directors who are Audit and Supervisory Committee
Members; the same applies hereinafter in this proposal) will expire at the conclusion of this year’s Annual
General Meeting of Shareholders. Accordingly, the election of 5 Directors is proposed.
The candidates for Director have been determined at a meeting of the Board of Directors following a
recommendation by the Nomination and Remuneration Committee. Based on the status of duty execution andperformance of each candidate in the current fiscal year, the Audit and Supervisory Committee has expressed
the opinion that all candidates are suitable for Directors of the Company.
The candidates are as follows:
No.
1
2
3
4

Name
Kazuhiro Seo
Hideki Inaba
Yoshio Sato
Yoshihiko Naito

5

Tatsuko Koike[Reappointment][Reappointment][Reappointment][Reappointment][Reappointment][Outside][Independent]

Current positions at the Company
President
Director and Managing Executive Officer
Director and Senior Executive Officer
Director and Senior Executive Officer
Director (Outside)

-4-

No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company,
and significant concurrent positions
April 1978
May 2002
June 2003
April 2006
July 2007

1

2

Number ofshares of theCompany held

Joined the Company
Head of Technology Department, Equipment Division
Supervisor, Electronics Division
Head of General Affairs Department, Administration Division
Kazuhiro Seo
Deputy General Manager and Head of General Affairs
Department, Administration Division
March 28, 1955
June 2008
Director(68 years old)
26,600April 2009
General Manager, Electronics Division
May 2010
General Manager, Electronics Division; Head of Eco-Eco[Reappointment]
Promotion Office
June 2010
Executive Officer; General Manager, Electronics Division; Headof Eco-Eco Promotion Office
June 2012
President (to present)[Significant concurrent positions]
None[Reason for nomination as a candidate for Director who is not an Audit and Supervisory Committee Member]
After engaging in operations of the technology development department for power equipment of the Company, Mr.
Kazuhiro Seo has served as President of Saitama Origin Co., Ltd. and Head of the General Affairs Department,
Administration Division of the Company. With extensive experience in a management position, he has been serving as
President of the Company since June 2012. As we deemed that he is qualified to be the leader of the Group’s development,
we have nominated him as a candidate for Director.
April 1987
Joined the Company
June 2012
General Manager of Power Device Department, Electronics
Division
Hideki Inaba
April 2016
General Manager of Control Department, Components Division
April 2019
General Manager of Osaka Branch
August 4, 1964
June 2019
Executive Officer; General Manager of Osaka Branch(58 years old)
April 2021
Executive Officer; General Manager, Components Division
2,400
June 2021
Director, Senior Executive Officer, General Manager,[Reappointment]
Components Division
June 2022
Director, Managing Executive Officer, General Manager,
Components Division (to present)[Significant concurrent positions]
None[Reason for nomination as a candidate for Director who is not an Audit and Supervisory Committee Member]
Mr. Hideki Inaba had accumulated experience centered in the semiconductor department since he joined the Company, andthen took the leadership of the Osaka Branch and Origin Shoji Co., Ltd. to contribute to the development of the components
business. Accordingly, he has extensive experience and a track record in the business. As we deemed that he can continue
contributing to the Company’s sustainable growth and to enhancing corporate value, we have nominated him as a candidate
for Director.

-5-

No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company,
and significant concurrent positions
April 1989
November 2013

3

4

Number ofshares of theCompany held

Joined the Fuji Bank, Limited
General Manager, Ikebukuro-Nishiguchi Branch, Mizuho Bank,
Ltd.
Yoshio Sato
April 2017
General Manager, Osaka Branch
April 2020
General Manager for Global Talent Planning and Management
February 19, 1966
Department(57 years old)
June 2020
Joined the Company
1,700
June 2020
Executive Officer; In charge of Accounting[Reappointment]
April 2021
Executive Officer; Head of Corporate Planning Headquarters
June 2021
Director, Senior Executive Officer, CSO, Head of Corporate
Planning Headquarters (to present)[Significant concurrent positions]
None[Reason for nomination as a candidate for Director who is not an Audit and Supervisory Committee Member]
Drawing on his extensive experience in the financial institution, Mr. Yoshio Sato has been in charge of accounting
department since he joined the Company. He currently serves as General Manager of the Corporate Planning Division,
formulating and promoting management strategies. As we deemed that he would continue to be the right person to enhance
the Company’s corporate value, we have nominated him as a candidate for Director.
April 1987
Joined the Company
June 2012
Head of System Sales Department, Mechatronics Division
August 2015
Head of System Production Management Department,
Mechatronics Division
June 2018
Executive Officer, General Manager, Mechatronics Division,
Yoshihiko Naito
Head of Sales Department
August 31, 1964
June 2021
Senior Executive Officer, General Manager, Mechatronics(58 years old)
900
Division, Quality Supervisor, Head of Management Department
April 2022
Senior Executive Officer; General Manager, Mechatronics[Reappointment]
Division; Quality Supervisor, Mechatronics Division
June 2022
Director and Senior Executive Officer; General Manager,
Mechatronics Division; Quality Supervisor, Mechatronics
Division; Head of Technical Head Office (to present)[Significant concurrent positions]
None[Reason for nomination as a candidate for Director who is not an Audit and Supervisory Committee Member]
Mr. Yoshihiko Naito had been engaged in technological development for various products as an engineer for many years in
the Mechatronics Division of the Company. Afterward, he has accumulated abundant experience and made achievements as
a manager of sales and production management. As we deemed that he can continue contributing to the Company’ssustainable growth and to enhancing corporate value, we have nominated him as a candidate for Director.

-6-

No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company,
and significant concurrent positions

Number ofshares of theCompany held

April 1980

5

Joined Ehime Broadcasting Corp. (currently Ehime
Broadcasting Co., Ltd.)
October 1981
Freelance announcer
January 2011
Registered as an Attorney-at-law (Daini Tokyo Bar Association)
January 2011
Joined Ginza Sogo Law Office (to present)
July 2018
Substitute Outside Audit & Supervisory Board Member,
Tatsuko Koike
AZEARTH Corporation (to present)
Outside Director, the Company (to present)
November 21, 1957 June 2019(65 years old)
June 2021
Outside Director who is an Audit and Supervisory Committee
900
Member, MIURA CO., LTD. (to present)[Reappointment]
June 2022
Outside Audit & Supervisory Board Member, Sumitomo Riko
[Outside]Company Limited (to present)[Independent][Significant concurrent positions]
Attorney-at-law, Ginza Sogo Law Office
Civil Arbitrator, Tokyo District Court
Outside Director who is an Audit and Supervisory Committee Member, MIURA CO.,LTD.
Outside Audit & Supervisory Board Member, Sumitomo Riko Company Limited[Reason for nomination as a candidate for Outside Director who is not an Audit and Supervisory Committee Member andexpected role]
Ms. Tatsuko Koike has considerable knowledge in legal affairs as an attorney-at-law. As we deemed that she can utilize her
experience and extensive insight cultivated as an announcer in the corporate management, we have nominated her as a
candidate for Outside Director.
(Notes) 1. There are no special interests between the candidates for Director and the Company.
2. Ms. Tatsuko Koike is a candidate for Outside Director as stipulated in Article 2, Paragraph 3, Item 7 of the Ordinancefor Enforcement of the Companies Act.
3. At the conclusion of this Annual General Meeting, Ms. Tatsuko Koike will have served as Outside Director of theCompany for four years.
4. Ms. Tatsuko Koike is a candidate for Part-Time Director.
5. The Company has entered into an agreement with Ms. Tatsuko Koike to limit her liability for damages pursuant to
Article 423, Paragraph 1 of the Companies Act. If this proposal is approved, the Company intends to continue theagreement with Ms. Tatsuko Koike regarding liability pursuant to Article 423, Paragraph 1 of the Companies Act,
whereby the maximum amount of liability is the amount stipulated by laws and regulations.
6. The Company has registered Outside Director Ms. Tatsuko Koike as an Independent Director at the Tokyo Stock
Exchange, Inc., which the Company is listed on. If this proposal is approved and resolved, the Company intends tocontinue to register her as an Independent Director.
7. Outline of Directors and Officers Liability Insurance Agreement
The Company has entered into a directors and officers liability insurance agreement with an insurance company, as
stipulated in Article 430-3, Paragraph 1 of the Companies Act, that insures Directors (excluding Directors who are
Audit and Supervisory Committee Members) and Directors who are Audit and Supervisory Committee Members.
The Company plans to renew the agreement in November 2023.
If the election of each candidate in this proposal is approved and resolved, they will be included in the insured.
(1) Outline of events subject to coverage
The agreement will cover damages that may arise due to the insured officers assuming liability for the
execution of his or her duties or receiving a claim related to the pursuit of such liability.
However, measures have been taken so that the properness of the performance of duties by officers is not
impaired by excluding the damages of officers themselves who engaged in bribery or other criminal acts or
intentionally committed illegal acts from the scope of compensation.
(2) Insurance premiums
The insurance premiums are fully borne by the Company.

-7-

(Reference)
Officers’ structure and skill matrix in the case of approval of Proposal 2
If Proposal 2 is approved, composition of the Board of Directors and expertise of each officer will be statedbelow:[Composition of the Board of Directors] Skill Matrix of Directors of the Company

Director〇〇

Yoshio Sato

Director〇〇

Director〇〇

Yoshihiko
Naito
Tatsuko Koike

Director

Internal control/Audit

Hideki Inaba

Legal affairs/
Compliance/Governance

Sales/
Marketing〇Director

Finance/Accounting/Tax affairs

General Management〇

Kazuhiro Seo

Production/Quality
management

Nomination and Remuneration

Position

Audit

Name

Functional skills andexperience

R&D/
Technology

Business skills and experience

GlobalGeneralManagement

Committee

〇

〇

〇

〇

〇

〇

〇

〇

〇
〇

〇

〇

Outside〇〇〇〇Audit &
Kohei

Supervisory

Miyauchi

Committee

〇

〇

〇

〇

〇

〇

〇

MemberMamoru Irie

Ikuo
Chiyonobe

Audit &
Supervisory
Committee
MemberAudit &
Supervisory
Committee
MemberOutside

〇

〇

〇

〇

〇

〇

〇

Outside

〇

〇

〇

〇

〇

〇

〇

Note) The above table is not an exhaustive account of the knowledge and experience possessed by each candidate for
Directors, but just indicates their primary skills.

-8-Proposal 3:

Election of 1 Substitute Director Who Is an Audit and Supervisory Committee Member

In order to prepare for cases where the number of Audit and Supervisory Committee Members falls belowthat required by laws and regulations, the election of 1 substitute Director who is an Audit and Supervisory
Committee Member is proposed.
The effect of this election may be rescinded by a resolution of the Board of Directors with the consent of
the Audit and Supervisory Committee, only prior to the assumption of office.
The Audit and Supervisory Committee has given its approval to the submission of this proposal.
No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company,
and significant concurrent positions

Kengo Tsuji

December 2010 Registered as an Attorney-at-law (Daini Tokyo Bar Association)
December 2010 Joined Ohe Tadashi & Yutaka Tanaka Legal Office
March 2021
Attorney-at-law, Ohe/Tanaka/Oya Legal Office (to present)[Significant concurrent positions]
Attorney-at-law, Ohe/Tanaka/Oya Legal OfficeFebruary 4, 1979
(44 years old)1

Number ofshares of theCompany held–

[Outside][Independent][Reason for nomination as a candidate for Substitute Outside Director who is an Audit and Supervisory Committee
Member, and expected roles]
Although Mr. Kengo Tsuji has not been directly involved in corporate management, we propose to elect him as a candidate
for a substitute Outside Director who is an Audit and Supervisory Committee Member in expectation that he will draw on
his experience and expertise cultivated in legal work for an audit system of the Company if assuming office.

(Notes) 1. There are no special interests between Mr. Kengo Tsuji and the Company.
2. Mr. Kengo Tsuji is a candidate for Substitute Outside Director. If his election is approved and resolved in
the proposal and he takes office, the Company will register him as an Independent Director at the Tokyo
Stock Exchange, Inc.
3. If Mr. Kengo Tsuji takes office as Outside Director, the Company will enter into an agreement limiting
liability stipulated in Article 427, Paragraph 1 of the Companies Act with him. Under this agreement, themaximum amount of liability is the amount stipulated by laws and regulations.
4. Outline of Directors and Officers Liability Insurance Agreement
The Company has entered into a directors and officers liability insurance agreement with an insurancecompany, as stipulated in Article 430-3, Paragraph 1 of the Companies Act, that insures Directors(excluding Directors who are Audit and Supervisory Committee Members) and Directors who are Audit
and Supervisory Committee Members. The Company plans to renew the agreement in November 2023.
If the election of Mr. Kengo Tsuji in this proposal is approved and resolved, he will be included in theinsured.
(1) Outline of events subject to coverage
The agreement will cover damages that may arise due to the insured officers assuming liability for the
execution of his or her duties or receiving a claim related to the pursuit of such liability.
However, measures are taken so that the properness of the performance of duties by officers is not
impaired by excluding the damages of officers themselves who engaged in bribery or other criminal
acts or intentionally committed illegal acts from the scope of compensation.
(2) Insurance premiums
The insurance premiums are fully borne by the Company.

-9-Proposal 4:

Extension of Countermeasures against Large-scale Purchases of Shares of the Company(Takeover Defense Measures)

The Company initially introduced the “Countermeasures against Large-scale Purchases of Shares of theCompany (Takeover Defense Measures)” at its Board of Directors meeting held on March 24, 2008, andrecently extended the countermeasures (the “Current Plan”) based on the resolution at the 119th Annual
General Meeting of Shareholders of the Company held on June 26, 2020. The effective period of the Current
Plan shall be up to the conclusion of this year’s Annual General Meeting of Shareholders (this “Meeting”).
While making the extension to the Current Plan, the Company has continued to examine how it should be
handled, including whether extension is just, as an effort to ensure and enhance the Company’s corporate value
and ultimately the common interests of shareholders, based on changes in the social and economic conditions,various trends and development of discussions regarding takeover defense measures, the intent of the
Corporate Governance Code of Japan, and other matters.
As a result of the examination, at the Board of Directors meeting held on May 12, 2023, the Company
decided to extend the Current Plan (the countermeasures after the extension shall hereinafter be referred to as
the “Plan”), subject to the approval of shareholders at this Meeting. Therefore, the Company requests theapproval of shareholders for the extension of the Current Plan.
The Company’s 3 Audit and Supervisory Committee Members, including 2 Outside Directors, and 1
Outside Director other than Directors who are Audit and Supervisory Committee Members have all given
consent to the extension of the Plan on the condition that the specific operation of the Plan is properly
performed. The Company has received no specific proposal for a large-scale purchase, etc. of the Company’s
shares, etc. as of today.
I. The Content of the Plan subject to approval
1. Purpose of the Plan
The Plan is an extension of the Current Plan, as an effort to prevent the decision of the Company’s financial
and business policies from being controlled by an entity inappropriate in light of the Basic Policy on Controlof the Company.
The Company’s Board of Directors believes that, in cases of large-scale purchases of the Company’s shares,
etc., it will be in line with corporate value and ultimately the common interests of shareholders to ensure theprovision of necessary information and time as well as negotiate with the purchaser, etc. in accordance withcertain reasonable rules for the purpose of allowing shareholders to make an appropriate decision. Therefore,
it has established certain rules concerning the provision of information and securing the time for examination
at the time of large-scale purchases (the “Large-scale Purchase Rules”) with the following details and has
decided to extend as the Plan the takeover defense measures, including the policy of countermeasures in casesof large-scale purchases of shares by an entity inappropriate in light of our Basic Policy on Control of theCompany, subject to the approval of shareholders at this Meeting.
2. Purchase of the Company’s shares covered by the Plan
Purchases of the Company’s shares covered by the Plan shall be 1) purchases that make a specificshareholder group (Note 1) hold a 20% or more ratio of voting rights (Note 2) by purchasing the Company’s
share certificates, etc. (Note 3); 2) purchases of the Company’s share certificates, etc., that result in the ratioof voting rights held by a specific shareholder group of 20% or more (in either case, except for purchases thathave been approved by the Company’s Board of Directors in advance, and regardless of whether the methodof purchase is a market transaction or tender offer or otherwise. Hereinafter, the purchase shall be referred toas a “Large-scale Purchase,” and an entity who performs the purchase shall be referred to as a “Large-scale
Purchaser.”); or 3) regardless of whether the purchases defined in 1) or 2) above have been conducted, acts
conducted between a specific shareholder group of the Company and another shareholder of the Company(including cases of multiple shareholders; the same shall apply hereinafter in 3)) that result in an agreement orother act whereby such other shareholder becomes a joint holder with the specific shareholder group, or any
acts (Note 4) that establish a relationship (Note 5) in which one of the parties substantially controls the otheror the parties act jointly or in concert (provided, however, that the total ratio of voting rights of share certificates,etc. issued by the Company held by the specific shareholder group and the other shareholder is 20% or more).
Note 1: A specific shareholder group means:(i) Holders of the Company’s share certificates, etc., (share certificates, etc., as defined in Article 27-23, Paragraph 1 of the
Financial Instruments and Exchange Act) (including those who are deemed holders under Article 27-23, Paragraph 3 of thesame Act; the same applies hereinafter) and their joint holders (joint holders as defined in Article 27-23, Paragraph 5 of thesame Act, including those who are deemed joint holders under Article 27-23, Paragraph 6 of the same Act; the same shall- 10 -

apply hereinafter);(ii) Persons who perform purchases, etc., (purchases, etc., as defined in Article 27-2, Paragraph 1 of the same Act, including
those at financial instruments exchange markets) of the Company’s share certificates, etc. (share certificates, etc. as definedin Article 27-2, Paragraph 1 of the same Act) and specially related parties of them (specially related parties as defined in
Article 27-2, Paragraph 7 of the same Act; the same applies hereinafter);(iii) Related parties of the persons specified in (i) and (ii) above (meaning a collective group of parties that the Board of Directorsof the Company reasonably deems to be any of the following: financial institutions including investment banks andsecurities companies that have entered into a financial advisory agreement with the said persons and parties that share a
substantial interest with the said persons; and parties including tender offer agents, attorneys, accountants, or other advisorsthat are substantially controlled by or act jointly or in concert with the said persons); or(ⅳ) Parties that have acquired the Company’s share certificates, etc. from the persons falling under (i) through (ⅳ) in this Note
1 via off-market direct transactions or by trading during off-trading hours of the Tokyo Stock Exchange (ToSTNeT-1).
Note 2: Ratio of voting rights means:(i) In the case that a specific shareholder group falls under (i) of Note 1, the ratio of share certificates, etc. (the holding ratioof share certificates, etc., as defined in Article 27-23, Paragraph 4 of the Financial Instruments and Exchange Act. In thiscase, the number of share certificates held (the number of share certificates, etc., held as defined in the same Paragraph; thesame shall apply hereinafter) by the shareholder’s joint holder shall be added) held by the holder; or(ii) In the case that a specific shareholder group falls under (ii) of Note 1, the total of ratios of shares certificates, etc. (theholding ratio of share certificates, etc., as defined in Article 27-2, Paragraph 8 of the same Act) held by the Large-scale
Purchaser and by its specially related parties.
In calculating each ratio of voting rights, the total number of voting rights (as defined in Article 27-2, Paragraph 8 of thesame Act) and the total number of issued shares (as defined in Article 27-23, Paragraph 4 of the same Act) may be
determined by referring to the most recently submitted annual securities report, quarterly report or report on repurchase.
Note 3: Share certificates, etc., mean the share certificates, etc., as defined in Article 27-23, Paragraph 1 of the Financial
Instruments and Exchange Act or those as defined in Article 27-2, Paragraph 1 of the same Act.
Note 4: The determination of whether the acts given in 3) above have been conducted shall be made reasonably by the Board of
Directors (paying the utmost respect to the recommendations from the Independent Panel). The Board of Directors of
the Company may request its shareholders to provide necessary information to the extent needed to determine whether
the act falls under the conditions stated in 3) above.
Note 5: The determination of whether “a relationship between the specific shareholder group and the other shareholder in which
one of the parties substantially controls the other or the parties act jointly or in concert” has been established shall bemade mainly based on new investment relationships, business alliances, trading or contractual relationships, concurrent
directorships, funding relationships, credit granting relationships, establishment of substantial interests regarding theCompany’s share certificates, etc., through means including derivatives and lending of shares, or the impact that the
specific shareholder group and the other shareholder have on the Company directly or indirectly.

3. Establishment of the Independent Panel
In order to properly operate the Plan, to prevent any arbitrary decisions by the Board of Directors, and toensure the objectivity and rationality of its decision, the Company will establish an Independent Panel inaccordance with the Independent Panel Regulations (please see Appendix 1 for the outline of the regulations)same as under the Current Plan. The Independent Panel shall consist of 3 or more members who shall beselected from either the Outside Directors (including those who are Audit and Supervisory Committee
Members) who are independent from the Company’s business execution or outside experts (Note 6) to enable
fair and neutral decisions. The names and past experiences of candidates for the Independent Panel members
who are to be appointed upon the extension to the Plan are stated in Appendix 2.
The Company’s Board of Directors, prior to triggering the countermeasures, shall consult the Independent
Panel on whether or not to trigger the countermeasures, and the Independent Panel shall makerecommendations to the Company’s Board of Directors on whether or not the situation allows for the triggeringof the countermeasures, upon careful evaluation and examination on the large-scale purchase from theviewpoint of enhancing the Company’s corporate value and ultimately the common interests of shareholders.
The Company’s Board of Directors shall determine whether to trigger the countermeasures (including whether
to convene the shareholder referendum referred to hereinafter in 5.) with the utmost respect forrecommendations by the Independent Panel. The outline of recommendations by the Independent Panel shallbe made public where deemed appropriate.
In order to ensure that the judgment of the Independent Panel is in line with the Company’s corporate value- 11 -

and ultimately the common interests of shareholders, the Independent Panel may seek guidance from external
specialists who are independent third parties (financial advisors, certified public accountants, attorneys,
consultants, and other specialists), etc. at the Company’s expense.
Note 6: Outside experts mean corporate managers, former government officials, attorneys, certified public accountants,
academic experts, and persons equivalent thereto with a track record.

4. Outline of the Large-scale Purchase Rules(1) Prior submission of a letter of intent from the Large-scale Purchaser to the Company
In the case that a Large-scale Purchaser intends a Large-scale Purchase, the Large-scale Purchaser should
first submit a letter of intent in Japanese containing the following including a legally binding pledge to follow
the Large-scale Purchase Rules, to the Company’s Board of Directors prior to performing or proposing theLarge-scale Purchase in a format designated by the Company.
(a) Name and address of the Large-scale Purchaser(b) Law governing its incorporation(c) Name of representative(d) Contact address in Japan(e) Outline of the proposed Large-scale Purchase(f) Pledge to observe the Large-scale Purchase Rules provided in the Plan
In the case that the Company’s Board of Directors receives a letter of intent from a Large-scale Purchaser,
the Board of Directors shall promptly make public to that effect and where deemed necessary, its details.
(2) Provision of necessary information from the Large-scale Purchaser
Within 10 business days from the day following the date of receiving the letter of intent that contains alldetails specified in 4. (1) (a) through (f) above, the Company’s Board of Directors will issue to the Large-scale
Purchaser a written form (the “List of Necessary Information”) that contains information regarding the Largescale Purchase (the “Necessary Information”). The Large-scale Purchaser shall submit the Necessary
Information in writing in accordance with descriptions in the List of Necessary Information to the Company’s
Board of Directors.
General items of the Necessary Information are as specified below. Specific details of the information mayvary depending on the attribute of the Large-scale Purchaser and details of the Large-scale Purchase, but should
be limited, in all cases, within the scope necessary and sufficient for our shareholders to make decisions andfor the Company’s Board of Directors to form an opinion.
(a) Details of the Large-scale Purchaser and its group (including joint holders, specially related parties andpartners (in the case of a fund) and other members) (including names, details of business, backgroundor history, capital composition, financial conditions, and information on experience, etc., in a peerbusiness of the Company’s and the Group’s business)(b) Purpose, method, and details of the Large-scale Purchase (including value and type of consideration for
the Large-scale Purchase, timing for the Large-scale Purchase, structure of related transactions, legalityof the method of the Large-scale Purchase, feasibility of the Large-scale Purchase and relatedtransactions, etc.)(c) Basis for calculating the purchase price of the Company’s shares in the Large-scale Purchase (including
the facts assumed for calculation, method of calculation, numerical information used in the calculation,and the details of synergies that are expected to arise from the series of transactions pertaining to theLarge-scale Purchase)(d) Funding for the Large-scale Purchase (including specific name of the provider (including substantial
provider) of the fund, procuring method, and details of related transactions)(e) Candidates for officers of the Company and the Group companies after the completion of the Largescale Purchase (including information on their experiences, etc. in a peer business of the Company and
the Group companies), management policy, business plan, financial plan, capital policy, dividend policy,
asset utilization measures, etc., for the Company and the Group companies(f) Whether there will be any changes after the completion of the Large-scale Purchase with regard to therelationship between the Company/the Group companies and their stakeholders, including customers,
business partners, and employees, and details of such changes, if any
The Company’s Board of Directors may set a deadline for the Large-scale Purchaser to provide information,
where deemed necessary from the viewpoint of enabling prompt implementation of the Large-scale Purchase
Rules. However, in the case where the Large-scale Purchaser requests an extension of the deadline based onreasonable grounds, the Board of Directors may extend the deadline.
In the case where the initially provided Necessary Information in accordance with the above is found to be- 12 -

insufficient as information to evaluate and examine the Large-scale Purchase as a result of close examinationby the Company’s Board of Directors, the Board may request the Large-scale Purchaser to provide additional
information until all of the Necessary Information has been provided by setting a reasonable deadline as
necessary (however, the upper limit of the deadline shall be 60 days from the date on which the provision of
the Necessary Information was initially requested).
When the Company’s Board of Directors judges that the Large-scale Purchaser has provided all the
Necessary Information that is necessary and sufficient to evaluate and examine the Large-scale Purchase, theBoard of Directors shall notify the Large-scale Purchaser and publicly announce to that effect.
Also, in the case the Company’s Board of Directors’ request to the Large-scale Purchaser to provide
additional Necessary Information was met with a reasonable explanation by the Large-scale Purchaser that
there is difficulty in providing part of the additional information, the Company’s Board of Directors may
terminate negotiations, etc., with the Large-scale Purchaser for the provision of information even if all of theNecessary Information requested has not been obtained, and the Board of Directors may commence theevaluation and examination stated to in (3) below.
The Necessary Information provided to the Company’s Board of Directors will be submitted to the
Independent Panel, and, if deemed necessary for shareholders to make decisions, all or part of the Necessary
Information shall be made public at the time deemed appropriate by the Company’s Board of Directors.
(3) Evaluation, Examination, etc., of the Necessary Information by the Company’s Board of Directors
The Company’s Board of Directors will set a period for the evaluation, examination, negotiation, forming
an opinion, and formulating an alternative proposal by the Company’s Board of Directors (the “Board of
Directors Evaluation Period”), which shall be, depending on the difficulty of evaluation, etc. of the Largescale Purchase, the period after the Large-scale Purchaser has completed the provision of the Necessary
Information to the Company’s Board of Directors, of up to 60 days in the case of a Large-scale Purchase of all
the Company’s shares through a tender offer solely in exchange for cash (in Japanese yen); or of up to 90 daysin the case of other Large-scale Purchases.
During the Board of Directors Evaluation Period, the Company’s Board of Directors will adequately
evaluate and examine the Necessary Information provided, seeking guidance from external specialists who are
independent third parties (financial advisors, certified public accountants, attorneys, consultants, and otherspecialists), etc. apart from the Independent Panel as necessary, and with the utmost respect forrecommendations by the Independent Panel, carefully compile and make public an opinion as the Company’s
Board of Directors. In addition, the Company’s Board of Directors may negotiate with the Large-scale
Purchaser to improve conditions related to the Large-scale Purchase as necessary, and may present the Board’s
alternative proposal to shareholders.
5. The Company’s Response Policy to a Large-scale Purchase(1) If the Large-scale Purchaser does not observe the Large-scale Purchase Rules
In the case that the Large-scale Purchaser did not observe the Large-scale Purchase Rules, the Company’s
Board of Directors may take the measures permitted by the Companies Act and other laws, as well as theCompany’s Articles of Incorporation, regardless of the specific method of purchase, to counter such Largescale Purchases for the purpose of protecting the Company’s corporate value and ultimately the common
interests of shareholders.
Also, in judging whether or not the Large-scale Purchase Rules have been observed, the Company’s Boardof Directors shall fully take into account the circumstances of the Large-scale Purchaser to a reasonable extent,
and, at least, shall not judge that the Large-scale Purchase Rules were not observed solely based on the factthat a part of the Necessary Information had not been submitted.
(2) If the Large-scale Purchaser observes the Large-scale Purchase Rules(A) Triggering or non-triggering of the countermeasures based on the decision of the shareholder referendum
In the case that the Large-scale Purchaser observes the Large-scale Purchase Rules and even if theCompany’s Board of Directors disagrees with it, the Board shall go as far as try to persuade shareholders
by expressing its opposition and presenting an alternative proposal to the Large-scale Purchase, but inprinciple, shall not take countermeasures against it. Shareholders shall decide whether or not to accept
the purchase proposal by the Large-scale Purchaser, after having considered the purchase proposal andthe opinions, alternative proposal, etc., for the purchase proposal presented by the Company.
However, upon examining the Large-scale Purchase with the utmost respect to the Independent
Panel’s advice, in the case that the Company’s Board of Directors has judged that the Large-scale
Purchase will significantly impair the Company’s corporate value and ultimately the common interestsof shareholders, such as causing irreparable damage to the Company or otherwise, the Company will

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convene a general meeting of shareholders (hereinafter referred to in the Plan as the “Shareholder
Referendum”) as set forth in (4) below to confirm shareholders’ intention on whether or not to trigger thecountermeasures, except for the cases that fall under any of (a) to (e) in (B) below. The Company’s Boardof Directors will decide on triggering or not triggering the countermeasures in accordance with the resultsof the Shareholder Referendum. The details of the procedures are as stated in (4) below.
(B) Triggering of the countermeasures by the decision of the Board of Directors
Even if the Large-scale Purchase Rules are observed, in the case where the Large-scale Purchase falls
under any of (a) to (e) below, and the Company’s Board of Directors judges it is clear that the Largescale Purchase will significantly impair the Company’s corporate value and ultimately the common
interests of shareholders, such as causing irreparable damage to the Company or otherwise, theCompany’s Board of Directors may decide to trigger the countermeasures mentioned in (1) above within
the scope necessary and appropriate, as an exception, without holding the Shareholder Referendum, forthe purpose of protecting the Company’s corporate value and ultimately the common interests ofshareholders with the utmost respect for recommendations by the Independent Panel.
(a) In the case where it is judged that the Company’s shares are acquired, without any intention to truly
participate in the management of the Company, for the exclusive purpose of raising the share priceand forcing the Company’s related parties to buy back the shares at a premium (the so-calledgreenmailer);(b) In the case where it is judged that the Company’s shares are acquired for the purpose of implementing
the so-called scorched-earth management by temporally controlling the Company’s management andforcing the intellectual property, know-how, confidential corporate information, major business
partners, customers, etc. that are necessary for the businesses of the Company and the Group
companies to be transferred to the Large-scale Purchaser or its group companies, etc.;(c) In the case where it is judged that the Company’s shares are acquired with the intention of
appropriating the assets of the Company and the Group companies to fund collaterals or repaymentof liabilities of the Large-scale Purchaser or its group companies, etc. after having taken control over
the Company’s management;(d) In the case where it is judged that the Company’s shares are acquired for the purpose of temporarily
controlling the Company’s management to force the Company to dispose of real estate, securities andother high-value assets, etc., that are not relevant to the businesses of the Company and the Group
companies for the time being, and using the profits of the disposal to force temporary high dividends,
or taking advantage of the opportunity afforded by a sudden rise in the share price created by the
temporary high dividends to sell the shares at a premium;(e) In the case where the method of purchasing the Company’s shares proposed by the Large-scale
Purchaser is judged likely to restrict the opportunities or freedom of judgment by shareholders, andto effectively force the shareholders to sell the Company’s shares, as seen in the so-called coercive
two-tier purchase (a purchase of shares by tender offer, etc., in which not all the shares are purchasedin the first stage of purchase, and the purchasing conditions in the second stage are set unfavorably
or not stated clearly).
(3) Outline of the countermeasures
In case the Company’s Board of Directors judges it appropriate to trigger the countermeasures inaccordance with the procedures set forth in (1) or (2) above, the Board will make a decision as a governing
body under the Companies Act on triggering or not triggering the countermeasures after giving due
consideration to the specific details of the countermeasures, their necessity, adequacy, etc. with the utmost
respect for recommendations by the Independent Panel.
The Company’s Board of Directors shall select the specific measures deemed most suitable at that point intime. One example of the specific countermeasure to be taken by the Company’s Board of Directors is, inprinciple, as specified in Appendix 3, the gratis allotment of stock acquisition rights. In the actual gratis
allotment of stock acquisition rights, certain terms may be set to maintain its effects as countermeasures, suchas creating a condition for exercising the stock acquisition rights that the shareholder does not belong to a
specific shareholder group having voting rights exceeding a certain ratio, provided, the Company does notassume the delivery of cash in exchange for acquiring the stock acquisition rights held by the Large-scale
Purchaser.

- 14 -

(4) Shareholder Referendum
In the case where the Company’s Board of Directors decides to convene the Shareholder Referendum, aperiod of up to 60 days (the “Shareholders Examination Period”) will be provided for shareholders to fully
examine whether or not to trigger the countermeasures under the Plan, and the Referendum will be held during
the Shareholder Examination Period.
When the Company’s Board of Directors resolved to hold the Shareholder Referendum and determined its
record date, the Board of Directors Evaluation Period shall end on that date and the Shareholders Examination
Period shall commence immediately.
When holding the Shareholder Referendum, the Company’s Board of Directors shall provide shareholders
in writing the Necessary Information provided by the Large-scale Purchaser, opinions of the Company’s Boardof Directors concerning the Necessary Information, alternate proposals by the Company’s Board of Directors,
and other matters deemed appropriate by the Company’s Board of Directors, together with the convocation
notice of the Referendum, and disclose it in a timely and appropriate manner.
When the Shareholder Referendum makes a resolution to trigger or not trigger the countermeasures, theCompany’s Board of Directors shall comply with the resolution. Specifically, when a proposal suggesting thatthe countermeasures be triggered is rejected at the Shareholder Referendum, the Company’s Board of Directors
will not trigger the countermeasures. In this case, the Shareholders Examination Period shall end at theconclusion of the Shareholder Referendum.
On the other hand, when a proposal suggesting that the countermeasures be triggered is passed at the
Shareholder Referendum, the Company’s Board of Directors shall pass a resolution that is required to trigger
the countermeasures promptly after the conclusion of the Referendum. In this case, the Shareholders
Examination Period shall end at the conclusion of the Board of Directors meeting. The results of the
Shareholder Referendum will be disclosed in a timely and appropriate manner after the resolution is made.
(5) Large-scale Purchase waiting period
In the case a Shareholders Examination Period is not provided, the period from the submission date of theletter of intent stated in “4. (1) Prior submission of a letter of intent from the Large-scale Purchaser to theCompany” above to the Company’s Board of Directors up to the end of the Board of Directors Evaluation
Period shall be provided as the Large-scale Purchase waiting period. In the case a Shareholders Examination
Period is provided, the Large-scale Purchase waiting period shall be from the submission date of the letter ofintent specified in “4. (1) Prior submission of a letter of intent from the Large-scale Purchaser to the Company”
to the Company’s Board of Directors until the end of the Shareholders Examination Period. During the Largescale Purchase waiting period, a Large-scale Purchase shall not be conducted.
Accordingly, a Large-scale Purchase shall be allowed to be commenced only after the elapse of the Largescale Purchase waiting period.
(6) Suspending the Triggering of the countermeasure, etc.
In the event the Large-scale Purchaser withdraws or changes the Large-scale Purchase or other events occurthat the Company’s Board of Directors has judged that the triggering of the countermeasure is not appropriate,after the Company’s Board of Directors or the Shareholder Referendum has made a resolution to take a specificcountermeasure in accordance with (1) or (2) above, the Company’s Board of Directors may suspend thetriggering of the countermeasure with the utmost respect for opinions or recommendations of the Independent
Panel.
For instance, in the event of gratis allotment of stock acquisition rights as a countermeasure, even after thepertinent resolution was passed by the Company’s Board of Directors or after the gratis allotment of stockacquisition rights is performed, when the Company’s Board of Directors judges that the triggering of suchcountermeasure is not appropriate for instance when the Large-scale Purchaser withdraws or changes theLarge-scale Purchase, the Company’s Board of Directors may suspend the triggering of the countermeasurewith the utmost respect for recommendations of the Independent Panel by suspending the gratis allotment ofstock acquisition rights for a period up to the day before the effective date of stock acquisition rights, or by theCompany acquiring the stock acquisition rights without consideration (as a result, shareholders will lose theirstock acquisition rights) during the period after the gratis allotment of stock acquisition rights up to the day
before the commencement date of the exercise period.
In the event of the suspension, etc., of the triggering of the countermeasure, the decision will be disclosed
at an appropriate time and manner in accordance with applicable laws and regulations and the listing rules offinancial instruments exchanges where the Company’s shares are listed.
6. Commencement of application, effective period, extension, and abolition of the Plan
The Plan shall take effect upon the resolution of this Proposal and shall remain effective until the conclusion- 15 -

of the Company’s 125th Annual General Meeting of Shareholders to be held by June 30, 2026.
However, the Plan, even after its extension is approved in this Meeting and takes effect, shall be abolishedat the time when i) a resolution to abolish the Plan is made at the Company’s general meeting of shareholders,or ii) a resolution to abolish the Plan is made by the Company’s Board of Directors.
In addition, even during the effective period of the Plan, the Company’s Board of Directors will review thePlan from time to time from the viewpoint of enhancing the Company’s corporate value and ultimately thecommon interests of shareholders, and may make changes in the Plan after having obtained approval by thegeneral meeting of shareholders. Thus, in the case the Company’s Board of Directors decides to extend, changeor abolish, etc. the Plan, the details will be promptly disclosed.
Furthermore, even during the effective period of the Plan, in the case that laws and regulations related to
the Plan, rules of financial instruments exchanges where the Company’s shares are listed or other rules are
newly established, revised, or abolished and such establishment, revision, or abolishment are deemed
appropriate to be reflected in the Plan, or in the case of an appropriate need to correct errors or omissions in
the words and phrases, etc., and unless any disadvantage is caused to shareholders, the Company’s Board of
Directors may revise or change the Plan with the consent of the Independent Panel as necessary.
II. Supplemental explanation
In addition to the details of the Plan as stated in I. above, we request our shareholders to approve this
Proposal upon taking into consideration i) impact, etc. on shareholders and ii) rationale of the Plan describedas follows.
1. Impact, etc. of the Plan on shareholders(1) Impact, etc. of the Large-scale Purchase Rules on shareholders
The purpose of the Large-scale Purchase Rules is to provide shareholders with information necessary to
decide whether or not to accept the Large-scale Purchase, to provide the opinion of the Company’s Board of
Directors that is currently in charge of the Company’s management, and to secure an opportunity forshareholders to be presented with an alternative proposal. We believe that, with these Rules, our shareholders
will be able to make an appropriate decision on whether or not to accept the Large-scale Purchase while being
provided with sufficient information and proposals, which will lead to the protection of the Company’s
corporate value and ultimately the common interests of shareholders. Therefore, we believe that providing theLarge-scale Purchase Rules is a prerequisite for our shareholders in making an appropriate decision andthereby contribute to the interests of shareholders.
Further, as stated in I. 5. above, as the Company’s response policy to a Large-scale Purchase will varydepending on whether the Large-scale Purchaser observes the Large-scale Purchase Rules, shareholders areadvised to pay attention to the actions of the Large-scale Purchaser.
(2) Impact on shareholders at the time of triggering the countermeasures
When the Large-scale Purchaser does not observe the Large-scale Purchase Rules, or even when the Largescale Purchase observes the Large-scale Purchase Rules, in the case where the Large-scale Purchase is judged
to significantly impair the Company’s corporate value and ultimately the common interests of shareholders insuch an event as causing irreparable damage to the Company, the Company’s Board of Directors may
implement the countermeasures permitted by the Companies Act and other laws, as well as the Company’s
Articles of Incorporation, such as the gratis allotment of stock acquisition rights in accordance with theprocedures in I. 5. (1) and (2) above, for the purpose of protecting the Company’s corporate value andultimately the common interests of shareholders. Given the structure of the countermeasures, we do not assume
any event that shareholders (excluding the Large-scale Purchaser who does not observe the Large-scale
Purchase Rules and the Large-scale Purchaser who intends a Large-scale Purchase that is deemed to impair
the interests of the Company’s shareholders as a whole by causing irreparable damage to the Company, etc.)
incur any extraordinary loss in legal rights or economic terms.
In the case where the Company’s Board of Directors has decided to implement a specific countermeasure,
such decision will be disclosed at an appropriate time and manner in accordance with applicable laws andregulations, the listing rules of financial instruments exchanges where the Company’s shares are listed, etc.
For instance, in the event of gratis allotment of stock acquisition rights as a countermeasure, shareholders
shall be allotted stock acquisition rights without applying for subscription and upon the Company taking theprocedure to acquire the stock acquisition rights, shareholders will receive the Company’s shares in exchange,
without payment of money equivalent to the exercise price of stock acquisition rights, and therefore, they will
not be required to take any application, payment, or other procedures. In this case however, the Company may
request shareholders receiving allotment of stock acquisition rights to submit a written pledge to the effect that- 16 -

they are not the Large-scale Purchaser, etc., in a form designated by the Company.
Furthermore, even after the allotment date of stock acquisition rights or after the stock acquisition rights
have taken effect, the Company may suspend the allotment of stock acquisition rights, or acquire the stockacquisition rights without consideration and without delivering the Company’s shares for the stock acquisitionrights by the day before the commencement date of the exercise period of stock acquisition rights, due tocircumstances, such as the Large-scale Purchaser withdrew the Large-scale Purchase. In this case, shareholders
or investors who disposed of the Company’s shares assuming that the per share value of the Company’s shares
will be diluted after the shareholders receiving gratis allotment of stock acquisition rights are fixed (on or after
the ex-rights date) may suffer commensurate loss due to fluctuation in share price.
2. Rationale of the Plan (the Plan is in line with the Basic Policy on Control of the Company and theCompany’s corporate value and ultimately the common interests of shareholders, and not intended tomaintain the positions of the Company’s officers)
By designing the Plan in consideration of the following points, the Company believes that the Plan is inline with the Basic Policy on Control of the Company and the Company’s corporate value and ultimately thecommon interests of shareholders, while not construed as intended to maintain the positions of the Company’s
officers.
(1) The Plan satisfies the requirements concerning the guidelines on takeover defense measures
The Plan satisfies the three principles (namely, principle of protecting and enhancing corporate value andshareholders’ common interests; principle of prior disclosure and shareholders’ will; and principle of ensuring
the necessity and reasonableness), set forth in the “Guidelines Regarding Takeover Defense for the Purposesof Protection and Enhancement of Corporate Value and Shareholders’ Common Interests,” released by the
Ministry of Economy, Trade and Industry (METI) and the Ministry of Justice on May 27, 2005.
Also, the Plan is based on the details of the “Takeover Defense Measures in Light of Recent Environmental
Changes,” a report released on June 30, 2008 by the Corporate Value Study Group established in the METI
and the “Principle 1.5 Anti-Takeover Measures” provided in the Corporate Governance Code of Japan released
by Tokyo Stock Exchange, Inc. on June 1, 2015.
(2) The Plan is extended for the purpose of ensuring and enhancing the common interests of shareholders
As stated in I. 1. “Purpose of the Plan” above, the Plan is extended for the purpose of securing informationand time necessary for our shareholders to decide whether or not to accept the Large-scale Purchase, for theCompany’s Board of Directors to present an alternative proposal, or enabling negotiation with purchasers, etc.,
for our shareholders in the event of a Large-scale Purchase of the Company’s shares, and thereby securing andenhancing the Company’s corporate value and ultimately the common interests of shareholders.
(3) The Plan reflects Shareholders’ Intent
The Plan is subject to the approval of shareholders at this Meeting, and the Company will confirm the intent
of shareholders regarding the Plan at this Meeting to reflect shareholders’ intent in the Plan.
Also, even during the effective period of the Plan after its extension, if the Company’s general meeting ofshareholders resolves to abolish the Plan, it will be abolished at that moment, and hence the Plan reflects
shareholders’ intent.
Furthermore, the countermeasures are triggered, in principle, only if a Large-scale Purchaser does notobserve the Large-scale Purchase Rules, or the Shareholder Referendum resolves to trigger thecountermeasures, with the exception of the four types of purchases ruled out by the Tokyo High Court and acoercive two-tier purchase, which can trigger the countermeasures by the discretion of the Board of Directors.
Accordingly, the Plan is designed to reflect the intents of shareholders as much as possible with respect also
to the decision on whether or not to trigger the countermeasures.
(4) Emphasizing decisions by highly independent persons outside the Company
As stated in I. 5. “The Company’s Response Policy to a Large-scale Purchase” above, a decision to trigger
the countermeasures in the Plan shall be made after the Company has consulted the Independent Panelcomprised of members who are independent from the Company’s management that executes the Company’sbusiness, with the utmost respect for recommendations of the Independent Panel, and procedures to securetransparent operation of the Plan are in place to contribute to the Company’s corporate value and ultimately
the common interests of shareholders.

- 17 -

(5) The Plan is not a dead-hand type or slow-hand type takeover defense measure
The Plan may be abolished by the Company’s Board of Directors, which is comprised of Directors elected
at the Company’s general meeting of shareholders. Accordingly, the Plan is not a dead-hand type takeover
defense measure (a takeover defense measure that cannot be prevented from triggering even if a majority ofthe members of the Board of Directors are replaced). Also, the Company has set the term of office for the
Directors (excluding Directors who are Audit and Supervisory Committee Members) at 1 year. In addition, theCompany has not adopted a staggered system for Directors who are Audit and Supervisory Committee
Members, and therefore the Plan is not a slow-hand type takeover defense measure (a takeover defense
measure which takes time to block triggering because all the members of the Board of Directors cannot be
replaced at once). Furthermore, the Company has not added any additional conditions to resolution
requirements for the removal of Directors by requiring an extraordinary resolution.

- 18 -

(Appendix 1) Outline of the Independent Panel Regulations·

The Independent Panel shall be established by a resolution of the Company’s Board of Directors.

·

The Independent Panel shall consist of 3 or more members who shall be elected by resolution of theCompany’s Board of Directors from among the Outside Directors (including those who are Audit andSupervisory Committee Members) and outside experts (corporate managers, former government
officials, attorneys, certified public accountants, academic experts, and persons equivalent thereto witha track record) who are independent from the management executing the Company’s business toenable fair and neutral decisions.

·

The Independent Panel shall make recommendations to the Company’s Board of Directors, inprinciple, on the details of decisions, along with the reasons and grounds, regarding matters consulted
by the Board of Directors, such as a decision on whether the Large-scale Purchaser observed theLarge-scale Purchase Rules, a decision on whether a Large-scale Purchase is deemed to significantly
impair the Company’s corporate value and the common interests of shareholders, a decision on
triggering or not triggering the countermeasures, and a decision on suspension of the countermeasuresonce triggered. Each member of the Independent Panel shall make decisions on such matters from theperspective of whether they will contribute to the Company’s corporate value and ultimately thecommon interests of shareholders.

·

The Independent Panel may seek guidance from external specialists who are independent third parties(financial advisers, certified public accountants, attorneys, consultants, and other specialists), etc., asnecessary at the Company’s expense.

·

The resolution of the Independent Panel shall be made by a majority vote of its members.

- 19 -

(Appendix 2) Past Experience of Independent Panel Members
The following 3 persons are expected to continue to be the members of the Independent Panel after theextension of the Plan.
Tatsuko Koike
Date of birth: November 21, 1957
April
1980 Joined Ehime Broadcasting Corp. (currently Ehime Broadcasting Co., Ltd.)
October
1981 Freelance announcer
January
2011 Registered as an Attorney-at-law (Daini Tokyo Bar Association)
January
2011 Joined Ginza Sogo Law Office (to present)
July
2018 Substitute Outside Audit & Supervisory Board Member, AZEARTH Corporation (topresent)June2019 Outside Director, the Company (to present)June
2021 Outside Director who is Audit and Supervisory Committee Member, MIURA CO.,LTD. (to present)June2022 Outside Audit & Supervisory Board Member, Sumitomo Riko Company Limited (topresent)
Mamoru Irie
Date of birth: November 9, 1958
April
1982 Joined Yasuda Life Insurance Company
January
2004 Head of General Affairs Department, Yokohama Branch, Meiji Yasuda Life Insurance
Company
April
2005 Head of General Affairs and Internal Control Promotion Department, Kagoshima
BranchApril
2008 Auditor, Auditing Department
April
2015 Chief Internal Auditor, Internal Audit Department
April
2016 Vice-Head of Human Resources Department
November 2018 Head of Corporate Planning Department, Meiji Yasuda General Insurance Co., Ltd．
November 2018 Operational Manager, Corporate Planning Department (to present)June2020 Outside Director who is Audit and Supervisory Committee Member, the Company (topresent)
Ikuo Chiyonobe
Date of birth: November 17, 1962
April
1985 Joined Nippon Fire & Marine Insurance Co., Ltd.
August2009 Director, Executive Officer, General Manager, Office of Group CEO, Sompo 24
Insurance Company Limited
April2013 Director, Executive Vice President, General Manager, Office of Group CEO, Sompo
24 Insurance Company Limited
April2014 General Manager, Office of Group CEO, General Manager, Human Capital/General
Affairs Department, Sompo 24 Insurance Company Limited
April2015 Executive Officer, General Manager, Mie Branch, Sompo Japan Nipponkoa Insurance
Inc.
June
2021 Outside Director, Chuo-Nittochi Group Co., Ltd. (to present)
Outside Director, Chuo-Nittochi Co., Ltd. (to present)June2022 Outside Director, Joyo Total Service Co., Ltd. (to present)June2022 Outside Director who is Audit and Supervisory Committee Member, the Company (topresent)
Note 1:
Note 2:

Note 3:

There are no special interests between the Company and any of the independent panel members
above.
Ms. Tatsuko Koike listed above is currently serving as an Outside Director of the Company, and if
the proposal to elect her is approved at this General Meeting of Shareholders, she will be reappointed
as an Outside Director of the Company. Furthermore, the Company has registered her as an
Independent Director in accordance with the rules of Tokyo Stock Exchange, Inc., and if this proposal
to elect her is approved, the Company intends to continue to register her as an Independent Director.
The Company has registered Outside Directors Mr. Mamoru Irie and Mr. Ikuo Chiyonobe as
Independent Directors at Tokyo Stock Exchange, Inc., on which the Company’s shares are listed.

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(Appendix 3) Outline of the Gratis Allotment of Stock Acquisition Rights
1. Shareholders eligible for the gratis allotment of stock acquisition rights and the allotment method
Stock acquisition rights shall be allotted to the shareholders who are listed on the latest shareholder
registry on the allotment date designated by the Company’s Board of Directors without any new payment,
at a proportion of 1 stock acquisition right to 1 common share of the Company held by the shareholders(excluding common shares held by the Company).
2. Class and number of shares underlying the stock acquisition rights
The class of shares underlying the stock acquisition rights shall be the Company’s common shares,
and 1 share shall be delivered for each stock acquisition right. However, in the event of a stock split orreverse stock split of the Company’s shares, necessary adjustments shall be made.
3. Total number of stock acquisition rights to be allotted to shareholders
The maximum number of stock acquisition rights to be allotted shall be the total number of authorizedshares of the Company on the allotment date designated by the Company’s Board of Directors less thetotal number of the Company’s common shares issued and outstanding (excluding the common shares
held by the Company). The Company’s Board of Directors may divide the allotment of stock acquisitionrights into several occasions.
4. Details and amount of property to be contributed upon exercise of each stock acquisition right
Property to be contributed upon the exercise of each stock acquisition right shall be cash and theamount shall be designated by the Company’s Board of Directors at 1 yen or more. In the case theCompany’s Board of Directors decides to acquire the stock acquisition rights, the Company may deliver
new shares for shareholders in exchange for acquiring stock acquisition rights without any payment of
the amount equivalent to the exercise price.
5. Transfer restrictions on stock acquisition rights
Any acquisition of stock acquisition rights by transfer shall require the approval of the Company’s
Board of Directors.
6. Exercise conditions for stock acquisition rights
Exercise of the stock acquisition rights shall require that the entity exercising rights shall not belong
to a specific shareholder group which holds 20% or more of the total voting rights (excluding those
approved by the Company’s Board of Directors in advance), etc. The details shall be separately
determined by the Company’s Board of Directors. The Company will not deliver cash in exchange foracquiring stock acquisition rights from persons who are not allowed to exercise stock acquisition rights.
7. Exercise period, etc., of stock acquisition rights
The Company’s Board of Directors shall separately determine the effective date of the allotment ofstock acquisition rights, the exercise period, provisions for acquisition and other necessary matters.
Provisions for acquisition may be set forth to the effect that the Company may acquire stock acquisitionrights held by persons other than those who are not allowed to exercise stock acquisition rights based on
the exercise conditions in 6. above and deliver a number of the Company’s common shares as separately
determined by the Company’s Board of Directors for each stock acquisition right; and that the Company
acquires stock acquisition rights without consideration and without delivering the Company’s shares forthe stock acquisition rights.

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