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

Securities Code: 7294
May 25, 2018

To Our Shareholders:
3-7-60 Tarumachi, Kohoku-ku, Yokohama-shi, Kanagawa

YOROZU CORPORATION
President Ken Shido

Notice of the 73rd Ordinary General Meeting of Shareholders
The Company would hereby like to request shareholders to attend the Company’s 73rd Ordinary
General Meeting of Shareholders as described below.
If you are unable to attend the meeting on the date, you may also exercise your voting rights by eitherof the following methods, and are kindly requested to exercise your voting rights on or before the closeof the Company’s business hours (5:30 p.m.), Friday, June 15, 2018 (Japan Standard Time), after
examining Reference Materials for the General Meeting of Shareholders in the following pages.
1. Date:10:00 a.m., Monday, June 18, 2018

2. Venue:

3-7-60 Tarumachi, Kohoku-ku, Yokohama-shi, Kanagawa
Yorozu Corporation Head office

3. Purposes:
Items to bereported:

Items to beresolved:

1.

The business report, the consolidated financial statements and the results ofconsolidated financial statement audits by the Accounting Auditor and the Audit andSupervisory Committee for the 73rd business period (April 1, 2017 to March 31, 2018)
2. The non-consolidated financial statements for the 73rd business period (April 1, 2017
to March 31, 2018)
Election of six (6) Directors (excluding those who are the members
Agenda Item No. 1:of the Audit and Supervisory Committee)
Election of one (1) Director who is a substitute member of the Audit
Agenda Item No. 2:
and Supervisory Committee
Continuation of Yorozu’s policy on large-scale purchasing of its
Agenda Item No. 3:
own shares (Anti-Takeover Measures)

4. Other Matters on Of the matters to be provided with this notice, Share Subscription Rights of the Company,
this Notice of the Notes to Consolidated Financial Statements and Notes to Non-consolidated Financial
Meeting:
Statements are disclosed on Yorozu’s website (http://www.yorozu-corp.co.jp/en/) and are
not included in this Notice pursuant to the laws and regulations and provisions of Article 14of the Articles of Incorporation.


If any revisions are made to the reference materials for shareholders’ meeting, business reports, non-consolidated
financial statements or consolidated financial statements, the revisions will be disclosed on Yorozu’s website(http://www.yorozu-corp.co.jp).
The notice of resolutions of this General Meeting of Shareholders will be posted on the website mentioned above.

―1—

Reference Materials for the General Meeting of Shareholders

Agenda Item Election of six (6) Directors (excluding those who are the members of
No. 1:
the Audit and Supervisory Committee)
The terms of office for five (5) Directors will end at the conclusion of this General Meeting.
Therefore, we ask that six (6) Directors be appointed by increasing the number of Outside
Directors by one (1) in order to enhance the management oversight function.
If this Agenda Item is approved as proposed, three (3) out of nine (9) Directors of the Company,
including Directors who are members of the Audit and Supervisory Committee, will be
independent outside directors as stipulated by the Tokyo Stock Exchange, accounting for onethird of the Board of Directors.
Below is the list of candidates.
Candidate
NumberCandidate Name

Age

Current position and responsibility
at the Company

Attendance atBoard ofDirectors
meetings

Serviceyears

1Akihiko Shido

Reelection

75

Chairman, Chief Executive Officer of theCompany, Chief Officer of YGHO All Functions

14 out of 14
meetings(100%)

35

2

Kazumi Sato

Reelection

64

Vice Chairman, Director and Executive Officer of
the Company, Vice Chairman of YGHO,Chairman of YGHO Americas Group Function

14 out of 14
meetings(100%)

14

3

Ken Shido

Reelection

48

President and Chief Operating Officer of theCompany, Vice Chairman of YGHO

14 out of 14
meetings(100%)

2

4

Akira Saso

Reelection

59

14 out of 14
meetings(100%)

8

5

Tsutomu Hiranaka

Reelection

59

13 out of 14
meetings(92.9%)

6－－

Director, Vice President and Executive Officer,
Chief Financial Officer of the Company, Chief
Officer of YGHO Finance Function and General
Manager of Finance Department
Director, Vice President and Executive Officer of
the Company, Chief Officer of YGHO Marketingand Sales Function, and General Manager ofMarketing and Sales Department

New

6

Masashi Oshita

Outside62－

Independent

Note: Yorozu Global Headquarters Organization (YGHO) is an organization for promoting management revolution(global matrix for each function).

―2—

Candidate
Number1

Akihiko Shido(January 30, 1943; age 75)

Reelection

Brief history, title, position, and other important posts held

● Number of Company’s
shares held: 5,874● Number of years
served as director: 35
years● Attendance at Board of
Directors meetings:
14 out of 14 meetings(100%)

April 1968
October 1981
June 1983
June 1988
June 1991
June 1992
June 1996
June 1998
June 2001
June 2008

Entered the Company
Manager of Production Control Department of the Company
Director of the Company
Managing Director of the Company
Executive Director of the Company
Executive Vice President of the Company
Senior Executive Vice President of the Company
President of the Company
President, Chief Executive Officer, and Chief Operating Officer of theCompany
Chairman, Chief Executive Officer of the Company, Chief Officer of
YGHO All Functions
To date■ Other important posts held
Chairman of Yorozu Tochigi Corporation
Chairman of Yorozu Oita Corporation
Chairman of Yorozu Aichi Corporation
Chairman of Shonai Yorozu Corporation
Chairman of Yorozu Service Corporation
Outside Director of Yorozu Express Co., Ltd.
Outside Director of Ogura Co., Ltd.
Outside Director of Toho Corporation
Outside Director for Ahresty Corporation(Audit & Supervisory Committee Member)
Outside Director of Univance Corporation
Outside Director of MarkLines Co., Ltd.
Director and President of Auto Parts Center (to be assumed)

Reasons for Nomination as Candidate for Director
We have determined that Akihiko Shido remains a suitable choice for the position of Director because he has
managed the Group as representative director and chairman of the Company to date, and his achievements inleading the Group with his strong leadership skills and his extensive knowledge and experience in overallmanagement would enable him to contribute to further strengthening the functions of the Board of Directors.

―3—Candidate
Number2

Kazumi Sato

(August 2, 1953; age 64)

Reelection

Brief history, title, position, and other important posts held
March 1976
April 1995

● Number of Company’s
shares held: 7,300● Number of years
served as director: 14● Attendance at Board of
Directors meetings:
14 out of 14 meetings(100%)

January 2001
April 2001
June 2002
June 2004
June 2006
June 2008
June 2013
June 2014
April 2015
June 2016

Entered the Company
Senior Manager of Quality Assurance Department of Calsonic Yorozu
Corporation (current Yorozu Automotive Tennessee Inc.)
Supervisor of Design Department of the Company
President of Yorozu America Corporation
Executive Officer of the Company
Director and Executive Officer of the Company
Director and Managing Executive Officer of the Company
President and Chief Operating Officer of the Company, Chief Officer of
YGHO Human Resources Function
President and Chief Operating Officer of the Company, Vice Chairman
of YGHO
President and Chief Operating Officer of the Company, Vice Chairman of
YGHO, Chief Officer of YGHO Quality Assurance Function
President and Chief Operating Officer of the Company, Vice Chairman
of YGHO
Vice Chairman, Director and Executive Officer of the Company, Vice
Chairman of YGHO, Chairman of YGHO Americas Group Function
To date■ Other important posts held
Chairman of Yorozu America Corporation
Chairman of Yorozu Automotive Tennessee, Inc.
Chairman of Yorozu Automotive Alabama, Inc.
Chairman of Yorozu Automotive North America Inc.
Chairman of Yorozu Mexicana, S. A. de C. V.
Chairman of Yorozu Automotive Guanajuato de Mexico, S. A. de C. V.
Director of Yorozu Thailand Co., Ltd.
Director of Y-Ogura Automotive Thailand Co., Ltd.
Director of Yorozu Engineering Systems Thailand Co., Ltd.
Chairman of Yorozu JMB Automotive Tamil Nadu Pvt. Ltd.
Director of Guangzhou Yorozu Bao Mit Automobile Co., Ltd.
Director of Wuhan Yorozu Bao Mit Automotive Co., Ltd.

Reasons for Nomination as Candidate for Director
We have determined that Kazumi Sato remains a suitable choice for the position of Director based on his
management of the Group as Representative Director and President from 2008 and Vice Chairman, Director andExecutive Officer of the Company from 2016 to date, his achievements in leading the Group with his strong
leadership skills and his profound knowledge based on wide-ranging experience, particularly in overseas
business and the technology sector.

―4—Candidate
Number3

Ken Shido(August 29, 1969; age 48)

Reelection

Brief history, title, position, and other important posts held
May 2003
January 2013
April 2013
May 2014
June 2014● Number of Company’s
shares held: 77,000

June 2016

Entered the Company
General Manager of Management Department
Executive Officer and General Manager of Management Department of
the Company
Executive Officer of the Company, President of Yorozu Engineering
Corporation
Executive Officer of the Company, President of Shonai Yorozu
Corporation, President of Yorozu Engineering Corporation
President and Chief Operating Officer of the Company, Vice Chairman
of YGHOTo date● Number of years
served as director: 2● Attendance at Board of
Directors meetings:
14 out of 14 meetings(100%)

Reasons for Nomination as Candidate for Director
Upon assuming the office of Representative Director and President, Ken Shido set out a long-term vision andspearheaded the implementation of measures to address management issues of the Group as Chief Operating
Officer. We expect that he will continue contributing to improving the Group’s corporate value. Accordingly, we
have determined that he remains a suitable choice for the position of Director.

―5—Candidate
Number4

Akira Saso

(August 22, 1958; age 59)

Reelection

Brief history, title, position, and other important posts held
March 1981
March 2002
June 2006
June 2008
June 2010
June 2012● Number of Company’s
shares held: 4,000

June 2013● Number of years
served as director: 8● Attendance at Board of
Directors meetings:
14 out of 14 meetings(100%)

June 2016

Entered the Company
Chief Financial Officer of Yorozu America Corporation
Executive Officer of the Company
Executive Officer and General Manager of Finance Department of theCompany
Director, Executive Officer, Chief Financial Officer and General Manager
of Finance Department of the Company
Director, Managing Executive Officer, Chief Financial Officer of theCompany, Chief Officer of YGHO Finance Function, and General
Manager of Finance Department
Director, Senior Executive Officer, Chief Financial Officer of theCompany, Chief Officer of YGHO Finance Function and General
Manager of Finance Department
Director, Vice President and Executive Officer, Chief Financial Officer of
the Company, Chief Officer of YGHO Finance Function and General
Manager of Finance Department
To date■Other important posts held
Director of Yorozu Tochigi Corporation
Director of Yorozu Oita Corporation
Director of Yorozu Aichi Corporation
Director of Shonai Yorozu Corporation
Director of Yorozu Engineering Corporation
Director of Yorozu Service Corporation
Outside Corporate Auditor of Yorozu Express Co., Ltd.

Reasons for Nomination as Candidate for Director
We have determined that Akira Saso remains a suitable choice for the position of Director because he has led thefinance and accounting departments as the Group’s Chief Financial Officer and has impressive knowledge basedon wide-ranging experience in these fields.

―6—

Candidate
Number5

Tsutomu Hiranaka(July 13, 1958; age 59)

Reelection

Brief history, title, position, and other important posts held
April 1982
April 2003
April 2004
April 2005
April 2006
April 2007
April 2012
● Number of Company’s
shares held: 1,300● Number of years
served as director: 6● Attendance at Board of
Directors meetings:
13 out of 14 meetings(92.9%)

June 2012

June 2014

June 2015

June 2016

Entered Nissan Motor Co., Ltd.
Supervisor of Second Procurement Department of Nissan Motor
Supervisor of LCV Business Department of Nissan Motor
Vice Manager of Second Project Department of Nissan Motor
Manager of Second Project Department of Nissan Motor
Manager of Purchasing Control Department of Nissan MotorEntered the Company, Executive Officer and General Manager ofMarketing and Sales Department
Director, Executive Officer of the Company, Chief Officer of YGHOMarketing and Sales Function and General Manager of Marketing andSales Department
Director, Managing Executive Officer of the Company, Chief Officer of
YGHO Marketing and Sales Function, and General Manager ofMarketing and Sales Department
Director, Senior Executive Officer, Chief Officer of YGHO Marketing andSales Function, and General Manager of Marketing and Sales
Department
Director, Vice President and Executive Officer of the Company, Chief
Officer of YGHO Marketing and Sales Function, and General Manager ofMarketing and Sales Department
To dateReasons for Nomination as Candidate for Director
Tsutomu Hiranaka has played a key leadership role in expanding the group’s sales channels with his exceptional
judgment and negotiation skills in the M&S Function. He is expected to bring his experience and insight to theboard in supporting further development of the Group, which is why we believe he is fully qualified to continue toserve on the board.

―7—

Candidate
Number

6

New

Masashi Oshita(May 8, 1956; age 62)

OutsideIndependent

Brief history and other important posts held
April 1981
July 2009
April 2012
June 2014● Number of Company’s
shares held: 1,000

March 2016
June 2016

Entered Ministry of International Trade and Industry (currently Ministry of
Economy, Trade and Industry (METI)
Director General for the Japan External Trade Organization, JETRO
Paris
Director General of National Institute of Public Administration, National
Personnel Authority
Director General of Human Resources Bureau, National Personnel
Authority
Retired from METI
Vice Chairman and Executive Managing Director of Japan Auto Parts
Industries Association
To date■ Other important posts held
Vice Chairman and Executive Managing Director of Japan Auto Parts Industries
Association
Director of the Japan Automobile Research Institute
Director of the Automobile Business Association of Japan
Director of Japan Society for the Promotion of Machine Industry

Reasons for Nomination as Candidate for Outside Director
We have determined that Oshita Masashi is a suitable choice for new Outside Director because, while he does
not have experience being directly involved in corporate management, we expect him to contribute to enhancing
the effectiveness of the decision-making and oversight functions of the Company’s Board of Directors with hisabundant experience based on his extensive knowledge acquired through his service at METI.

―8—

Note 1: Director candidate Akihiko Shido is to retire as Chairman of Japan Auto Parts Industries Association on May 24, 2018 andassume the position of Director and President of Auto Parts Center on June 11, 2018.
2. Candidate Kazumi Sato is the Chairman of Yorozu Automotive Tennessee Inc., Yorozu Automotive Alabama, Inc., Yorozu
Mexicana, S. A. de C. V., Yorozu Automotive Guanajuato de Mexico, S. A. de C. V. and Yorozu JBM Automotive Tamil Nadu
Pvt. Ltd. There is commercial trade between each of these companies and the Company.
3. Masashi Oshita is a candidate for Outside Director. The Company considers Masashi Oshita is highly independent with nopossibility of conflicts of interest with general shareholders. Accordingly, we intend to designate him as an independent
director as prescribed by the Tokyo Stock Exchange and notify the Tokyo Stock Exchange to that effect.
4. If Masashi Oshita is appointed as Outside Director, the Company plans to sign a contract with him for limited liability with theminimum liability limit as stipulated in Article 425, Paragraph 1 of the Companies Act based on the Articles of Incorporation
regarding the liability for damages stipulated in Article 423, Paragraph 1 of the Companies Act.
5. Special interest between Outside Director candidate Masashi Oshita and the Company• He serves as Vice Chairman and Executive Managing Director of Japan Auto Parts Industries Association, with which theCompany has a transactional relationship of paying membership fees. However, we have determined that it has no impact on
his independence because the percentage of the transaction amount to the Company’s net sales and the Association’s
ordinary income in the most recent business year is respectively less than 1%.
• He serves as Director of the Automobile Business Association of Japan, with which the Company has a transactional
relationship of paying membership fees. However, we have determined that it has no impact on his independence because
the percentage of the transaction amount to the Company’s net sales and the Association’s ordinary income is respectively
less than 1%.
• He serves as Director of the Japan Automobile Research Institute, with which the Company has a transactional relationship in
the certification business. However, we have determined that it has no impact on his independence because the percentage ofthe transaction amount to the Company’s net sales and the Association’s ordinary income is respectively less than 1%.
6. Overview of Opinions of the Audit & Supervisory Committee on Election of Directors (excluding those who are members of the
Audit & Supervisory Committee)
The Audit & Supervisory Committee has examined the election of Directors (excluding those who are members of the Audit &Supervisory Committee) from perspectives such as the qualifications of each candidate, effectiveness of the Board of
Directors as a whole and enhancement of corporate value.
As a result, the Audit & Supervisory Committee has determined that it is appropriate to elect the candidates for Directors
because, for inside Director candidates, they have deep expertise and abundant experience, are qualified as Directors, andhave contributed to increased earnings of the Company; and, for the outside Director candidate, his independence is ensured
and his internationality and extensive knowledge in industrial policies is expected to increase diversity of the Board of
Directors.

―9—Agenda Item Election of one (1) Director who is a substitute member of the Audit
No. 2:and Supervisory Committee
One (1) substitute Director who is a member of the Audit & Supervisory Committee is to beappointed in case the number of Directors who are the members of the Audit & Supervisory
Committee falls below the number stipulated in the law.
The consent of the Audit & Supervisory Committee to this Agenda Item has been obtained inadvance.
Below is the candidate for the substitute Director who is a member of the Audit & Supervisory
Committee.

Kazuhiko Saito

Reelection(August 23, 1956; age 61)

OutsideIndependent

Brief history and other important posts held
April 1988
April 1992
April 2006
April 2007
April 2009

Registered as a lawyer (Tokyo Bar Association)
Founded Okada Saito Law Office
Executive Director of Kanto Federation of Bar Associations
Director of Tokyo Family Conciliation Association
Founded Saito Law Office
To date● Number of Company’s
shares held: 0

Reasons for Nomination as Candidate for Outside Director
We have determined that Kazuhiko Saito is a suitable choice for the position of substitute Director (Outside
Director) who is a member of the Audit & Supervisory Committee because he would be able to contribute toenhancement of the decision-making and oversight functions of the Company’s Board of Directors by leveraging
his professional knowledge acquired as a lawyer and his abundant experience.
Note 1. There are no special interests between the above candidate and the Company.
2. Kazuhiko Saito is a candidate for a substitute Outside Director who is a member of the Audit & Supervisory Committee. He
satisfies the requirements for an independent director under the regulations of the Tokyo Stock Exchange.
3. If Kazuhiko Saito is appointed as Outside Director, the Company plans to sign a contract with him for limited liability with theminimum liability limit as stipulated in Article 425, Paragraph 1 of the Companies Act based on the Articles of Incorporation
regarding the liability for damages stipulated in Article 423, Paragraph 1 of the Companies Act.

―10—

Agenda Item Continuation of Yorozu’s policy on large-scale purchasing of its own
No. 3:
shares (Anti-Takeover Measures)
As a basic policy on the way a person is to control decisions on Yorozu’s financial matters and business
policies (as defined in Article 118 (iii) main paragraph of the Ordinance for Enforcement of the Companies Act(hereinafter, the “Basic Policy”)) and one of the approaches to prevent the decisions on Yorozu’s financematters and business policies from being controlled by an inappropriate person in light of the Basic Policy(Article 118 (iii)(b)2) of the same Ordinance); Yorozu, at its Board of Directors meeting held on May 8, 2015,
resolved to continue Yorozu’s Policy on Large-Scale Purchasing of its Shares (Anti-Takeover Measures)
approved by its shareholders at the 67th Ordinary General Meeting of Shareholders held on June 13, 2012
after making some amendments (the amended Plan is hereinafter referred to as the “Existing Plan”). The
continuation of Anti-Takeover Measures under the Existing Plan was approved by its shareholders at the 70th
Ordinary General Meeting of Shareholders held on June 10, 2015.
The term of validity of the Existing Plan is planned to remain in force and effect until the time of conclusion ofthis Ordinary General Meeting of Shareholders. Nevertheless, given the recent trends in arguments concerning
anti-takeover measures subsequent to the introduction of the Existing Plan, and with the advice sought fromYorozu’s Independent Advisory Committee established on April 1, 2015 (hereinafter, the “Independent Advisory
Committee”), Yorozu, at the meeting of its Board of Directors held on May 10, 2018, with a unanimous vote of all
Directors including those who are members of the Audit & Supervisory Committee, decided to submit to thisOrdinary General Meeting of Shareholders an agenda item. This item relates to approval for the continuation of
the Anti-Takeover Measures after making necessary amendments to the Existing Plan as follows (the amended
Plan is hereinafter referred to as the “Plan”), as part of its approach to prevent the decisions on Yorozu’s financial
and business policies from being controlled by an inappropriate person in the context of its Basic Policy.
Yorozu hereby requests that its shareholders approve the Plan as presented in this Agenda Item.
The Plan shall take effect on condition that it is approved by the shareholders, and the Existing Plan shall bechanged to the Plan on that condition.
The intent of amending the Existing Plan is to further clarify that these Anti-Takeover Measures are aimed atensuring and increasing Yorozu’s enterprise value or common interests of shareholders, not at protecting
Yorozu’s management or the Board of Directors, and further ensuring the rationality of the Measures’continuation and operation. The major changes from the Existing Plan include the following:(i) The requirements for exercise of countermeasures are limited to the four situations in which defensive
measures were ruled by the Tokyo High Court to be acceptable as countermeasures in hostile takeovers
and coercive two-tiered tender offers (for details, see 3.(2)(f) i)2) below.
(ii) Other matters put in order
If and when the Companies Act, the Financial Instruments and Exchange Act, ordinances, cabinet orders,Cabinet Office Orders and ministerial orders (hereinafter referred to collectively as the “Laws andRegulations”) are amended (including amendment of law names and establishment of a new law
succeeding the old one), and such amendments are enforced, the clauses of the Laws and Regulations
quoted in the Plan shall be replaced by the clauses that effectively succeed the amended clauses of such
Laws and Regulations, respectively, unless otherwise determined by Yorozu’s Board of Directors.
1. Basic Policy(1) Content of Basic Policy
Yorozu is of the view that its enterprise value has its origin in enhancing common interests of its
shareholders as Yorozu and its subsidiaries and affiliates (hereinafter referred to as the “Yorozu Group”) andit vigorously pushes forward agile corporate activities drawing fully upon the strength of its know-how in sales,
technology, production and brand image that the Yorozu Group has accumulated over many years based on
the management philosophy discussed in (2) below and hence contributes to the growth of society at home
and abroad. For that reason, in a situation where a specified person or group seeks to prejudice Yorozu’s
enterprise value or common interests of shareholders by acquiring voting shares equal to or more than twenty
percent (20%) of Yorozu’s total voting rights (hereinafter referred to as the “Controlling Shares”), Yorozu will
make it a Basic Policy to deem such specified person or group to be a party inappropriately controlling thedecisions of Yorozu’s financial matters and business policies and take reasonable measures to secure and―11—enhance Yorozu’s enterprise value and common interests of its shareholders within the limits permitted by law
and the articles of incorporation.
(2) Background to Formulation of Basic Policy
Since its foundation in 1948, based on its management stance to “run business in a trustworthy manner,”the Yorozu Group has devoted itself daily to be an automotive parts manufacturer primarily in the area ofsuspensions, and has earned the trust as “Yorozu the suspension manufacturer” from various automobile
manufacturers. The manufacturing of suspensions, the flagship business of the Yorozu Group, is not limited tomere manufacturing and selling of regular products, but extends to a level where automobile manufacturers’
needs are fully understood and developments are made together with automobile manufacturers in a mannerconforming to such needs. Therefore, in order to respond to the needs of automobile manufacturers andmanufacture suspensions as important security products, it is critically important not only to have cutting-edge
and advanced technological capabilities but also to develop products by accurately understanding automobile
manufacturers’ business processes and often by getting right inside such business processes. The Yorozu
Group has made a systematic attempt not only to pursue operating efficiency, cut costs and shorten delivery
time but also maintain the overriding product quality by taking advantage of the developmental andtechnological capabilities of its own and manufacturing suspensions in a consistent way from development toproduction. In order to continuously maintain and enhance its enterprise value and common interests of its
shareholders, the Yorozu Group expands overseas and makes capital investments actively with the aim of
expanding its customer base and earnings capability.
We believe what constitutes the sources of the approaches discussed above and enhancement of theenterprise value of the Yorozu Group exemplified by the achievements based on such approaches are as
follows. They are the shareholders’ medium- and long-term understanding and support, the status andbusiness lineup of the automotive parts industry, of which the Yorozu Group is a part, management
approaches based on the medium- and long-term relationship of mutual trust with automobile manufacturers,
active implementation of capital investments based on a sound financial position, a management team with
ample knowledge and experience in market attributes, the motivation of the employees who are sincere about
the company’s business to be aware of their individual roles and simultaneously strengthen the managementbase consistently, maintenance and further improvement of a high level of technology, maintenance of a highlevel of motivation of all employees supporting them, and the deep understanding of the long years of therelationship of mutual trust with the stakeholders built by them.
While technological innovation progresses on a global scale, the Yorozu Group understands accurately thetrends of demand in the markets at home and abroad, makes effective and maximum use of thesemanagement resources, fulfills its social responsibilities by continuing to conduct environmentally friendly
corporate activities, and makes every effort to enhance its enterprise value.
On the other hand, against the backdrop of the new legal system and changes in the economic structure
and corporate culture, unilateral movements to forcibly purchase a large quantity of shares without theapproval of the target company’s management have recently been observed, and the possibility that thesustainable enhancement of the Yorozu Group’s enterprise value based on the foregoing management
resources may be hindered can no longer be ruled out.
In light of such situation, Yorozu finds it necessary to assume that a party seeking to acquire the Controlling
Shares and its group (hereinafter referred to as the “Purchaser”) may make an appearance. From the outset,
Yorozu does not hold a negative view against any sort of act of acquiring Controlling Shares.
However, certain recent acts of acquiring Controlling Shares do include those acts which are likely to cause
irreparable damage to Yorozu’s enterprise value or common interests of the shareholders such as (i) thoseacts, given the Purchaser’s purposes for acts to acquire Controlling Shares, which obviously do not seek
genuinely reasonable management, (ii) those acts which are likely to force the general shareholders toeffectively sell their shares under unfavorable conditions, (iii) those acts in which the information necessary forthe general shareholders to properly determine whether or not to accede to acts of acquiring Controlling
Shares or a reasonable period for consideration is not provided or secured, or (iv) those acts in which theinformation including opinions for or against the acts of acquisition of Controlling Shares or Business Plan, etc.
substituting the purchase proposal or business plan presented by the Purchaser, an opportunity for negotiation
with the Purchaser or a reasonable period for consideration is not provided to the Board of Directors.
Yorozu deems those persons who seek to acquire its Controlling Shares in a manner not consistent with―12—

securing or enhancing its enterprise value or common interests of shareholders to be inappropriate aspersons controlling the decisions of Yorozu’s financial matters and business policies, and finds it necessary totake some sort of measures against such persons in order to prevent such situation from coming into being.
2. Special Approach to Implementing the Basic Policy
In order for a large number of investors to be able to continue investing in Yorozu over a medium- and longterm period, and as an approach to enhancing and securing Yorozu’s enterprise value or common interests ofthe shareholders, Yorozu, with the corporate philosophy and basic management stance described in (1) below,
implements its approach aimed at enhancing its enterprise value as described in (2) below, its approach aimed
at reinforcing its corporate governance as described in (3) below, proactive return to shareholders as describedin (4) below, and its approach to fulfilling what Yorozu believes to be its social responsibilities as described in(5) below. Yorozu is of the view that it can prevent a situation impeding sustainable enhancement of its
enterprise value based on the abovementioned management resources from occurring by enhancing its
enterprise value or common interest of shareholders and appropriately reflecting those on its share value, andtherefore that these approaches contribute to the realization of the Basic Policy as discussed in 1 above.
(1) Corporate Philosophy and Basic Management StanceYorozu has strived to sustainably increase its enterprise value and shareholders’ common interests
through the corporate philosophy of “contributing to society by continually striving to deliver technologicalinnovation and create products that are beneficial to people” from long-term perspectives with understandingof the sources of enterprise value described above.
(2) Approach Aimed at Enhancing Enterprise ValueIn March 2015, in order to further increase its enterprise value, Yorozu set forth the corporate vision of“creating new value through suspension systems, and building the presence of the ‘Yorozu Brand’ throughout
the world” as well as long-term vision for a 10-year period of “becoming a ‘manufacturer of suspension
systems that handles an integrated system for suspension parts and peripheral products from performancedevelopment to mass-production’” as a roadmap for achieving the corporate vision and sustainable corporate
growth. In addition, Yorozu announced “Yorozu Spiral-up Plan 2017,” a medium-term management plan for
the FY2015–FY2017 period (hereinafter referred to as the “Medium-Term Management Plan”) in March 2015as a milestone for achieving this long-term vision.
Based on the Medium-Term Management Plan, Yorozu implemented the following as focus initiatives for
improving enterprise value.
(i) Further strengthen product competitiveness and development capabilities
By introducing unmanned production lines in Japan ahead of other bases, we have accumulated the knowhow and applied them to new lines. In addition, we have expanded and strengthened Yorozu Engineering toconcentrate manufacturing technologies in Japan and establish a platform for boosting competitiveness.
(ii) Expand sales channels to major automakers worldwide
To lay the groundwork for acquiring businesses for future development, we have expanded sales channels
to Daimler, Renault, and the Toyota Group.
(iii) Strengthen global management with respect for diversity
We have pushed forward with talent development through industry-academia collaboration, and recruitment
and appointments with respect for diversity. In addition, we have made concerted efforts to drive the work
style reform by establishing the Smart Work Committee.
We fell short of the targets for FY2017 results set in the Medium-Term Management Plan, weighed down byforeign exchange fluctuations and deterioration of earnings in the U.S. and other bases. However, we believethat we were able to take strategic moves toward the next medium-term management plan, such as bylaunching a new U.S. base one year ahead of schedule to reboot the troubled U.S. base.
Based on the results of the Medium-Term Management Plan described above, in May 2018, Yorozu
formulated a new medium-term management plan “Yorozu Spiral-up Plan 2020” (the “New Medium-Term
Management Plan”) for the second period from FY2018 to FY2020. Focus initiatives under the New MediumTerm Management Plan are as follows.
(i) Strengthen earnings power(ii) Improve product competitiveness and development capabilities(iii) Enhance corporate capabilities―13—

Yorozu will steadily carry out the New Medium-Term Management Plan to achieve sustainable growth andincrease enterprise value with strategies based on medium- to long-term perspectives.
(3) Approach Aimed at Reinforcing Corporate GovernanceYorozu makes it the foundation of its management to “drive fair and transparent corporate activities forwardwith a high sense of ethics and law-abiding spirit.” Its Board of Directors makes decisions on the basic
management policy, matters prescribed by law, and other important management matters, and is positioned
as the organ to supervise the business executions by the Directors and Executive Officers. In order to further
clarify the management team’s responsibility to the shareholders, Yorozu shortened the terms of office ofeach Director to one year from two, with effect from the 56th Ordinary General Meeting of Shareholders heldon June 27, 2001.
Furthermore, from the perspective of further reinforcing its corporate governance, Yorozu strengthened its
audit and supervisory functions by making the shift to a “company with an Audit & Supervisory Committee” amajority of whose members are Outside Directors, at the 70th Ordinary General Meeting of Shareholders heldon June 10, 2015. In association with this, two female professionals with deep knowledge in the fields of law
and accounting who satisfy the requirements for independent outside directors stipulated by the Tokyo Stock
Exchange were newly elected as Directors who are Audit & Supervisory Committee members, in addition to
two already elected Outside Corporate Auditors. Their successors, another two female Directors who are
Audit & Supervisory Committee members, elected at the 72nd Ordinary General Meeting of Shareholders
held on June 16, 2017, also meet the requirements of independent outside directors and have deep
knowledge in the fields of law and accounting. Accordingly, diversity has been considered with regards to thecomposition of the Board of Directors.
Furthermore, we will increase the number of Outside Directors by one (1), subject to approval of therelevant Agenda Item by shareholders at this Ordinary General Meeting of Shareholders. As a result, three (3)out of nine (9) Directors of the Company, including Directors who are members of the Audit and Supervisory
Committee, will be independent outside directors as stipulated by the Tokyo Stock Exchange, accounting for
one-third of the Board of Directors.
The Company clarifies its basic approach and operation policy on corporate governance by establishing the“Corporate Governance Guideline” (http://www.yorozu-corp.co.jp/csr/governance/) so that it can achieve
corporate growth and increase enterprise value from a medium- to long-term viewpoint.
Yorozu will continue striving to increase its enterprise value for all stakeholders by strengthening its
corporate governance through these efforts and driving sustainable corporate growth.
(4) Proactive Return to Shareholders
Yorozu’s basic policy on financial strategy under the Medium-Term Management Plan was to focus onshareholder return in addition to financial stability. Accordingly, Yorozu changed its dividend policy from thatof “stable dividends” to that of “establishment of a targeted dividend payout ratio,” and sets the consolidated
dividend payout ratio at 35% from FY2015 to FY2017.
In accordance with this basic policy and dividend policy, Yorozu achieved the consolidated payout ratio of
35% from FY2015 to FY2017. In addition, in September 2016, Yorozu at its Board of Directors meeting
resolved to acquire 4.0% of its total issued and outstanding shares as treasury stock and acquired them.
This basic policy continues under the New Medium-Term Management Plan with the target for the
consolidated payout ratio set at 35%. Yorozu will continue striving to return profits to shareholders proactively.
(5) Approach Aimed at Fulfillment of What Yorozu Believes to Be Its Social Responsibilities
Ever since its foundation, Yorozu has adopted the management style of “driving fair and transparent
corporate activities forward with a high sense of ethics and law-abiding spirit,” and has conducted its businessactivities not only by complying with the relevant laws but also by recognizing that it is necessary to fulfill its
social responsibilities as a good corporate citizen. Going forward, Yorozu will continue to fulfill its social
responsibilities by ensuring customers’ satisfaction, achieving technological innovation, complying with theLaws and Regulations, tackling environmental issues, growing as a global corporation, disclosing corporate
information, respecting human rights, conducting fair transactions, and clearly defining the responsibilities of
its top-level executives.

―14—3. Content of the Plan (Approach to prevent Yorozu’s financial matters and business policies from being
controlled by an inappropriate party in the context of the Basic Policy)(1) Purpose of Continuation of Anti-Takeover Measures under the Plan
As stated in 1 above, Yorozu may find it necessary to take some measures against the Purchaser in somecases. However, being a listed corporation, Yorozu is of the view that the final judgment as to whether or not
to sell the shares to the Purchaser or on the pros and cons of entrusting the Purchaser to run the company
should essentially be left to the wishes of individual shareholders.
However, in order for the shareholders to make an appropriate judgment, Yorozu is of the view that as apremise to making an appropriate judgment, they would need to fully understand the peculiar characteristicfeatures of Yorozu’s business as mentioned above as well as the Yorozu Group’s history, and then properly
understand Yorozu’s enterprise value and the source of such enterprise value. In order to understand whatsort of influence the acquisition by the Purchaser of Yorozu’s Controlling Shares may exert on Yorozu’s
enterprise value or on the source of such enterprise value, the information provided by the Purchaser alone
may well be inadequate. Yorozu is of the view that, in order to allow the shareholders to make an appropriate
judgment, it would be necessary for them to obtain the information from Yorozu’s Board of Directors, which
fully understands the peculiar characteristic features of Yorozu’s business, evaluations and opinions ofYorozu’s Board of Directors on the act of acquiring Controlling Shares or, in some cases, new proposals fromYorozu’s Board of Directors based on said evaluations and opinions.
Therefore, Yorozu is of the view that it would be very important to secure ample time for the shareholders toanalyze and examine the multifaceted information.
On the other hand, Yorozu thinks that there may be cases in which this does not function effectively inresponse to an act of acquiring Controlling Shares in the Company because: stock accumulation in the market
is not regulated under the current tender offer regulations and therefore abusive accumulation in the market
cannot be dealt with; and, even in cases in which the tender offer regulations apply, there will be restrictions
such as that sufficient information will not be disclosed to shareholders and adequate time to consider
whether or not to accept a tender offer cannot be secured with the result that information is not provided
before the tender offer starts and Yorozu is obliged to submit the statement of position on the tender offer
within 10 business days from the date on which the start of the tender offer is announced. From theforegoing perspectives and in light of the abovementioned Basic Policy, Yorozu would make it possible for theshareholders to make a proper judgment as to whether or not they should accede to the Large-Scale
Purchase of Yorozu’s Shares (defined in (2)(a) below; hereafter the same shall apply), for Yorozu’s Board of
Directors to present opinions for or against said Large-Scale Purchase or present to the shareholders abusiness plan substituting a purchase proposal or Business Plan, etc. presented by the person seeking toconduct or currently conducting the Large-Scale Purchase of Yorozu’s Shares (hereinafter referred to as the“Large-Scale Purchaser”) (hereinafter referred to as the “Substitute Plan”), or for Yorozu’s Board of Directors
to conduct negotiations with said Large-Scale Purchaser for and on behalf of the shareholders, by seeking in
advance to be provided with the necessary information on the Large-Scale Purchase of Yorozu’s Shares andseeking to secure a period of time for consideration and examination. Yorozu has thereby reached theconclusion that it would be necessary to continue with the anti-takeover measures under the Plan as part of
the approach to prevent decisions on Yorozu’s financial matters and business policies from being controlled
by inappropriate persons in the context of the Basic Policy (specifically meaning “Persons Falling under
Exceptions” defined in (2) (h) below).
It goes without saying that, when continuing with the anti-takeover measures under the Plan, it would bedesirable to confirm the wishes of the shareholders. For this reason, Yorozu plans to confirm the wishes of theshareholders on whether or not the anti-takeover measures should continue under the Plan.
For the reasons stated above, Yorozu’s Board of Directors plans to confirm the wishes of the shareholders bysubmitting the proposal for approval of the continuation of the anti-takeover measures under the Plan, anddecided today to continue with the anti-takeover measures under the Plan on condition that the Plan shallconcurrently come into effect if an approval of the shareholders is obtained at this Ordinary General Meetingof Shareholders.
At this point in time, Yorozu has not received any specific proposal for Large-Scale Purchase of its shares.
The status of Yorozu’s major shareholders as of March 31, 2018 is as described in the “Overview of the
Status of Holding of Yorozu’s Shares” (Exhibit 1).
―15—

(2) Content of the Plan
The specific content of the Plan is as follows. A flowchart summarizing an overview of the procedures
relating to the Plan is as described in Exhibit 2.
(a) Definition of a Large-Scale Purchase of Shares against Which Countermeasures Would Be Exercised
When an act which falls or may fall under any of items (i) through (iii) (excluding an act approved inadvance by Yorozu’s Board of Directors; hereinafter referred to as the “Large-Scale Purchase of Yorozu’s
Shares”) is committed or is about to be committed, the countermeasures under the Plan may be exercised.
(i) Purchase or other forms of acquisition (Note 3) of the share certificates issued by Yorozu (Note 1) in which
the ratio of holding of share certificates (Note 2) by a Specified Shareholder of Yorozu would be equal to or
greater than 20%.
(ii) Purchase or other forms of acquisition (Note 7) of the share certificates issued by Yorozu (Note 4) in which
the ratio of holding of share certificates by a Specified Shareholder (Note 5) and its Specially Related
Parties (Note 6) would be equal to or greater than 20%.
(iii) Irrespective of whether or not the act prescribed in (i) or (ii) above has been committed, the act of Yorozu’sSpecified Shareholder establishing a relationship with Yorozu’s Other Shareholders (including cases
where there are multiple such shareholders; the same shall apply in the text of (iii)) in which the Other
Shareholders fall under Co-Holders of the Specified Shareholder or a relationship (Note 9) in which one
party effectively controls the other party or acts jointly or in cooperation with the other party (Note 8),(limited to cases where the sum of the holding of share certificates issued by Yorozu and held by theSpecified Shareholder and by the Other Shareholders is equal to or greater than 20%)
(Note 1) Means the share certificates defined in Article 27-23, paragraph 1 of the Financial Instruments andExchange Act (hereinafter referred to as the “FIX Act”). Hereafter the same shall apply unlessotherwise prescribed.
(Note 2) Means the ratio of holding of share certificates defined in Article 27-23, paragraph 4 of the FIX Act.
Hereafter the same shall apply unless otherwise prescribed. However, for the purpose of calculatingsuch ratio of holding of share certificates, (i) the Specially Related Parties defined in Article 27-2,
paragraph 7 of the FIX Act, and (ii) investment banks, securities companies and other financial
institutions, TOB agents for the specified shareholders, and lead-managing securities companies
concluding a financial advisory contract with the Specified Shareholder (hereinafter referred to as the“Financial Institutions under Contract”) shall be deemed to be Co-Holders of the Specified Shareholder(meaning the Co-Holders defined in Article 27-23, paragraph 5 of the FIX Act; hereafter the same shallapply). In addition, for the purpose of calculating such ratio of holding of share certificates, theaggregate number of Yorozu’s issued and outstanding shares may be based on the most recent
information published by Yorozu.
(Note 3) Includes claims for handover of share certificates under a sale/purchase or other contract andtransactions prescribed in Article 14-6 of the Order for Enforcement of the FIX Act.
(Note 4) Means the share certificates defined in Article 27-2, paragraph 1 of the FIX Act. The same shall apply
in the text for (ii).
(Note 5) Means the ratio of holding of share certificates defined in Article 27-2, paragraph 8 of the FIX Act.
Hereafter the same shall apply unless otherwise prescribed. For the purpose of calculating such ratioof holding of share certificates, the aggregate number of Yorozu’s issued shares may be based on themost recent information published by Yorozu.
(Note 6) Means Specially Related Parties defined in Article 27-2, paragraph 7 of the FIX Act; provided, however,that the persons specified in item 1 of said paragraph shall exclude those who are prescribed in Article
3, paragraph 2 of the Cabinet Office Order concerning Disclosure of TOB of Share Certificates by
Persons Other Than Issuer. (i) Co-Holders and (ii) Financial Institutions under Contract shall bedeemed to be the Specially Related Parties of the Specified Shareholder under the Plan. Hereafter thesame shall apply unless otherwise prescribed.
(Note 7) Includes purchase and other acceptance of transfer for value (including those prescribed in Article 6,paragraph 3 of the Order for Enforcement of the FIX Act).
(Note 8) Judgment as to whether or not the relationship in which the Specified Shareholder effectively controls
Other Shareholders or vice versa or the relationship in which one party acts jointly or in cooperation
with the other exists shall be based on the formation or otherwise of a new equity contribution―16—

relationship, a business affiliation relationship, a transactional or contractual relationship, a concurrent
executive service relationship, a financing relationship, a credit relationship, or an effective relationshipof interests in Yorozu’s shares through derivatives and stock lending, or direct and indirect effect suchSpecified Shareholders or Other Shareholders have on Yorozu.
(Note 9) Judgment as to whether or not the act prescribed in text (iii) has been committed shall be made by
Yorozu’s Board of Directors in accordance with the recommendations of the Independent Advisory
Committee. Yorozu’s Board of Directors may, after consulting the Independent Advisory Committee,
ask Yorozu’s shareholders to provide necessary information within the limits necessary for judgment onwhether or not the requirements of text (iii) are fulfilled.
(b) Submission of a Letter of Intention
Except where Yorozu’s Board of Directors otherwise permits, the Large-Scale Purchaser shall, prior tocommencement or execution of the Large-Scale Purchase of Yorozu’s Shares, submit to Yorozu’s President& COO a document signed or sealed by the representative of the Large-Scale Purchaser, in a form andsubstance prescribed by Yorozu, which would covenant to Yorozu’s Board of Directors that the Large-Scale
Purchaser would comply with the procedures prescribed in the Plan (hereinafter referred to as the “LargeScale Purchase Rules”) and a certificate of qualification of the representative (hereinafter referred tocollectively as the “Letter of Intention”). Yorozu’s President & COO shall submit the abovementioned Letter ofIntention to Yorozu’s Board of Directors and the Independent Advisory Committee immediately upon its
receipt.
In addition to the covenant to comply with the Large-Scale Purchase Rules, the following matters must be
stated in the Letter of Intention. The language to be used in the Letter of Intention shall be limited to Japanese.
1) Overview of Large-Scale Purchaser(i) Name(ii) Address, or location of head office, business office, and the like(iii) Governing law for incorporation(iv) Name of representative(v) Contact information in Japan
2) Class and number of shares currently held by the Large-Scale Purchaser
3) The Large-Scale Purchaser’s status of trading shares of Yorozu during the period of 60 days before
submission of the Letter of Intention and an overview of the planned Large-Scale Purchase
When a Letter of Intention is submitted by a Large-Scale Purchaser, Yorozu will disclose those matterswhich are deemed appropriate by its Board of Directors or the Independent Advisory Committee in a timely
and appropriate manner in accordance with the applicable laws and regulations, and the rules andregulations of Financial Instruments Exchanges.
(c) Information Provision Demand against a Large-Scale Purchaser
Within five (5) business days (not counting the first day) from the date of receipt of the Letter of Intention by
Yorozu’s Board of Directors or the Independent Advisory Committee, the Large-Scale Purchaser shall submit
to Yorozu’s Board of Directors the information specified in (1) through (12) below (hereinafter referred tocollectively as the “Large-Scale Purchase Information”), together with a document covenanting that the LargeScale Purchase does not fall under the category of an abusive acquisition (defined in (f) i) 2) below). Yorozu’s
Board of Directors will submit the Large-Scale Purchase Information to the Independent Advisory Committee
immediately upon its receipt.
If Yorozu’s Board of Directors or the Independent Advisory Committee finds that just on the basis of theLarge-Scale Purchase Information provided initially by the Large-Scale Purchaser, it would be difficult for theshareholders to properly determine whether or not to accede to the Large-Scale Purchase of Yorozu’s Sharesor for Yorozu’s Board of Directors and the Independent Advisory Committee to form opinions for or against
said Large-Scale Purchase (hereinafter referred to as the “Formation of Opinions”) or prepare a substituteplan (hereinafter referred to as the “Preparation of a Substitute Plan”) and properly present Opinions or a
Substitution Plan to the shareholders, Yorozu’s Board of Directors or the Independent Advisory Committee
shall be entitled to set a reasonable period of up to sixty (60) days from the date of request (not counting thefirst day) for additional information to the Large-Scale Purchaser (hereinafter referred to as the “Necessary
Information Provision Period”), disclose to the shareholders the specific period set and the reason why such
period is required, and then demand that the Large-Scale Purchaser provide the additional Large-Scale―17—

Purchase Information necessary for facilitating the proper judgment by the shareholders and the Formation ofOpinions and the Preparation of a Substitute Plan by Yorozu’s Board of Directors and the Independent
Advisory Committee; provided, however, that since the specific content of the Large-Scale Purchase
Information may vary according to the content and scale of the Large-Scale Purchase contemplated, Yorozu’s
Board of Directors shall take into consideration the content and scale of the Large-Scale Purchase and thespecific status of provision of the Large-Scale Purchase Information, and if the information provided by thetime of expiration of the Necessary Information Provision Period is inadequate for the shareholders to make aproper judgment and for Yorozu’s Board of Directors and the Independent Advisory Committee to come up
with the Formation of Opinions and the Preparation of a Substitute Plan, then Yorozu’s Board of Directors
shall be entitled, upon recommendations of the Independent Advisory Committee, to extend the Necessary
Information Provision Period by up to thirty (30) days, in which cases Yorozu’s Board of Directors shall value
the opinions of the Independent Advisory Committee to the maximum extent possible.
If Yorozu’s Board of Directors or the Independent Advisory Committee determines that provision of LargeScale Purchase Information has been completed (including cases in which part of the information demanded
was not submitted but a reasonable explanation on such non-submission is given and hence provision of
Large-Scale Purchase Information may be considered to have been completed) or when the Necessary
Information Provision Period expires, Yorozu will immediately disclose that fact to the shareholders inaccordance with the applicable laws and regulations, and the rules and regulations of the Financial
Instruments Exchanges. As described in (d) below, the Board of Directors’ Evaluation Period (defined in (d)below) shall be calculated from the day immediately following the date of said disclosure. Furthermore, in
principle, Yorozu will disclose the information that is part of the Large-Scale Purchase Information and may benecessary for the shareholders to determine whether or not to accede to the Large-Scale Purchase in a timely
and appropriate manner at a certain appropriate time subsequent to receipt of the initial or additionallyprovided Large-Scale Purchase Information pursuant to the decision of Yorozu’s Board of Directors or the
Independent Advisory Committee in accordance with the applicable laws and regulations, and rules andregulations of the Financial Instruments Exchanges.
The language to be used in providing the Large-Scale Purchase Information pursuant to the Large-Scale
Purchase Rules and other notices and communications to Yorozu shall be limited to Japanese.
(i) An overview (including specific name, capital structure, equity investment ratios, financial conditions andpresence or otherwise of law violation over the past 10 years (plus an overview of such law violation if
present), executives’ names, brief personal histories and presence or otherwise of law violation in thepast (plus an overview of such law violation if present) of the Large-Scale Purchaser and its group(including major shareholders or equity investors and significant subsidiaries/affiliates, major partners
and equity investors (irrespective of whether they are direct or indirect equity investors) and otherconstituent members, managing partners and persons continuously performing investment advisory
services if the Large-Scale Purchaser is a fund or a business entity involved in equity investments insuch fund; hereafter the same shall apply);(ii) The specific content and presence or absence, or state of effectiveness in the internal control system of
the Large-Scale purchaser and its group (including the group internal control system; hereafter the same
shall apply);(iii) The status of holding of Yorozu’s share certificates, status of holding of derivatives and other financial
derivatives instruments against Yorozu’s share certificates or the Yorozu Group’s business-related
assets as underlying assets, and status of stock lending and short selling of Yorozu’s share certificates;(iv) Purpose, method and content of the Large-Scale Purchase of Yorozu’s Shares (including the class andnumber of share certificates being the object of the Large-Scale Purchase, type and price ofconsideration for the Large-Scale Purchase, timing for the Large-Scale Purchase, structure of relatedtransactions, lawfulness of the method of the Large-Scale Purchase, feasibility of the Large-Scale
Purchase and related transactions (details of terms if the Large-Scale Purchase is made related tocertain specific terms), and the statement of a possibility that Yorozu’s share certificates will be delisted
after completion of the Large-Scale Purchase and the reason for such possibility; an opinion of aqualified attorney at law on the lawfulness of the method of the Large-Scale Purchase shall be
submitted);(v) Presence or absence of communication of intent with a third party on the occasion of the Large-Scale―18—

Purchase (including the communication of intent on performing the Important Proposed Act, etc. to
Yorozu (meaning the Important Proposed Act, etc. defined in Article 27-26, paragraph 1 of the FIX Act;
hereafter the same shall apply), and its specific aspect and content if the communication of intent exists;(vi) Calculation basis for consideration of the purchase related to the Large-Scale Purchase and its
calculation details (including facts and assumptions constituting the premises of calculation, calculation
method, name of calculating organ, information on said calculating organ, numerical value information
used for calculation, amounts of synergy and dis-synergy that are expected to arise from a series oftransactions relating to the Large-Scale Purchase);(vii) Support for funding of the purchase relating to the Large-Scale Purchase (including specific name of theproviders of funds (including effective providers of funds irrespective of whether they are direct or indirect
providers), procurement method, presence or absence of terms and content of execution of funding
provision including collateral after funding provision, presence or absence and content of any covenant,and specific content of related transactions);(viii) Yorozu Group’s management policy, business plan, financial plan, funding plan, investment plan, capital
policy and dividend policy (including a plan on sale of Yorozu’s assets, provision of collateral, and otherdisposition after completion of the Large-Scale Purchase) contemplated after completion of the LargeScale Purchase, and policies on responding to and dealing with Yorozu Group’s officers, employees,
business partners, customers, community-related persons (including local public bodies of areas where
research laboratories and factories are located) and Yorozu’s other stakeholders;(ix) Presence or absence of any connection with antisocial forces or terrorism-related organizations(irrespective of whether such connection is direct or indirect) and, if there is a connection, details of suchconnection and policy to deal with such connection;(x) Matters subject to regulations under the domestic and foreign Laws and Regulations that may be applied
to the Large-Scale Purchase, probability of approval or permission being obtained from domestic or
foreign governments or third parties under the Antimonopoly Act and other Laws and Regulations (alegal opinion on these matters of a qualified attorney at law shall be submitted);(xi) Possibility of maintaining domestic and foreign permissions necessary for the Yorozu Group’s
management after completion of the Large-Scale Purchase, and possibility of compliance with various
domestic and foreign Laws and Regulations; and(xii) Any other information that Yorozu’s Board of Directors or the Independent Advisory Committee may
reasonably find necessary and a Letter of Intention in writing, in principle, within five (5) business days
from the date of receipt by Yorozu’s Board of Directors of a flawless and appropriate request.
(d) Establishment of Board of Directors’ Evaluation Period, etc.
In accordance with the contents of Large-Scale Purchase disclosed by the Large-Scale Purchaser,
Yorozu’s Board of Directors shall establish the following period (i) or (ii) as the period for the Board of
Directors to evaluate, examine, formulate its opinion, draft alternative proposals, and negotiate with the LargeScale Purchaser (both periods shall start on the date following the day when the Company has disclosed thatthe Board of Directors or Independent Advisory Committee judged the completion of the provision of
information on the Large-Scale Purchase or the period for providing necessary information ended; hereinafterreferred to as the “Board of Directors’ Evaluation Period”). A Large-Scale Purchase shall be commenced only
after the expiration of the Board of Directors’ Evaluation Period, unless otherwise stated. The said Board of
Directors’ Evaluation Period was established taking into consideration the difficulty in evaluating andexamining the contents of Yorozu’s business, and the degree of difficulty in formulating its opinion anddrafting alternative proposals, etc.
(i) In cases where purchase of all shares, etc. of the Company is to be done by a tender offer which
proposes cash (yen currency) as the only consideration: Sixty (60) days at maximum; or(ii) In cases where a Large-Scale Purchase other than (i) above is to take place: Ninety (90) days at
maximum.
Based on the information provided by the Large-Scale Purchaser, Yorozu’s Board of Directors shallevaluate, examine, formulate its opinion, draft alternative proposals, and negotiate with the Large-Scale
Purchaser concerning Large-Scale Purchase which is intended to protect and enhance the corporate value of
the Company and shareholders’ common interests during the Board of Directors’ Evaluation Period. When
Yorozu’s Board of Directors takes these actions, it shall receive advice from third-party experts (financial―19—

advisors, attorneys, certified public accountants, certified public tax accountants, etc.) independent of theBoard, if necessary. All expenses incurred shall be borne by Yorozu, except for exceptional cases which are
specifically deemed unreasonable.
If there are unavoidable circumstances where Yorozu’s Board of Directors is unable to initiate
countermeasures or resolves not to initiate them during the Board of Directors’ Evaluation Period because theIndependent Advisory Committee does not make recommendations listed in (f) below during the Board of
Directors’ Evaluation Period, Yorozu’s Board of Directors, in accordance with the recommendation of the
Independent Advisory Committee, may extend the Board of Directors’ Evaluation Period up to thirty (30) days
(the first day of the period shall not be included in the calculation). If Yorozu’s Board of Directors resolves toextend the Board of Directors’ Evaluation Period, the said specific period resolved and the reasons why said
specific period is necessary shall be disclosed in a timely and appropriate manner in accordance withapplicable laws and regulations as well as the rules and regulations of the Financial Instruments Exchanges.
(e) Consultation with Independent Advisory Committee
At its Board of Directors’ meeting held on April 1, 2015, Yorozu established the Independent Advisory
Committee as an advisory organization for the Board of Directors, judging that there might be occasions
where it is appropriate to request advice of an independent advisory committee, consisting of people who are
independent of the management responsible for Yorozu’s business execution, on corporate governance,
capital policy and other important management issues. When determining whether to take countermeasuresagainst the Large-Scale Purchase in accordance with this plan, Yorozu’s Board of Directors shall consult with
the Independent Advisory Committee in advance in order to preclude an arbitrary judgment of Yorozu’s Boardof Directors for their initiation.
The Independent Advisory Committee may receive advice from third-party experts (financial advisors,
attorneys, certified public accountants, certified public tax accountants, etc.) independent of the Board and theCommittee, if necessary. All expenses incurred shall be borne by Yorozu, except for exceptional cases which
are specifically deemed unreasonable.
The Independent Advisory Committee shall be composed of three or more people who are independent of
the management of Yorozu: Exhibit 3 shows the names and curricula vitae of the current Independent
Advisory Committee members.
As far as this plan is concerned, the resolution of the Independent Advisory Committee shall be made byunanimous vote with the attendance of all the current Committee members in principle. Provided, however,that if an Independent Advisory Committee member has an unavoidable reason including an accident, it shallbe made by unanimous vote of all the Independent Advisory Committee members in attendance except forthe said one.
(f) Recommendation procedures of the Independent Advisory Committee and Resolution by Yorozu’s Boardof Directorsi) Recommendations of the Independent Advisory Committee
In accordance with (1)–(4) below, the Independent Advisory Committee shall give recommendations
concerning the Large-Scale Purchase to Yorozu’s Board of Directors during the Board of Directors’
Evaluation Period.
1) In cases where the Large-Scale Purchase Rules are not complied with
In cases where the Large-Scale Purchaser violates the Large-Scale Purchase Rules on important
points, if the said violation is not rectified within five (5) business days (the first day of the period shallnot be included in the calculation; hereinafter referred to as the “rectification period”) after Yorozu’s
Board of Directors demands in writing that the said Large-Scale Purchaser rectifies the violation, theIndependent Advisory Committee shall recommend that Yorozu’s Board of Directors takecountermeasures against the Large-Scale Purchase (if it is clear that the said violation is not going to berectified, the initiation of countermeasures shall be recommended even before the expiration of therectification period) except for cases where it is clearly necessary for the protection and enhancement of
the corporate value of Yorozu and shareholders’ common interests not to initiate countermeasures, orthere are other specific circumstances. If such recommendations are made, Yorozu shall disclose in atimely and appropriate manner the opinion of the Independent Advisory Committee and the reasons for
its opinion as well as other information deemed appropriate in accordance with applicable laws andregulations as well as the rules and regulations of the Financial Instruments Exchanges.
―20—

It should be noted that even after having recommended the initiation of countermeasures, if theLarge-Scale Purchase is withdrawn or there have otherwise been changes to the facts which were thepreconditions for the decision, the Independent Advisory Committee may recommend the revocation ofcountermeasures, the suspension of the initiation, etc. When such new recommendation is made,Yorozu shall also disclose in a timely and appropriate manner the opinion of the Independent Advisory
Committee and the reasons for its opinion as well as other information deemed appropriate inaccordance with the applicable laws and regulations as well as the rules and regulations of the
Financial Instruments Exchanges.
2) In cases where the Large-Scale Purchase Rules are observed
If a Large-Scale Purchaser observes the Large-Scale Purchase Rules, the Independent Advisory
Committee shall recommend to Yorozu’s Board of Directors a non-initiation of the countermeasuresagainst the Large-Scale Purchase.
However, even for cases where the Large-Scale Purchase Rules are observed, if the Independent
Advisory Committee judges that the said Large-Scale Purchase is found to significantly undermine
Yorozu’s enterprise value and common interests of shareholders due to reasons specified either in item
a. or b. below (hereinafter collectively referred to as an “Abusive Purchase”) and the initiation ofcountermeasures would be appropriate, the Committee shall recommend the initiation ofcountermeasures against such Large-Scale Purchase:a. In cases where it is clear that a Large-Scale Purchase will significantly undermine Yorozu’s enterprisevalue and common interests of shareholders due to the acts listed below:(i) Act of acquiring share certificates of Yorozu merely for the purpose of raising its stock price andselling them to relevant parties of Yorozu at high prices despite having no intention to truly
participate in Yorozu’s management, (so-called green mailers);(ii) Act of acquiring share certifies of Yorozu for the purpose of conducting so-called scorched-earth
management, such as temporarily controlling the management of Yorozu in order to transfer
intellectual property rights, know-how, confidential business information, major business partners
and customers, etc. to the Large-Scale Purchaser or its group companies, etc.;(iii) Act of acquiring share certificates of Yorozu so that after gaining control over Yorozu’s
management, it will divert assets of Yorozu to collateral or funds for repayment of the said LargeScale Purchaser or its group companies, etc.
(iv) Act of acquiring share certificates of Yorozu for the purpose of temporarily controlling themanagement of Yorozu in order to dispose of, by selling, etc., valuable assets such as properties
and securities so that high dividends are paid temporarily with the gains of such disposals, orshares will be bought at high prices upon a rapid rise of stock prices due to temporary highdividends;
b. In cases where the methods of purchase proposed by the Large-Scale Purchaser, represented by socalled coercive two-tier tender offers (executing purchases of shares, such as tender offers, whereby
all shares are not purchased in the initial purchase, and disadvantageous purchase terms are set, thepurchase terms are not made explicitly clear, or concerns arise about future marketability of Yorozu by
the delisting, etc. in the second stage; and as a result shareholders may essentially be forced toaccept tender offers)—which structurally restrict the opportunities or freedom of shareholders todecide, may effectively force shareholders to sell the share certificates of Yorozu;
Procedures for disclosure concerning such recommendations and the subsequent newrecommendations shall be in accordance with those in 1) above.
3) Recommendation by the Independent Advisory Committee for the confirmation of shareholders’ intent
The Independent Advisory Committee may recommend that Yorozu’s Board of Directors confirm
shareholders’ intent in the form of a vote about the need and contents of the initiation ofcountermeasures against the Large-Scale Purchase at the general meeting of shareholders.
If such recommendation is made, Yorozu shall disclose the matters deemed appropriate by its Board of
Directors in a timely and appropriate manner in accordance with the applicable laws and regulations aswell as the rules and regulations of the Financial Instruments Exchanges.
It should be noted that even after having recommended that Yorozu’s Board of Directors confirm
shareholders’ intent, if the Large-Scale Purchase is withdrawn or there have otherwise been changes to―21—

the facts which were the preconditions for the decision, the Independent Advisory Committee may
newly recommend the revocation of countermeasures, the suspension of the initiation, etc.
When such new recommendation is made, Yorozu shall also disclose in a timely and appropriatemanner the opinion of the Independent Advisory Committee and the reasons for its opinion, and otherinformation deemed appropriate in accordance with applicable laws and regulations as well as rules andregulations of Financial Instruments Exchanges.
4) Other recommendations, etc. by the Independent Advisory Committee
In addition to the above, the Independent Advisory Committee may give Yorozu’s Board of Directors
recommendations deemed appropriate from the viewpoint of maximizing the enterprise value of Yorozu
or common interests of shareholders as appropriate. The Independent Advisory Committee may also
recommend that Yorozu’s Board of Directors cancel countermeasures or suspend their initiation.
Procedures for the disclosure of such recommendations and the subsequent new recommendations
shall be in accordance with those in 1) above.
ii) Resolution by Yorozu’s Board of Directors
Unless there are some extraordinary circumstances which clearly run counter to the Duty of Due Careof a Prudent Manager as Director, Yorozu’s Board of Directors, while respecting the recommendationsof the Independent Advisory Committee to the maximum extent, shall make the initiation or noninitiation of countermeasures, convocation of Yorozu’s General Meeting of Shareholders in the method
stated in iii) below, and other necessary resolutions in accordance with the prescribed procedures under
the Plan without delay.
Moreover, it should be noted that even after the Independent Advisory Committee recommends that
Yorozu’s Board of Directors initiate countermeasures, if the Large-Scale Purchase is withdrawn or there
have otherwise been changes in the facts which were the preconditions for the decision, Yorozu’s
Board of Directors may decide on the cancellation of the initiation of countermeasures, etc.
When such resolution is made, Yorozu shall disclose in a timely and appropriate manner the opinion ofits Board of Directors and the reasons for its opinion, and other information deemed appropriate inaccordance with the applicable laws and regulations as well as the rules and regulations of the
Financial Instruments Exchanges.
iii) Convocation of Yorozu’s General Meeting of Shareholders
Yorozu’s Board of Directors shall convene Yorozu’s General Meeting of Shareholders as soon as
possible if it decides to hold Yorozu’s General Meeting of Shareholders to vote on the initiation ofcountermeasures under the Plan. In this case, a Large-Scale Purchase shall be executed after thedisapproval of the proposal to initiate countermeasures at Yorozu’s General Meeting of Shareholders
and its conclusion. If the proposal to initiate countermeasures under the Plan is approved, Yorozu’s
Board of Directors shall resolve to initiate countermeasures under the Plan against the said Large-Scale
Purchase. If the proposal to initiate countermeasures under the Plan is disapproved at the said General
Meeting of Shareholders, countermeasures under the Plan shall not be initiated against the said LargeScale Purchase.
Even when convocation procedures are started for the said General Meeting of Shareholders, if
subsequently Yorozu’s Board of Directors resolves to not initiate countermeasures, or it is decided that
it is appropriate for Yorozu’s Board of Directors to resolve to initiate countermeasures, Yorozu may
cancel the convocation procedures for its General Meeting of Shareholders. When such resolution is
made, Yorozu shall also disclose in a timely and appropriate manner the opinion of Yorozu’s Board of
Directors and the reasons for its opinion, and other information deemed appropriate in accordance withthe applicable laws and regulations as well as the rules and the regulations of Financial Instruments
Exchanges.
(g) Changes of Large-Scale Purchase Information
In accordance with the provisions in (c) above, after Yorozu discloses that the provision of Large-Scale
Purchase information has completed, and if Yorozu’s Board of Directors or Independent Advisory Committee
judges that important changes have been made by the Large-Scale Purchaser to the information on the said
Large-Scale Purchase, by disclosing the same in a timely and appropriate manner and its reasons, and otherinformation deemed appropriate in accordance with the applicable laws and regulations as well as the rules
and regulations of the Financial Instruments Exchanges, procedures under the Plan concerning the Large―22—

Scale Purchase based on previous information on the Large-Scale Purchase (hereinafter referred to as the“Pre-Change Large-Scale Purchase”) shall be cancelled, and the Large-Scale Purchase based on theinformation after the change on the Large-Scale Purchase shall be treated as a different Large-Scale
Purchase from the previous one, and new procedures under the Plan shall be applied.
(h) Specific Contents of Countermeasures
The countermeasures to be initiated by Yorozu under the Plan against the Large-Scale Purchase are
expected to be those by Allotment of Subscription Rights without Contribution under Article 277 et seq. of theCompanies Act (hereinafter the allotted subscription rights are referred to as the “Share Subscription Rights”).
Provided, however, that if it is judged appropriate to initiate other measures recognized as falling under the
mandate of the Board of Directors by the Companies Act or other Laws and Regulations as well as the
Articles of Incorporation of Yorozu, said measures may be taken.
While Exhibit 4 shows an outline of the Allotment of Share Subscription Rights without Contribution as acountermeasure against the Large-Scale Purchase, when the Allotment of Share Subscription Rights is
implemented in practice, the exercise period, exercise conditions, acquisition clauses, etc. take into
consideration the effect of the countermeasure against the Large-Scale Purchase, including the acquisition
clause stipulating (i) exercise conditions which will not allow the exercise of rights by those who fall under the
categories of exceptional matters (meaning certain Large-Scale Purchasers determined by the Board of
Directors in accordance with the prescribed procedures and co-holders and Specially Related Parties of them,and those who are found by Yorozu’s Board of Directors to be persons effectively controlled by these parties
and act jointly or in coordination with them); or (ii) conditions for the exercise that Yorozu may only acquire
said Share Subscription Rights of those with Share Subscription Rights other than those who fall under the
categories of exceptional matters.
Yorozu may make shelf registration concerning the Share Subscription Rights with the resolution of
Yorozu’s Board of Directors, in order to enable flexible Allotment of Share Subscription Rights.
4. Term of Validity of the Plan and Its Continuation, Abolishment and Changes
On continuing the Anti-Takeover Measures by the Plan, Yorozu shall submit a proposal for approval
concerning the continuation of the Anti-Takeover Measures by the Plan to this Ordinary General Meeting of
Shareholders, in order to have an opportunity to appropriately reflect the intention of shareholders.
The Term of Validity of the Plan shall be from the point in time when a proposal for approval concerning thecontinuation of the Anti-Takeover Measures by the Plan is approved at the conclusion of the first Board of
Directors’ meeting to be held after the last Ordinary General Meeting of Shareholders which ends within three
years from the conclusion of this Ordinary General Meeting of Shareholders. Provided, however, that if at theconclusion of the said Board of Directors’ meeting, there are persons, stipulated by the Independent Advisory
Committee, who are engaging in or intend to engage in a Large-Scale Purchase, the Plan shall continue to be
applied in relation to the action being taken or intended to be taken after the conclusion of the above Board of
Directors’ meeting. However, even before the expiration of the Term of Validity, the Plan shall be abolishedwhen: (1) a proposal to abolish the Plan is approved at Yorozu’s General Meeting of Shareholders; or (2) aresolution to abolish the Plan is made at a meeting of Yorozu’s Board of Directors. Moreover, since the termsof office for Directors of the Company is one (1) year, it is possible to confirm the intent of shareholders
concerning the continuation or abolition of the Plan through the exercise of voting rights concerning a
proposal for the selection of Directors at Yorozu’s Ordinary General Meeting of Shareholders. If the proposal
for approval concerning the continuation of the Anti-Takeover Measures by the Plan is not approved byshareholders in this Ordinary General Meeting of Shareholders, the Plan shall be abolished immediately.
From this year onward, the pros and cons of the continuation of, abolishment of or changes to the Plan
shall be examined at the first meeting of Yorozu’s Board of Directors to be held after Yorozu’s Ordinary
General Meeting of Shareholders; and required resolutions shall be made, if necessary.
Moreover, there are cases where Yorozu revises or changes the Plan, with the approval of the Independent
Advisory Committee, to the extent deemed reasonably necessary due to the revision of laws and regulations,and the rules and regulations of the Financial Instruments Exchanges; changes in their interpretation andimplementation; or changes in the tax system, judicial precedents, etc. Provided, however, that when making
important changes to the contents of the Plan, in order to have an opportunity to appropriately reflect theintent of shareholders, Yorozu shall submit to its General Meeting of Shareholders a proposal for approval―23—

concerning the introduction of the Plan after the change; the Plan after the change shall take effect oncondition of shareholders’ approval.
When a resolution for abolition, changes, etc. of the Plan is approved, Yorozu shall disclose in a timely andappropriate manner matters deemed appropriate by its Board of Directors in accordance with applicable laws
and regulations as well as rules and regulations of the Financial Instruments Exchanges.
5. Impact on Shareholders and Investors(1) The Plan’s impact on shareholders and investors at the time of its taking effect
Share Subscription Rights themselves are not issued when the Plan takes effect. As a result, the Plan shallnot have a direct and concrete effect on the rights and economic interests of shareholders and investors when
the Plan takes effect.
(2) Impact on shareholders and investors at the time of providing Share Subscription Rights without
Contribution
While there are cases where Yorozu’s Board of Directors takes countermeasures against a Large-Scale
Purchase with the aim of ensuring and improving enterprise value or shareholders’ common interests, it is notenvisaged to have a direct and concrete impact on statutory rights and economic interests of shareholders
and investors, because due to the structure of the expected countermeasures, at the time of issuing Share
Subscription Rights, despite dilution of value per share possessed by shareholders, dilution of value for all theshares of Yorozu possessed by shareholders does not occur.
Provided, however, that if Anti-Takeover Measures are initiated, there is a possibility that there willconsequently be an impact on the statutory rights or economic interests of Persons Falling under Exceptions.
Moreover, in cases where Allotment of Share Subscription Rights without contribution is resolved as acountermeasure, and after shareholders to receive Share Subscription Rights without Contribution aredetermined, if Yorozu cancels the Allotment of Share Subscription Rights without Contribution or acquires
without compensation Share Subscription Rights allotted without contribution, dilution of value per share ofYorozu shall not occur; and therefore, there is a possibility that investors who have performed transactions
assuming that dilution of value per share of Yorozu will occur will suffer from corresponding damages due tochanges in stock prices.
Moreover, regarding procedures for the exercise and acquisition of allotted Share Subscription Rights
without Contribution, procedures concerning shareholders are as follows:
If Yorozu’s Board of Directors resolves to allot Share Subscription Rights without Contribution, Yorozu shallset the record date for the allotment of Share Subscription Rights, and allot Share Subscription Rights
according to the number of owned shares to the shareholders who are written or recorded on the last list ofshareholders on the said record date. The Company shall send the shareholders whose names are written orrecorded on the last list of shareholders on the said record date the request form for exercising Share
Subscription Rights. (It should be in the form specified by Yorozu, which may include wording to the effect thatshareholders themselves pledge to be not Persons Falling under Exceptions, and if such pledge includes afalse statement, the allotted common stock of Yorozu shall be returned immediately.) By paying one (1) yen
per Subscription Right and submitting the required documents within the exercise period stipulated separately
by Yorozu’s Board of Directors, one Yorozu common stock shall be issued for one Subscription Right;
provided, however, that there are cases where Persons Falling under Exceptions cannot exercise Share
Subscription Rights.
On the other hand, in cases where mandatory repurchase of Share Subscription Rights is attached toShare Subscription Rights, and Yorozu acquires the Share Subscription Rights, shareholders shall, without
paying the equivalent of the Exercise price, receive Yorozu’s common stock as consideration for theacquisition by Yorozu of Share Subscription Rights. (Please be advised that in this case, shareholders may berequired to submit documents stating to the effect that shareholders themselves pledge that they are not
Persons Falling under Exceptions, etc., and if such pledge included a false statement, they would return
Yorozu’s allotted common shares immediately, in addition to the document for personal identification and theone describing information on the account for the transfer of Yorozu’s common stock.) Provided, however,that as stated above, for Persons Falling under Exceptions, Share Subscription Rights owned by them may
not become subjects of acquisition.
Details of these procedures shall be disclosed in a timely and appropriate manner in accordance with―24—

applicable laws and regulations, as well as the rules and regulations of the Financial Instruments Exchanges
when these procedures are required in practice; please confirm the said contents.
6. Rationality of the PlanAs shown below, the Plan meets the three principles 1) Principle of protecting and enhancing enterprisevalue and shareholders’ common interests; 2) Principle of prior disclosure and the principle of shareholders’intent; and 3) Principle of ensuring necessity and reasonableness stipulated in the “Guidelines Regarding
Takeover Defense for the Purposes of Protection and Enhancement of Corporate Value and Shareholders’Common Interests” published by the Ministry of Economy, Trade and Industry and the Ministry of Justice on
May 27, 2005. In addition, it has high rationality, taking into account “Takeover Defense Measures in Light ofRecent Environmental Changes” published by the Corporate Value Study Group on June 30, 2008; “Principle
1.5 Anti-Takeover Measures” in “Japan’s Corporate Governance Code: Seeking Sustainable Corporate
Growth and Increased Corporate Value over the Mid- to Long-Term” published by the Tokyo Stock Exchange
on June 1, 2015; and other practices and discussions on anti-takeover measures.
(1) Protection and enhancement of enterprise value or shareholders’ common interests
As stated in 3 (1) above, the Plan makes it possible—by requiring Large-Scale Purchasers to provide inadvance necessary information concerning the Large-Scale Purchase and ensure the period for considerationand negotiation—that shareholders decide appropriately whether or not to accept the said Large-Scale
Purchase; Yorozu’s Board of Directors provides shareholders with its opinion (approval or disapproval) as wellas substitute plans; or it negotiates with the Large-Scale Purchasers on behalf of shareholders; therefore, it
should continue with some changes with the objective of protecting and enhancing Yorozu’s enterprise value
and common interests of its shareholders.
(2) Prior disclosure
The Company shall disclose the Plan in order to increase predictability for shareholders, investors andLarge-Scale Purchasers, as well as ensure appropriate opportunities for selection for shareholders.
Moreover, going forward, Yorozu will disclose in a timely and appropriate manner in accordance with theapplicable laws and regulations, and the rules and regulations of the Financial Instrument Exchange.
(3) Giving importance to shareholders’ intent
The Company shall confirm shareholders’ intent by submitting for approval a proposal concerning thecontinuation of Anti-Takeover Measures of the Plan at this Ordinary General Meeting of Shareholders. Ifshareholders do not approve, the Plan will be abolished. As stated above, if a proposal to the effect ofabolishing the Plan at Yorozu’s General Meeting of Shareholders is approved, the Plan shall be abolished atthat point in time, leaving its existence at the will of shareholders.
(4) Acquisition of outside experts’ opinion
As stated in 3(2)(d) above, when Yorozu’s Board of Directors evaluates, examines, forms opinions, andprepares a Substitute Plan concerning a Large-Scale Purchase, and negotiates with the Large-Scale
Purchaser, it shall receive advice from third-party experts (financial advisors, attorneys, certified public
accountants, certified public tax accountants, etc.) independent of the Board, if necessary. This process will
ensure the objectivity and rationality of the judgment by Yorozu’s Board of Directors.
(5) Consultation with Independent Advisory Committee
As stated in 3(2)(e) above, Yorozu shall utilize the existing Independent Advisory Committee in order toensure necessity and reasonableness, at the same time to prevent managers from abusing the Plan for theirself-protection. When Yorozu’s Board of Directors initiates countermeasures, it shall respect therecommendation of the Independent Committee to the maximum extent in order to ensure the fairness of its
judgment and to preclude arbitrary judgment of the Board. Moreover, the Independent Advisory Committee
may receive advice from third-party experts (financial advisors, attorneys, certified public accountants,
certified public tax accountants, etc.) independent of the Board and the Committee, if necessary. This process
will ensure the objectivity and rationality of the judgment of the Independent Advisory Committee on its
recommendations.
(6) Establishment of Rational Objective Requirements
As described in 3 (2) above, this Plan is designed in ways so that countermeasures will not be exercised
unless predetermined rational and objective requirements are satisfied. Therefore, a framework is in place for
ensuring that countermeasures will not be arbitrarily initiated by Yorozu’s Board of Directors.
―25—

(7) No Dead-Hand Feature or Slow-Hand Feature among the Anti-Takeover Measures
As stated in 4 above, since it can be abolished at any time by Yorozu’s General Meeting of Shareholders or
the Board of Directors composed of Directors selected by the General Meeting of Shareholders, the Plan is
not a so-called Dead-Hand Feature among the Anti-Takeover Measures (which cannot be prevented even bychanging the majority of the members of the Board of Directors) or Slow-Hand Feature among the AntiTakeover Measures (which requires time to prevent initiation as the members of the Board of Directors cannot
be changed all at once).

―26—

(Exhibit 1)
Overview of the Status of Holding of Yorozu’s Shares (as of March 31, 2018)
1. Total Number of Shares
Class

Number of Total Shares Authorized (Shares)

Ordinary shares

64,000,000

Total

64,000,000

2. Issued and outstanding shares
Class

Total Number of Issued
and Outstanding Shares

Listing Financial
Instruments Exchange

Details

Ordinary shares

25,055,636

Tokyo Stock Exchange
The First Section

The number of sharesconstituting one trading
unit is 100 shares.

3. Major Shareholders
Number of
Shares Owned(1,000 shares)

Ownership Ratio(%)

Japan Trustee Services Bank, Ltd. (trust account)

2,590

10.90

BBH FOR FIDELITY PURITAN
TR:FIDELITY SR INTRINSICOPPORTUNITIES FUND

1,852

7.79

The Master Trust Bank of Japan (trust account)

925

3.89

Shido Holdings Co., Ltd.

883

3.72

JFE Steel Corporation

843

3.55

Mizuho Bank, Ltd.

842

3.55

The Bank of Yokohama, Ltd.

842

3.55

Suzuki Motor Corporation

800

3.37

STATE STREET BANK AND TRUSTCOMPANY 505224

689

2.90

Mitsubishi UFJ Trust and Banking Corporation

682

2.87

Name

Note: 1. Any number of shares owned that is less than 1,000 has been rounded down, and the ownership ratio has
been rounded off.

2. The Company owns 1,285,000 treasury shares, but the ownership ratio has been calculated bydeducting treasury shares from the total number of issued and outstanding shares.

―27—

(Exhibit 2)
Procedures of the Plan
Emergence of Large-Scale
Purchaser

Compliance with Large-Scale
Purchase Rules

Non-Compliance with Large-Scale
Purchase Rules

Independent Advisory Committee

Independent Advisory Committee

Recommendations not to start
countermeasures as a rule, but
recommendations to do so incase of abusive purchasers

Board of Directors

Recommendations to start
countermeasures as a rule

Board of Directors

Shareholders Meeting

Shareholders Meeting

Non-Implementation/Suspensionof Countermeasures

Implementation ofCountermeasures* Exhibit 2 indicates an outline of the procedures of the Plan. For further
details, please see the text.

―28—

(Exhibit 3)
Names and Profiles of Independent Advisory Committee Members
NameProfile(DOB)

Apr. 1961
Jul. 1993
Nov. 1994
Masaharu Hino
(January 9, 1936)

Hidenobu Nakagawa(November 20, 1967)

Toshinaga Koizumi(January 28, 1943)

Chiaki Tsuji(April 29, 1953)

Jun. 1996
Feb. 1997
Jun. 1998
Jul. 2000
Jan. 2001
Feb. 2001
Apr. 1992
Sep. 1997
Apr. 1998
Sep. 1999
Apr. 2003
Aug. 2004
Apr. 1965
Jun. 1996
Jun. 1997
Jul. 2000
Jun. 2001
Jun. 2003
Jun. 2009
Jun. 2017
Apr. 1979
Apr. 1979
Oct. 1990
Oct. 1990
Jul. 2001
Apr. 2004
Jun. 2017
Apr. 2018

Appointed as public prosecutor
Head of the Public Safety Department of the Supreme Public
Prosecutors OfficeDirector General, Research and Training Institute of the Ministry ofJusticeSuperintending Prosecutor, Sendai High Public Prosecutors Office
Superintending Prosecutor, Nagoya High Public Prosecutors OfficeCommissioner, Financial Supervisory Agency
Commissioner, Financial Services Agency
Advisor, Financial Services Agency (until June 2002)
Certified as an attorney, opened Masaharu Hino Law Office
Certified as an attorney, Nagashima & Ohno Law Office
Kirkland & Ellis LLP
Qualified as a lawyer in the State of New York
Merrill Lynch Securities, Tokyo BranchSeconded to UFJ Strategic Partner Co., Ltd.
Partner, TMI Associates
The Industrial Bank of Japan, Limited
Managing Director of the BankManaging Director, Nissan Motor Co., Ltd.
Auditor, Kowa Real Estate Co., Ltd.
Vice President & Representative Director, Riken Corporation
President & Representative Director, Riken Corporation
Chairman & Representative Director, Riken Corporation
Special Advisor, Riken Corporation
Registered as a lawyer (Tokyo Bar Association)
Joined Yamamoto Eisoku Law Office
Qualified as a lawyer in Germany (Japanese law)
Partner of Peter & Beyer Law Office (Germany)
Partner Lawyer of YOSHIOKA.TSUJI LAW OFFICE
Professor at the Graduate School of Law, Yamanashi
Gakuin University
Outside Director of the Company (Audit & Supervisory Committee
Member)Visiting Professor at the Faculty of Law, Yamanashi Gakuin University

―29—

Name

Profile(DOB)

Apr. 2005

Registered as certified public accountant
Joined Nihombashi Corporation Certified Public
Feb. 2006
Accountants
Jul. 2010
Joined Resources Global Professionals Japan K.K.
Chieko Ogawa
Registered as U.S. certified public accountant (licensed in
Sep. 2010(February 14, 1963)
Washington State)
Feb. 2014
Registered as a tax accountant
Mar. 2014
Established Ogawa Accounting OfficeOutside Director of the Company (Audit & Supervisory Committee
Jun. 2017
Member)* Between the independent advisory committee members and their organizations and Yorozu, there is no
payment or receipt of money except for compensation as a member of the independent advisory committee(compensations as outside directors for Chiaki Tsuji and Chieko Ogawa).

―30—

(Exhibit 4)
Outline of Procedure for Exercising Share Subscription Rights without Contribution
1. Target shareholders
One Share Subscription Right will be allocated without contribution for one share owned by the shareholders
who are listed or recorded on the final shareholders list on the record date separately designated by the Board of
Directors (excluding Yorozu’s common shares owned by Yorozu).
2. Number of shares to be granted upon the exercise of Share Subscription Rights
The class of the shares to be delivered upon the exercise of Share Subscription Rights will be Yorozu’s
common shares, and the number of the common shares to be granted by exercising the Share Subscription
Rights will be one.
3. Effective date of Share Subscription Rights without Contribution
The effective date will be designated separately at Yorozu’s Board of Directors.
4. Amount of assets contributed upon exercise of Share Subscription Rights
The objective of investment upon the exercise of Share Subscription Rights will be money, and the value of
one common share of Yorozu, which is the asset to be invested upon the exercise of share option rights, will be
one yen.
5. Restrictions on transfer of Share Subscription Rights
Any acquisition by transfer of Share Subscription Rights shall require approval of Yorozu’s Board of Directors.
6. Conditions for exercise of Share Subscription Rights
Conditions to exercise Share Subscription Rights shall be separately specified by Yorozu’s Board of Directors(conditions to exercise the rights may be attached considering the effectiveness of countermeasures against
large-scale purchases, such as conditions for exercise that any exercise of the rights by certain large-scalepurchasers provided in accordance with the prescribed procedures by Yorozu’s Board of Directors and their coholders, specially related parties, and those who are approved by Yorozu’s Board as being under effective
control by these people and acting in cooperation with or in collaboration with them (hereinafter referred to as“Persons Falling under Exceptions”) will not be permitted).
7. Acquisition of Share Subscription Rights by the Yorozu
Acquisition provisions may be attached in consideration of the effectiveness as countermeasures against
large-scale purchases, such as acquisition provisions that Yorozu can acquire all of the Share Subscription
Rights or the rights only owned by those but subject to exceptional reasons in accordance with the decisions ofYorozu’s Board of Directors, subject to either the arrival of the day when large-scale purchasers violate the largescale purchase rules and the occurrence of other certain reasons, or the arrival of the day that Yorozu’s Board of
Directors has separately specified.
8. Reasons for Share Subscription Rights without contribution (reasons for eliminating countermeasures)
When any one of the following reasons occurs, Yorozu may acquire all Share Subscription Rights without
payment of contribution.
(a) When an acquisition offer by a large-scale purchaser is approved by ordinary resolution at Yorozu’s Boardof Directors,(b) When a unanimous decision is reached at the independent advisory committee, and(c) When Yorozu’s Board of Directors decides separately.
9. Exercise period for Share Subscription Rights
The exercise period and other necessary issues for Share Subscription Rights shall be specified separately at
Yorozu’s Board of Directors in consideration of the effectiveness as countermeasures against large-scalepurchases.

―31—