This document has been translated from a part of the Japanese original for the convenience of non-Japanese shareholders.
In the event of any discrepancy between this translation and the Japanese original, the original shall prevail.

(Securities identification code: 4027)
June 8, 2023

To our shareholders:
Shunji Idei
Representative Director, President, andExecutive Officer
TAYCA CORPORATION
1-3-47 Funamachi, Taisho-ku, Osaka(Head Office: 4-11-6 Tanimachi, Chuo-ku, Osaka)

Notice of the 157th Ordinary General Meeting of Shareholders
We are pleased to announce the 157th Ordinary General Meeting of Shareholders of Tayca Corporation (the“Company”), which will be held as described below.
When convening this General Meeting of Shareholders, the Company takes measures for providing
information that constitutes the content of reference documents for the general meeting of shareholders, etc.
(items for which measures for providing information in electronic format are to be taken) in electronic
format, and posts this information on the Company’s website. Please access the Company’s website byusing the Internet address shown below to review the information.
The Company’s website:
https://www.tayca.co.jp/ir/meeting.php (in Japanese)
In addition to the Company’s website, the matters related to electronic provision are also posted on theTokyo Stock Exchange (TSE) website.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “TAYCA” in “Issue name(company name)” or the Company’s securities code “4027” in “Code,” and click “Search.” Then, click“Basic information” and select “Documents for public inspection/PR information.” Under “Filed
information available for public inspection,” click “Click here for access” under “[Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders Meeting].”)If you are not attending the meeting in person, you may exercise your voting rights by either of thefollowing methods. Please exercise your voting rights no later than 5:40 p.m., Monday, June 26, 2023
(Japan Standard Time) after reviewing the attached Reference Documents for the General Meeting of
Shareholders.
Exercising Voting Rights by the Internet
Please access the Company’s designated voting site (https://evote.tr.mufg.jp/). Next, please use the login ID
and provisional password given on the enclosed voting form and then input your approval or disapproval
for the proposals by the above deadline in accordance with the instructions on the screen.

-1-

Exercising Voting Rights in Writing
Please indicate your approval or disapproval for the proposals on the enclosed voting form and then returnit to us so that it arrives by the above deadline.

-2-Meeting Details
1. Date and time:

Tuesday, June 27, 2023 at 10:00 a.m. (Japan Standard Time)

2. Venue:

Hotel Nikko Osaka, 4th floor “Kujaku Room”
1-3-3, Nishi-Shinsaibashi, Chuo-ku, Osaka(Please note that the venue is changed from the last year’s meeting.)

3. Purposes:
Items to be reported:
1. Report on the contents of Business Report, Consolidated Financial Statements andNon-consolidated Financial Statements for the 157th Term (from April 1, 2022 toMarch 31, 2023)
2. Results of audit of the Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Committee for the 157th Term
Items to be resolved:
Proposal 1:
Election of Five (5) Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)
Proposal 2:
Election of Five (5) Directors Who Are Audit & Supervisory Committee Members
Proposal 3:
Election of an Accounting Auditor
Proposal 4:
Decision on Remunerations for Granting Restricted Stocks to Directors (Excluding
Directors who are Audit & Supervisory Committee Members and Outside Directors)
Proposal 5:
Continuation of the Response Policy on Large-Scale Purchases of the Company’s
Shares (Takeover Defense Measures)
4. Matters to be Decided Upon Convocation (Instructions for Exercising Voting Rights)(1) If there is no indication either of approval or disapproval for a proposal on the voting right exercise form,
it will be considered an indication of your approval.
(2) If voting rights are exercised multiple times via the Internet, the last exercise of your voting rights will beconsidered valid.
(3) If voting rights are exercised both in writing using the voting rights exercise form and via the Internet,
voting rights exercised via the Internet will be considered valid, regardless of when it is received.

We ask that you please present the enclosed voting form to the reception desk in the venue when attending themeeting in person.
<Requests to Shareholders> Based on the provisions in Article 16 of the Articles of Incorporation, among the items provided in electronic
format, the “Consolidated Statement of Changes in Equity,” “Notes to Consolidated Financial Statements,”“Non-Consolidated Statement of Changes in Equity” and “Notes to Non-Consolidated Financial Statements”
are not included in the attachments to this convocation notice. Accordingly, the consolidated financial
statements and non-consolidated financial statements audited by the Accounting Auditor and the Audit &Supervisory Committee include the Consolidated Statement of Changes in Equity, Notes to Consolidated
Financial Statements, Non-Consolidated Statement of Changes in Equity and Notes to Non-Consolidated
Financial Statements posted on the Company website (https://www.tayca.co.jp/) in addition to the documents
accompanying this notice.
 We will post any changes made to the matters described in the business reports, consolidated financial
statements, non-consolidated financial statements and Reference Documents for General Meeting of
Shareholders on the Company’s website.
 We will not be handing out gifts to shareholders who attend the General Meeting of Shareholders.
 If future developments necessitate any changes in the way the General Meeting of Shareholders will be run,shareholders will be informed on the Company’s website. Shareholders who plan to attend the meeting are
asked to check it before the General Meeting of Shareholders.
Thank you for your understanding.

-3-

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

Election of Five (5) Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)

The terms of office for all six Directors (excluding, however, Directors who are Audit & Supervisory
Committee Members) will expire at the conclusion of this meeting. Therefore, the Company proposes thatthe number of Directors be reduced by one and that five Directors be elected according to the decision by
the Nomination and Remuneration Committee so that strategic and flexible decisions can be made by the
Board of Directors.
Furthermore, the Audit & Supervisory Committee has confirmed that there are no special matters to bestated at the General Meeting of Shareholders regarding this proposal.
The candidates for Directors are as follows:
Candidates for Directors
No.

Name
(Date of birth)Shunji Idei
(March 24, 1964)
1

Career summary, position, and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1986

Joined the Company

Apr. 2012

General Manager of the Okayama ResearchLaboratory

Apr. 2015

General Manager of the Sales Department of
the Company

June 2017

General Manager of the Tokyo Branch

June 2018

Director and General Manager of the Tokyo
BranchAug. 2018

President of TFT Corporation

June 2019

Director, Senior Executive Officer, andGeneral Manager of the Tokyo Branch

June 2020

Director and Managing Executive Officer

June 2021

Director and Senior Managing Executive
OfficerJune 2022

Representative Director, President Executive
Officer of the Company (present position)

Number of theCompany’s
shares owned

13,800 shares(Current responsibilities)
In charge of the Internal Auditing Department
Reasons for nomination as a candidate for Director:
Shunji Idei has accumulated a wealth of business experience and achievements in research departments and sales
departments since joining the Company. In addition, he has been responsible for management as President andExecutive Officer of the Company since June 2022. The Company proposes his reelection as a candidate for
Director with the expectation that he will use these experience and achievements for appropriate management
judgments in the management of the Company.

-4-

No.

Name
(Date of birth)

Masahiko Nishino(October 9, 1959)
2

Career summary, position, and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1984

Joined Nissho Iwai Corporation

Sep. 2003

Joined Sun Chlorella Corporation

Aug. 2010

Joined the Company

Oct. 2011

General Manager of the Sales Department of
the Company

Apr. 2015

General Manager of the Tokyo Branch

June 2015

Director and General Manager of the Tokyo
BranchJune 2017

Director of the Company

June 2017

President of Tayca Trading Co., Ltd. (present
position)

June 2019

Director and General Manager of the
Corporate Planning Department of theCompany

June 2019

Director, Senior Executive Officer, andGeneral Manager of the Corporate Planning
Department

Apr. 2020

Director and Senior Executive Officer

June 2020

Director and Managing Executive Officer

Apr. 2021

Director, Managing Executive Officer, andGeneral Manager of Osaka Factory

July 2021

Director and Managing Executive Officer of
the Company (present position)

Number of theCompany’s
shares owned

6,400 shares(Current responsibilities)
In charge of the Environmental and Quality Department,
Purchasing Department, and Electronic Ceramics and Devices
Department[Significant concurrent positions outside the Company]
President of Tayca Trading Co., Ltd.
Reasons for nomination as a candidate for Director:
Masahiko Nishino has accumulated a wealth of sales experience and overseas work achievements in working attrading companies over many years. In addition, he has accumulated plenty of achievements in sales departments
and management departments since joining the Company. The Company proposes his reelection as a candidate
for Director with the expectation that he will use these insights and achievements in the management of theCompany.

-5-

No.

Name
(Date of birth)

Yasuyuki Nakatsuka(January 31, 1961)

Career summary, position, and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1983

Joined the Company

June 2006

General Manager of General Affairs
Department

Apr. 2015

General Manager of General Affairs
Department, In charge of the Materials
Compilation Department

July 2016

Board Member of the Company and General
Manager of General Affairs Department

June 2019

Executive Officer and General Manager ofGeneral Affairs Department

June 2020

Senior Executive Officer and General
Manager of General Affairs Department

July 2020

Senior Executive Officer and General
Manager of General Affairs Department, In
charge of the Personnel Department

June 2021

Managing Executive Officer and General
Manager of General Affairs Department, In
charge of the Personnel Department

June 2022

Director, Managing Executive Officer andGeneral Manager of General Affairs
Department, In charge of the Personnel
Department

Nov. 2022

Director, Managing Executive Officer andGeneral Manager of General Affairs
Department, of the Company (present
position)

3

Number of theCompany’s
shares owned

7,200 shares(Current responsibilities)
In charge of the Personnel Department, Accounting
Department, DX Promotion Office, General Manager ofGeneral Affairs Department
Reasons for nomination as a candidate for Director:
Yasuyuki Nakatsuka has accumulated a wealth of business experience and achievements in the Purchasing
Department, General Affairs Department, and in the management departments of the Personnel Department sincejoining the Company. The Company proposes his reelection as a candidate for Director with the expectation that
he will use these experiences and expertise in the management of the Company.

-6-

No.

Name
(Date of birth)

Tamataro Iwasaki(March 29, 1967)

Career summary, position, and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1989

Joined the Company

Apr. 2010

Assistant General Manager of the Tokyo
BranchJan. 2016

General Manager of Sales Department of
Tayca Warehousing Co., Ltd.

Oct. 2016

General Manager of Sales Warehouse
Supervising Department of Tayca
Warehousing Co., Ltd.

June 2017

President of Tayca Warehousing Co., Ltd.

June 2020

Director, Senior Executive Officer of theCompany, and General Manager of Okayama
Factory

June 2022

Director, Senior Executive Officer of theCompany (present position)

4

Number of theCompany’s
shares owned

6,900 shares(Current responsibilities)
In charge of Corporate Planning Department, Research
Planning Office, Osaka Research Laboratory, Okayama
Research Laboratory, Osaka Factory, Okayama Factory,
Kumayama Factory
Reasons for nomination as a candidate for Director:
Tamataro Iwasaki has accumulated a wealth of business experience and achievements in sales departments andfactory departments since joining the Company. The Company proposes his reelection as a candidate for Director
with the expectation that he will use these experiences and expertise in the management of the Company.

Yoshihiro Murata(July 11, 1968)
5

Apr. 1992

Joined the Company

Apr. 2017

Assistant General Manager of the Tokyo
BranchJune 2019

President of Japan Sericite Corporation

June 2020

General Manager of the Tokyo Branch of theCompany

June 2021

Executive Officer, General Manager of theTokyo Branch

June 2022

Director, Senior Executive Officer, andGeneral Manager of the Tokyo Branch

June 2022

President of TFT Corporation

Apr. 2023

Director, Senior Executive Officer andGeneral Manager of the Sales Department,
Tokyo Branch of the Company (present
position)

5,400 shares(Current responsibilities)
General Manager of the Sales Department, Tokyo Branch
Reasons for nomination as a candidate for Director:
Yoshihiro Murata has accumulated a wealth of business experience and achievements in sales departments sincejoining the Company. The Company proposes his reelection as a candidate for Director with the expectation that
he will use these experiences and expertise in the management of the Company.

Notes: 1. There is no special interest between each of the candidates and the Company.
2. The Company has entered into a directors and officers liability insurance policy as provided forin Article 430-3, paragraph 1 of the Companies Act with an insurance company. The insurance
policy includes the Directors of the Company as the insureds. The insurance policy covers losses
that may arise from an insured’s assumption of liability incurred in the course of theperformance of their duties, or receipt of claims pertaining to the pursuit of such liability. If theelection of the candidates for Director is approved, they will be included in the insureds of thisinsurance policy. In addition, when the insurance policy is renewed, the Company plans to renew
the policy with the same terms.

-7-Proposal 2:

Election of Five (5) Directors Who Are Audit & Supervisory Committee Members

At the conclusion of this meeting, the terms of office of all five (5) Directors who are Audit & Supervisory
Committee Members will expire. Therefore, the Company proposes the election of five (5) Directors who
are Audit & Supervisory Committee Members based on the decision of the Nomination and Remuneration
Committee.
The approval of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Directors who are Audit & Supervisory Committee Members are as follows.
Candidates for Directors Who Are Audit & Supervisory Committee Members
No.

Name
(Date of birth)

Akira Miyazaki(January 3, 1958)
1

Career summary, position, and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1980

Joined the Company

Dec. 2006

General Manager of Tayca Trading Co., Ltd.

Apr. 2008

General Manager of the Purchasing
Department of the Company

July 2013

General Manager of the Sales Department of
the Company

July 2013

General Manager of Tayca Trading Co., Ltd.

June 2014

Director and General Manager of Tayca
Trading Co., Ltd.

June 2015

Full-time Audit & Supervisory Board
Member of the Company

June 2019

Director (Full-time Audit & Supervisory
Committee Member) of the Company(present position)

Number of theCompany’s
shares owned

6,400 shares

Reasons for nomination as a candidate for Director who is an Audit & Supervisory Committee Member:
Akira Miyazaki has accumulated a wealth of business experience and achievements in research departments,
sales departments and purchasing departments since joining the Company. The Company proposes his reelection
as a candidate for Director who is an Audit & Supervisory Committee Member so that he can reflect his
experience and broad insights in the audits of the Company.

-8-

No.

Name
(Date of birth)

Career summary, position, and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1979

Hitoshi Tanaka(May 7, 1952)

Number of theCompany’s
shares owned

Registered as a lawyer and joined Yoneda
Legal Professional Corporation (now:Yodoyabashi & Yamagami Legal Professional
Corporation) (present position)

Apr. 2003

Vice-President of Osaka Bar Association

June 2013

Audit & Supervisory Board Member of theCompany

June 2014

Outside Auditor of Nissin Electric Co., Ltd.
(present position)

June 2014

Director of the Company

June 2019

Director (Audit & Supervisory Committee
Member) of the Company (present position)

0 shares[Significant concurrent positions outside the Company]
2

Lawyer of Yodoyabashi & Yamagami Legal Professional
Corporation
Reasons for nomination as a candidate for Outside Director who is an Audit & Supervisory Committee Member
and overview of expected roles:
Hitoshi Tanaka is well-versed in corporate legal affairs as a lawyer. The Company proposes his reelection as a
candidate for Outside Director who is an Audit & Supervisory Committee Member with the expectation that hewill use the professional insights and wealth of experience he has cultivated in the management of the Company.
He does not have experience of being involved in the management of companies in ways other than as Outside
Director or Outside Audit & Supervisory Board Member in the past, but we have made the judgment that he canappropriately perform his duties as Outside Director who is an Audit & Supervisory Committee Member basedon the above reasons.
Period in office as Outside Director of the Company:
Hitoshi Tanaka will have been in office as Outside Director who is an Audit & Supervisory Committee Member
for four (4) years at the conclusion of this meeting. In addition, Hitoshi Tanaka served as Outside Audit &Supervisory Board Member of the Company for one (1) year from June 2013 to June 2014 and as Outside
Director of the Company for five (5) years from June 2014 to June 2019.

-9-

No.

Name
(Date of birth)

Koji Yamamoto(December 28, 1954)

Career summary, position, and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1983

Lecturer of the School of Business,
University of Kagawa

Apr. 1984

Associate Professor of the School ofBusiness, University of Kagawa

October 1988

Associate Professor of the School of
Economics, Osaka Prefecture University

Jan. 1996

Professor of the School of Economics(Graduate School of Economics), Osaka
Prefecture University

Apr. 2010

Head of the School of Economics, Osaka
Prefecture University

Apr. 2012

Vice-President, Osaka Prefecture University
College of Sustainable System Sciences andHead of the School of Management(Professor of the Graduate School of
Economics, Osaka Prefecture University)

June 2012

Special Vice-President of Osaka Prefecture
University

June 2014

Audit & Supervisory Board Member of theCompany

July 2015

Osaka Prefecture Audit Commission member

Mar. 2017

Professor Emeritus of Osaka Prefecture
University (present position)

Apr. 2017

Professor of the Faculty of Business
Administration, Osaka Gakuin University(present position)

June 2019

Director (Audit & Supervisory Committee
Member) of the Company (present position)

Oct. 2022

Representative Audit Commission member of
Osaka Prefecture (present position)

Oct. 2022

Dean of the Faculty of Business
Administration, Osaka Gakuin University(present position)

3

Number of theCompany’s
shares owned

0 shares[Significant concurrent positions outside the Company]
Professor, Faculty of Business Administration, Osaka Gakuin
University; Dean, Faculty of Business Administration, Osaka
Gakuin University
Reasons for nomination as a candidate for Outside Director who is an Audit & Supervisory Committee Member
and overview of expected roles:
The Company proposes the reelection of Koji Yamamoto as a candidate for Outside Director who is an Audit &Supervisory Committee Member so that he can utilize his professional knowledge and wealth of experience
relating to accounting as a longstanding university professor in the management of the Company. He does nothave experience of being involved in the management of companies in ways other than as an Outside Director oran Outside Audit & Supervisory Board Member in the past, but we made the judgment that he can appropriately
perform his duties as Outside Director who is an Audit & Supervisory Committee Member based on the above
reasons.
Period in office as Outside Director of the Company:
Koji Yamamoto will have been in office as Outside Director who is an Audit & Supervisory Committee Member
for four (4) years at the conclusion of this meeting. In addition, Koji Yamamoto served as Outside Audit &Supervisory Board Member of the Company for five (5) years from June 2014 to June 2019.

- 10 -

No.

Name(Date of birth)

Mamiko Ozaki(January 30, 1955)

4

Career summary, position, and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1999

Associate Professor of Department ofApplied Biology, Faculty of Textile Science,
Kyoto Institute of Technology

Apr. 2006

Professor of Department of Biology, Facultyof Science, Kobe University

Apr. 2007

Professor of Department of Biology,
Graduate School of Science, Kobe University

Jan. 2016

Chair of Japanese Society for Comparative
Physiology and Biochemistry

June 2016

Director of the Company

June 2019

Director (Audit & Supervisory Committee
Member) of the Company (present position)

Apr. 2020

Professor Emeritus of Kobe University(present position)

Apr. 2020

Invited Professor of Department of Chemical
Science & Engineering, Kobe University(present position)

Apr. 2020

Invited Professor of RIKEN Center for
Biosystems Dynamics Research (present
position)

Number of theCompany’s
shares owned

0 shares[Significant concurrent positions outside the Company]
Invited Professor of Department of Chemical Science &Engineering, Kobe University
Invited Professor of RIKEN Center for Biosystems Dynamics
Research
Reasons for nomination as a candidate for Outside Director who is an Audit & Supervisory Committee Member
and overview of expected roles:
Mamiko Ozaki has been active over many years as a technical researcher. Moreover, she is the first woman toserve as the Chair of Japanese Society for Comparative Physiology and Biochemistry. The Company proposes
her reelection as a candidate for Outside Director who is an Audit & Supervisory Committee Member with the
expectation that she will use the professional insights and wealth of experience she has cultivated in the
management of the Company. She does not have experience of being involved in the management of companies
in ways other than as Outside Director in the past, but we have made the judgment that she can appropriately
perform her duties as Outside Director who is an Audit & Supervisory Committee Member based on the above
reasons.
Period in office as Outside Director of the Company:
Mamiko Ozaki will have been in office as Outside Director who is an Audit & Supervisory Committee Member
for four (4) years at the conclusion of this meeting. In addition, Mamiko Ozaki served as Outside Director of theCompany for three (3) years from June 2016 to June 2019.

- 11 -

No.

Name(Date of birth)

Tsuyoshi Inoue(May 27, 1960)
5

Career summary, position, and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1986

Joined Sumitomo Electric Industries, Ltd.

Sep. 2000

Joined DAIICHI KIGENSO KAGAKUKOGYO CO., LTD.

Mar. 2005

General Manager of Equipment Department,
DAIICHI KIGENSO KAGAKU KOGYO
CO., LTD.

June 2007

Director and General Manager of Equipment
Department, DAIICHI KIGENSO KAGAKUKOGYO CO., LTD.

June 2008

Director and General Manager of Planning
Office, DAIICHI KIGENSO KAGAKUKOGYO CO., LTD.

Mar. 2010

Senior Managing Director, DAIICHIKIGENSO KAGAKU KOGYO CO., LTD.

June 2010

President of DAIICHI KIGENSO KAGAKUKOGYO CO., LTD.

June 2020

Representative Director, President, andExecutive Officer of DAIICHI KIGENSOKAGAKU KOGYO CO., LTD.

June 2022

Director and Advisor, DAIICHI KIGENSOKAGAKU KOGYO CO., LTD. (present
position)

Number of theCompany’s
shares owned

0 shares[Significant concurrent positions outside the Company]
Director and Advisor, DAIICHI KIGENSO KAGAKUKOGYO CO., LTD.
Reasons for nomination as a candidate for Outside Director who is an Audit & Supervisory Committee Member
and overview of expected roles:
The Company proposes the election of Tsuyoshi Inoue is a candidate for Director who is an Audit & Supervisory
Committee Member with the expectation that he will utilize his wealth of experience and broad insights for the
management as an executive in the audits of the Company.

Notes: 1. Hitoshi Tanaka is a lawyer belonging to the Yodoyabashi & Yamagami Legal Professional
Corporation. The Company has entered into an advisory contract with that corporation. Tsuyoshi
Inoue is also a Director and Advisor of DAIICHI KIGENSO KAGAKU KOGYO CO., LTD.,
with whom the Company has a business relationship, including sales of zirconium sulfate. Thereis no special interest between other candidates and the Company.
2. Among the candidates, Hitoshi Tanaka, Koji Yamamoto, Mamiko Ozaki and Tsuyoshi Inoue are
candidates for Outside Director. Moreover, the Company has notified the Tokyo Stock Exchangethat Hitoshi Tanaka, Koji Yamamoto and Mamiko Ozaki are Independent Officers. The
Company plans to notify the stock exchange concerning the appointment of Hitoshi Tanaka, Koji
Yamamoto, Mamiko Ozaki and Tsuyoshi Inoue as Independent Officers to continue.
3. The Company has entered into agreements with Hitoshi Tanaka, Koji Yamamoto and Mamiko
Ozaki to limit their liability for damages under Article 423, paragraph (1) of the Companies Act,and limited the maximum amount of their liability for damages based on said agreement to theminimum liability amount stipulated in Article 425, paragraph (1) of the Act if they have acted ingood faith and without gross negligence in the performance of their duties. If the election ofHitoshi Tanaka, Koji Yamamoto and Mamiko Ozaki is approved, the Company plans to continue
this limited liability agreement with them.
4. If his election is approved, the Company plans to enter into agreements with Tsuyoshi Inoue tolimit his liability for damages under Article 423, paragraph (1) of the Companies Act, andlimited the maximum amount of their liability for damages based on said agreement to theminimum liability amount stipulated in Article 425, paragraph (1) of the Act if they have acted ingood faith and without gross negligence in the performance of their duties.
5. The Company has entered into a directors and officers liability insurance policy as provided forin Article 430-3, paragraph (1) of the Companies Act with an insurance company. The insurance
policy includes the Directors who are Audit & Supervisory Committee Members of the- 12 -

Company as the insureds. The insurance policy covers losses that may arise from an insured’s
assumption of liability incurred in the course of the performance of their duties, or receipt ofclaims pertaining to the pursuit of such liability. If the election of the candidates for Director
who is an Audit and Supervisory Committee Member is approved, they will be included in theinsureds of this insurance policy. In addition, when the insurance policy is renewed, theCompany plans to renew the policy with the same terms.

- 13 -

(Reference) Skill Matrix for Directors [To be scheduled after the General Meeting of Shareholders]
Provided the selection of executive officers and officers is approved at the Board of Directors meetingscheduled to be held following the resolution of Proposal No. 1, Proposal No. 2 and the conclusion of the157th General Meeting of Shareholders, the composition of the Board of Directors and the Audit &Supervisory Committee, as well as the fields in which we expect their members to utilize their experience,
knowledge, and expertise, are as follows.
Experience / Knowledge / Expertise

Position, Etc.

Name

OutsideCorporate
Independent Management

Director andPresident andShunji Idei
Executive Officer
Director andMasahikoManaging
NishinoExecutive Officer
Director andYasuyukiManaging
Nakatsuka
Executive Officer
Director andTamataro
Senior Executive
Iwasaki
Officer
Director andYoshihiro
Senior Executive
MurataOfficer
Director and
Full-time Audit &Akira
Supervisory
MiyazakiCommittee
MemberDirector and
Audit &
HitoshiSupervisory
TanakaCommittee
MemberDirector and
Audit &
Koji
Supervisory
Yamamoto
Committee
MemberDirector and
Audit &
MamikoSupervisory
Ozaki
Committee
MemberDirector and
Audit &
TsuyoshiSupervisory
Inoue
Committee
MemberManufacturing
Legal/
Technology
Risk
Finance // Research
Manage- Accounting
andment
Development

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

OutsideIndependent

OutsideIndependent

Environmental
Society○○○

OutsideIndependent

Personnel / Overseas
Labor
Experience○○

OutsideIndependent

Sales

○

○

○

- 14 -○○○

Proposal 3:

Election of an Accounting Auditor

The term of office of the Company’s accounting auditor KOUEI audit corporation, will expire at theconclusion of this Annual General Meeting of Shareholders. The Company, therefore, requests approval toappoint Seiryo Audit Corporation as the new accounting auditor based on the decision of the Audit &Supervisory Committee.
Seiryo Audit Corporation has been determined to be suitable as the Company’s accounting auditor based on
a comprehensive consideration of their independence, expertise, and quality control system, and weanticipate audits from a new perspective. For these reasons, the Audit & Supervisory Committee selected
them as a candidate for the Accounting Auditor.
The following is about the candidate for the accounting auditor.
(As of March 31, 2023)
Name
Representative Partner,
Chairperson

Seiryo Audit Corporation
Kazuya Ishii
Main Office

OfficeHistory

Outline1-6-16 Honmachi, Chuo-ku, Osaka
8F, Ichigo Sakaisuji Honmachi Building
Other offices
Tokyo
May 1987
Corporation established in Sakai City and also opened a Tokyo
OfficeApr. 2007
Registered as an audit firm for listed companies
July 2009
Moved its headquarters office to Chuo-ku, Osaka
Capital28.5 million yen
Composition
Employees (CPA)19
Personnel (CPA)
4(Part-time personnel)
64(Other personnel)
7
Total
94
Number of listed companies audited11- 15 -

Proposal 4:

Decision on Remunerations for Granting Restricted Stocks to Directors (Excluding
Directors who are Audit & Supervisory Committee Members and Outside Directors)

At the 153rd Ordinary General Meeting of Shareholders held on June 26, 2019, it was approved that theamount of remuneration for Company Directors (excluding Directors who are Audit & Supervisory
Committee members) should be no more than 300 million yen per year.
Based on a recent review of the executive remuneration system, the Company proposes the provision of
incentives to its Directors (excluding Directors who are Audit & Supervisory Committee members andOutside Directors; hereinafter referred to as “Eligible Directors”) for continuously improving corporate
value, and in order to promote further sharing of value with Company shareholders. Therefore, it was
decided to newly provide remuneration for granting restricted stock to Eligible Directors within the above
remuneration limits.
According to this proposal, remuneration paid to Eligible Directors for granting restricted stock shall bemonetary claims, and the total amount shall be no more than 30 million yen per year. Additionally, theBoard of Directors shall determine the specific timing and allocation for payment to each Eligible Director.
The current number of Directors (excluding Directors who are Audit & Supervisory Committee members)
is six (including 0 Outside Directors). If Proposal No.1, “Election of Five (5) Directors (Excluding
Directors Who Are Audit & Supervisory Committee Members),” is approved as originally proposed, thenumber of Directors (excluding Directors who are Audit & Supervisory Committee members) will be five(including 0 Outside Directors).
In addition, based on the resolution of the Company Board of Directors, Eligible Directors shall pay in allof the monetary claims to be paid according to this proposal as properties contributed in kind, and shallhave Company common shares issued or disposed of. The total number of shares of Company commonshares to be issued or disposed of shall be no more than 25,000 shares per year (however, if a stock split isperformed with Company common shares (including gratis allotment of the Company’s common shares) ora share consolidation occurs after the date when this proposal is approved, or if an event occurs requiring
an adjustment to the total number of Company common shares to be issued or disposed of as shares astransfer restrictions, the total number will be adjusted within a reasonable range).
Moreover, the amount to be paid in per share shall be determined by the Board of Directors based on theclosing price of the Company’s common shares on the Tokyo Stock Exchange on the business day
immediately before each date of resolution by the Board of Directors (if there is no closing price on suchdate, the closing price on the closest preceding trading day) or any other amount within the extent that theamount will not be particularly advantageous to Eligible Directors who subscribe the Company’s commonshares. As for the issuance or disposal of Company common shares and the payment of monetary claims as
property contributed in kind, it shall be based on the condition that the Company and the Eligible Directors
conclude a restricted stock allotment agreement (hereinafter referred to as the “Allotment Agreement”) that
includes the following. Moreover, the maximum amount of remuneration under this proposal, the total
number of Company common shares to be issued or disposed of, and other conditions for granting
restricted stock to Eligible Directors under this proposal shall be subject to the above purposes, the businesssituation of the Company, and shall be in harmony with the Company’s policy for determining the content
of remuneration, etc. for each individual Director (see pages 14 to 16 of the Company’s 157th Business
Report for details of the policy), and various other circumstances the Company deems to be appropriate.

- 16 -

[Overview of the Allotment Agreement Contents](1) Restriction Period
Eligible Directors shall not transfer, set as security, or otherwise disposed of (hereinafter referred to as“Transfer Restrictions”) Company common shares allotted under this Allotment Agreement(hereinafter referred to as “Allotted Shares”) from the date of allotment under this Allotment
Agreement until immediately after retiring from a position among the Company’s officers
predetermined by the Company Board of Directors (hereinafter referred to as the “transfer restriction
period”).
(2) Treatment on retirement from a position
If an Eligible Director resigns from a position among the Company’s officers predetermined by theCompany Board of Directors before the expiration of the period (hereinafter referred to as the “periodof service”), the Company shall acquire the Allotted Shares at no cost, except in cases where there is areason for retirement such as the expiration of the term of office, death, or other justifiable reasons forthe resignation.
(3) Lifting of transfer restrictions
The Company shall lift the transfer restrictions for all Allotted Shares when the transfer restriction
period expires based on the condition that Eligible Directors continue holding a position among theCompany’s officers predetermined by the Company Board of Directors during the period of service.
However, if (1) the Eligible Director retires from a position among the Company’s officers
predetermined by the Company Board of Directors before the service period expires due to ajustifiable reason, or (2) the Eligible Director retires from a position among the Company’s officers
predetermined by the Company Board of Directors for a reason that is not justifiable before theexpiration of the transfer restriction period but after the expiration of the service provision period, theCompany shall make reasonable adjusts to the number of Allotted Shares for which the transfer
restrictions are lifted and the timing for lifting the transfer restrictions as necessary. According to theabove, the Company shall automatically acquire without cost the Allotted Shares on which the transfer
restrictions have not been lifted as of the time immediately after the transfer restrictions were lifted.
(4) Treatment during reorganization, etc.
Notwithstanding the provision of (1) above, if, during the Restriction Period, matters relating to amerger agreement in which the Company is the disappearing company, a share exchange agreement orshare transfer plan in which the Company becomes a wholly owned subsidiary, or other reorganization,etc. are approved at the Company’s General Meeting of Shareholders (or at a meeting of its Board of
Directors in cases where approval at the Company’s General Meeting of Shareholders is not requiredin relation to the reorganization, etc.), the Company shall lift the transfer restrictions on the Allotted
Shares with the number of shares that is reasonably determined considering the period from the startdate of the Restriction Period to the date of approval of the reorganization, etc. prior to the date on
which the reorganization, etc. becomes effective, by resolution of the Board of Directors of theCompany. In cases specified above, the Company shall automatically acquire without contribution the
Allotted Shares on which the transfer restrictions have not been lifted as of the time immediately after
the transfer restrictions were lifted.
(5) Other matters
Other matters related to this Allotment Agreement shall be determined by the Company Board of
Directors.

- 17 -

Proposal 5：

Continuation of the Response Policy on Large-Scale Purchase of the Company’s
Shares (Takeover Defense Measures)

The Company has operated the “Response Policy on Large-Scale Purchases of the Company’s
Shares (Takeover Defense Measures)” (hereinafter referred to as the “Current Response Policy”)
following theshareholders’ approval at the Ordinary General Meeting of Shareholders held on June 27,
2008, and subsequently shareholders’ approval on the partial amendment and continuation at theOrdinary General Meeting of Shareholders held on June 25, 2020. However, the Current Response
Policy will expire at the conclusion of this meeting.
The Company has continued to consider the ideal form for increasing corporate value and common
interests of shareholders since the continuance of the Current Response Policy. As a result, at the Boardof Directors held on May 10, 2023, the Company decided to partially amend and continue the Current
Response Policy (hereinafter the response policy after the amendment is referred to as the“ResponsePolicy”), subject to the approval of the shareholders at this meeting. Therefore, theCompany requests the shareholders’ approval to continue the Response Policy.
For details of the Response Policy, please refer to the attached material “Continuation of the
Response Policy on Large-Scale Purchases of the Company’s Shares (Takeover Defense Measures).”- 18 -

(Attached material: From material publically disclosed by the Company on May 10, 2023)
Continuation of the Response Policy on Large-Scale Purchase of the Company’s Shares(Takeover Defense Measures)
In accordance with the resolution passed at the Board of Directors meeting held on May 12, 2020,
and approved at the Ordinary General Meeting of Shareholders held on June 25, 2020, Tayca
Corporation (the “Company”) has maintained its policy (hereinafter referred to as the “Current Policy”)
to address purchases of the Company’s share certificates, etc. (Note 1) by a specific group ofshareholders (Note 2) with an intent to raise their voting rights ratio (Note 3) to twenty percent (20%)
or more of the total voting rights of the Company, or purchases of the Company’s share certificates,etc. that result in a specific group of shareholders holding twenty percent (20%) or more of the total
voting rights of the Company (hereinafter, such purchase is referred to as “Large-Scale Purchase” withthe party intending to make such a purchase referred to as “Large-Scale Purchaser”). As the Current
Policy is set to expire at the conclusion of the Ordinary General Meeting of Shareholders to be held on
June 27, 2023, the Company spent a lot of time on deliberation by taking into account subsequentchanges in laws and the situation of discussions on takeover defense measures takeover defense
measures. The Company hereby announces that the Board of Directors of the Company, at its meeting
held today, resolved to continue the Current Policy the “Handling of Large-Scale Purchase of theCompany’s Shares (Takeover Defense Measures)” (hereinafter the plan as so revised is referred to as
the “Response Policy”) for an additional three years.
The continuation of the Response Policy shall be subject to a proposal to and the approval at theOrdinary General Meeting of Shareholders to be held on June 27, 2023.
The status of the Company’s shares as of March 31, 2023 is as described in Exhibit 1, and as of today
the Company has not received any proposal regarding a Large-Scale Purchase of the Company’s
shares.
The provisions of the laws and regulations cited in this document are assumed to be effective as of May
10, 2023. In the event that the laws and regulations are revised on or after the same date and the revised
laws and regulations are enacted subsequently, the provisions cited in this Policy can be interpreted
through the amended provisions in the revised laws and regulations or any new clauses that
substantially inherit their meaning, unless specified otherwise separately by the Board of Directors of
the Company.

- 19 -

I The Company’s initiatives to increase corporate value
1. Corporate Philosophy, etc.
The Tayca Group’s management philosophy is to “create materials that impress customers with thepower of chemistry and deliver dreams and smiles to the world.” Under the slogan “earnest in creating
impressive materials,” we persist in our efforts to create technology and products that contributeextensively to society by ensuring better solution through sincere responses to customers and adherence
to the research principle of uncompromising, repeated trials and errors. In line with these basic ideas,
the Tayca Group has been producing titanium dioxide and surfactants based on sulfuric acid-related
technology since its foundation. In addition, we make full use of surface treatment, dispersion andsulfonation echnologies, which we have perfected over many years in our products, to create highly
valueadded products, including micro titanium dioxide for cosmetics, surface treatment products, andmedical piezoelectric materials, as a part of efforts to increase our corporate value.
In June 2020, the Tayca Group established a long-term management vision, “MOVING-10”, to workthrough by 2029. In this long-term management vision, we will strive to help ensure a sustainable
society and increase our corporate value by further exploring the market with existing products,
impressing customers, and creating new value, taking into consideration the realities of the global
environment.
Moreover, “MOVING-10 STAGE1, the mid-term management plan from FY2020 to FY2023, sets
six points of activities: (1) Further expansion of specialty product and electronic industry material
business, (2) Development of environmental energy domain and market entry, (3) Promotion of thecreation of new materials, (4) Promotion of the improvement of work efficiency, (5) Promotion ofhuman resources development and (6) Improvement of corporate value by promoting the corporate
management considering environmental, social, and governance (ESG). This year will be the final yearof the mid-term management plan. For the achievement of the long-term management vision, we are
expanding business and strengthening the foundation to generate revenue by recovering from theinfluence of COVID-19 at the earliest, implementing activities by giving higher priority to profitability,and focusing on the “Expansion through innovation” and “Creation of new materials”.
2. Effort to enhance corporate governance
The Group regards the enhancement of corporate governance as one of the most importantmanagerial issues. By making decisions swiftly and appropriately and maintaining and improving thetransparency and soundness of the management, we aim to establish the corporate management systemthat is trusted by various stakeholders including shareholders and customers.
For our corporate governance system, the Company adopted the company-with-committees system
for reinforcement of the supervisory function of the Board of Directors, improvement of managementtransparency and soundness, the further utilization of outside directors, etc.
Furthermore, in order to clearly divide the management decision-making and supervisory function
and business execution function, we have introduced the executive officer system to establish an agile
management system that can promptly respond to rapid changes in the business environment.

- 20 -

In addition, we are working on the further enhancement of corporate governance through the alliancewith various committees including the Nominations and Remuneration Committee and the Board of
Independent Outside Officers.
II Purpose of introduction of the Response Policy
If the Company is subject to a Large-Scale Purchase, we shall not necessarily disallow such atransaction if it contributes to our corporate value and shareholders’ common interests. Since theCompany, as a listed company, allows the free purchase and sale of the Company’s shares, we believethat the decision to sell the Company’s shares in response to a Large-Scale Purchase offer should
ultimately be left to the judgment of the shareholders.
However, we believe that it is difficult for the shareholders to adequately judge whether theacquisition price for the Company’s shares offered by the Large-Scale Purchaser is reasonable or not onsuch short notice following a sudden Large-Scale Purchase offer. Therefore, we believe that it isnecessary for the Large-Scale Purchaser to provide an adequate amount of information and ensure thatthe shareholders have sufficient time for examining the offer.
In addition, it is essential for the shareholders to understand the Company’s expertise and know-howthat we have accumulated since our foundation and sufficiently recognize the relationship, etc. that wehave built with such stakeholders as customers, suppliers, and employees in order to judge our future
corporate value accurately, and not depend only on the information provided by the Large-Scale
Purchaser in a unilateral way. It is the Board of Directors of the Company that sufficiently understands
our corporate value. Hence, we believe that it is critical to provide the Board’s evaluation and opinionof the said Large-Scale Purchase to the shareholders.
Based on the above-mentioned idea, the Board of Directors of the Company believes that a LargeScale Purchase should be conducted in accordance with certain reasonable rules to safeguard
shareholders’ common interests. Accordingly, the Company determined to establish rules on LargeScale Purchase, the contents of which are outlined below.
III Details of the Response Policy
1 Outline of the Response Policy
The purposes of the Response Policy are to provide in advance procedures that the Large-Scale
Purchaser should comply with and to ensure that the Company has necessary and sufficient time tonegotiate with the Large-Scale Purchaser regarding the Large-Scale Purchase or an offer thereof,
collect and examine the details of the proposal made by the Large-Scale Purchaser, inform theshareholders about the Large-Scale Purchase offer, and present an alternative proposal and the plan of
the Board of Directors of the Company so that the shareholders of the Company can make a proper
decision regarding whether or not to accept the said Large-Scale Purchase offer based on sufficient
information, including impact, etc. of the said Large-Scale Purchase on the Company’s corporate value
and shareholders’ common interests.
This Response Policy requires the Large-Scale Purchaser to comply with the procedures prescribed- 21 -

by the Company (hereinafter referred to as the “Large-Scale Purchase Rules”) when conducting theLarge-Scale Purchase, and the Company may take an appropriate countermeasure in case of noncompliance with the Large-Scale Purchase Rules by the Large-Scale Purchaser, or in the event that thesaid Large-Scale Purchase is deemed to damage the Company’s corporate value and shareholders’common interests even if the Large-Scale Purchaser is in compliance with the said rules.
This Response Policy applies only to Large-Scale Purchases that do not have the prior consent of theBoard of Directors of the Company, and is not applicable to Large-Scale Purchases that are executedwith the agreement of the Board of Directors of the Company.
2 Procedures to continue the Response Policy
The continuation of the Response Policy was unanimously approved at the meeting of the Board of
Directors held on May 10, 2023, which included four independent outside directors.
To ensure that the shareholders have an opportunity to express their opinion on the continuation of
the Response Policy, the Company will request the shareholders to vote on the Response Policy at theOrdinary General Meeting of Shareholders to be held on June 27, 2023, and the effectuation of thisPolicy is subject to their approval.
3 Details of Large-Scale Purchase Rules(1) Request for provision of Large-Scale Purchase Information
The Large-Scale Purchase Rules require a Large-Scale Purchaser, before starting a Large-Scale
Purchase, to provide necessary and sufficient information (hereinafter referred to as “Large-Scale
Purchase Information”) to the Board of Directors of the Company for the judgment of the shareholders
and for evaluation and examination by the Board of Directors of the Company.
i) Submission of Statement of Intent
Where a Large-Scale Purchaser attempts to carry out a Large-Scale Purchase, a statement of intent
regarding the execution of the Large-Scale Purchase (hereinafter referred to as the “Statement ofIntent”) must first be submitted to the Board of Directors of the Company in accordance with theLarge-Scale Purchase Rules.
The Statement of Intent shall include the Large-Scale Purchaser’s name, address, governing law,
representative name, and contact information within Japan; type and number of the Company’s sharecertificates, etc. that the Large-Scale Purchaser currently owns; trading status of the Company’s sharesby the Large-Scale Purchaser for sixty (60) days before the submission of the Statement of Intent; asummary of the proposed Large-Scale Purchase; and covenants that adhere to the Large-Scale Purchase
Rules in implementing the Large-Scale Purchase. Only the Japanese language shall be used for any andall other opinions and responses to be submitted or forwarded to the Company by the Large-Scale
Purchaser, including the Statement of Intent.
ii) Provision of Large-Scale Purchase Information
Within ten (10) business days (excluding the first day) of receipt of the Statement of Intent from- 22 -

the Large-Scale Purchaser, the Board of Directors of the Company will, with the assistance of the
Independent Committee established later, prepare and send a list to the Large-Scale Purchaser
specifying the Large-Scale Purchase Information required initially to enable the Board of Directors of
the Company to form an opinion and the shareholders to make a judgment. In principle, the LargeScale Purchaser is required to submit the Large-Scale Purchase Information to the Board of Directorsof the Company no later than ten (10) business days (excluding the first day) after the receipt of therequest. In case the Large-Scale Purchaser requests to extend the submission deadline on a reasonablebasis, however, the deadline may be extended.
Where the information submitted by the Large-Scale Purchaser is deemed to be insufficient as
Large-Scale Purchase Information, the Board of Directors of the Company may ask the Large-Scale
Purchaser to submit dditional information until sufficient Large-Scale Purchase Information is
obtained. In principle, the Large-Scale Purchaser is required to complete the submission of the LargeScale Purchase Information no later than sixty (60) days after the delivery of the list of Large-Scale
Purchase Information from the Board of Directors of the Company (hereinafter referred to as the“Large-Scale Purchase Information Submission Period”). The Board of Directors of the Company may,
however, extend the Large-Scale Purchase Information Submission Period up to thirty (30) days,
depending on the recommendation of the Independent Committee, taking into consideration the content
and scale of the Large-Scale Purchase as well as the specific submission status of the Large-Scale
Purchase Information.
The facts that the Company has received a Large-Scale Purchase offer and the Large-Scale Purchase
Information submitted to the Board of Directors of the Company shall be disclosed on a timely andadequate basis if it is deemed necessary for the Company’s shareholders to make a judgment. Where
the Board of Directors of the Company has determined that the submission of the Large-Scale Purchase
Information has been completed, the Company shall promptly disclose the fact to the Company’s
shareholders. The means of disclosure and announcement to the Company’s shareholders in accordancewith the Large-Scale Purchase Rules shall be carried out via the Company’s website unless otherwise
provided by the said rules and the Board of Directors of the Company.
While the Large-Scale Purchase Information that the Company requests the Large-Scale Purchaser tosubmit may vary based on the details of the Large-Scale Purchase, the general elements of the LargeScale Purchase Information are outlined below. The following information shall be provided only inJapanese.
[1] Overview of Large-Scale Purchaser and its group
Specific name, business description, major shareholders or investors, investment ratio, financial
conditions, and names of officers and their career summaries. Where a Large-Scale Purchaser and its
group are a fund or an entity in which they have invested, names about major partners, investors, andother constituent members as well as executive partners and persons who continue to provide
investment advice shall be included.
[2] Purpose, method, and details of Large-Scale Purchase
Type and value of purchase consideration for the Large-Scale Purchase, timing of the Large-Scale- 23 -

Purchase, structure of related transactions, lawfulness of the method of the Large-Scale Purchase, andfeasibility of the Large-Scale Purchase and relevant transactions, and whether there is a possibility of
the Company’s shares being delisted after the completion of the Large-Scale and the reasons therefor.
Regarding lawfulness of the Large-Scale Purchase, the Company will request a written opinion from alawyer to be submitted.
[3] Presence or absence of any contact made with a third party in the Large-Scale Purchase; if there iscontact, an overview of the third party and specific mode and details of such contact[4] Basis for the calculation of the purchase consideration
Facts and assumptions that form the premise of the calculation of the purchase consideration in the
Large-Scale Purchase, calculation method, numerical information used in the calculation, and theamounts or the details of synergies that are expected to be created through the series of transactions
relating to the Large-Scale Purchase, and basis of the calculation therefor.

[5] Financial support for Large-Scale PurchaseSpecific names, capital structure, financing methods, and the terms of any related transactions ofproviders of funds for the Large-Scale Purchaser (including indirect providers of funds).
[6] Management policy, business plan, capital policy, dividend policy, and asset utilization policy for
the Company and the Tayca Group planned to be implemented after the completion of the Large-Scale
Purchase;
Including plans related to the sale of the Company’s business or assets, provision of collateral, or otherdispositions after the completion of the Large-Scale Purchase.
[7] Measures to increase the Company and the Tayca Group’s corporate value continuously and stably,
and the justification that such measures will increase the Company and the Tayca Group’s corporate
value[8] Policy on the treatment of the Company and the Tayca Group’s employees, suppliers, local
community, and other stakeholders after the completion of the Large-Scale Purchase;
Including whether the employment relationship will be continued, and whether there is any plan ofchanging the relationship with suppliers and, if yes, the details of such a plan.
[9] Specific measures to avoid any conflict of interest with the Company’s other shareholders[10] Presence or absence of any relationship with antisocial forces or terrorism-related organizations(directly or indirectly) and policies for dealing with them[11] Other information that the Board of Directors of the Company or the Independent Committee
deems necessary on a reasonable basis(2) Period of review by the Board of Directors of the Company
The Board of Directors of the Company shall be granted the following period for assessment,
review, negotiation, forming of opinions, and submission of alternative plans by the Board of Directorsof the Company (hereinafter referred to as the “Board Assessment Period”) depending on the difficultyof evaluation and review of the Large-Scale Purchase after the completion of submission of the Large-- 24 -

Scale Purchase Information.
[1] Sixty (60) days (excluding the first day) in case of the purchase of all of the Company’s shares bytender offer with cash-only (Japanese yen) consideration; or[2] Ninety (90) days (excluding the first day) in case of any other Large-Scale Purchase. The LargeScale Purchase shall be initiated only after the Board Assessment Period has elapsed.
In case of unavoidable circumstances due to which the Board of Directors of the Company did notpass a resolution for implementation or non-implementation of countermeasures within the Board
Assessment Period for reasons such as the Independent Committee did not reach a recommendation for
implementation or non-implementation of the countermeasures within the Board Assessment Period,
the Board of Directors of the Company can, by its resolution, extend the Board Assessment Period for a
maximum of thirty (30) days within the necessary range. Where the Board of Directors of the Company
resolves to extend the Board Assessment Period, the Company shall promptly disclose the specificperiod of extension and the reason for such extension to the shareholders in accordance with relevantlaws and regulations as well as financial instrument exchange regulations.
The Board of Directors of the Company will fully evaluate and review the Large-Scale Purchase
Information provided, while receiving advice, as deemed necessary, from financial advisors, certified
public accountants, lawyers, consultants, and other outside experts, and shall carefully organize andpublicly announce the Board’s opinion on the Large-Scale Purchase. The Board of Directors of theCompany may, if it deems it necessary, negotiate with the Large-Scale Purchaser concerning
improvements in the terms of the Large-Scale Purchase and may also, as the Board of Directors of theCompany, present alternative proposals to the through a public announcement.
4 Policies in the event of Large-Scale Purchase(1) Where a Large-Scale Purchaser does not comply with the Large-Scale Purchase Rules
If a Large-Scale Purchaser carries out a Large-Scale Purchase without complying with the LargeScale Purchase Rules, in principle, the Board of Directors of the Company will consider the LargeScale Purchase to be a takeover that might damage the Company's corporate value and shareholders’common interests and will implement a gratis allotment of stock acquisition rights as countermeasures,with the condition that only non-qualified parties cannot exercise such rights. An outline of the gratis
allotment of stock acquisition rights that would be implemented by the Board of Directors of theCompany as countermeasures is provided in Exhibit 2.
The Board of Directors of the Company shall place the highest value on the recommendation of the
Independent Committee in implementing such countermeasures and follow the said recommendation
unless the observance of the recommendation violates the Directors’ obligation of due care of a prudent
manager.
(2) Where a Large-Scale Purchaser complies with the Large-Scale Purchase Rules
If a Large-Scale Purchaser complies with the Large-Scale Purchase Rules, the Board of Directors of
the Company will examine within the Board Assessment Period whether the Large-Scale Purchase willcontribute to the maintenance and enhancement of the Company’s corporate value and an increase in- 25 -

shareholders’ common interests. Only if it is determined that the Large-Scale Purchase would
significantly damage the Company’s corporate value and shareholders’ common interests, the Board of
Directors of the Company would trigger a gratis allotment of stock acquisition rights with a view tosecuring the Company’s corporate value and shareholders’ common interests. An outline of the gratis
allotment of stock acquisition rights is provided in Exhibit 2, same as in the case of III4(1) mentioned
above.
A Large-Scale Purchase is considered to be significantly damaging to the Company’s corporate
value and shareholders’ common interests if it falls under any of the following categories:[1] Where it is determined that the acquisition of the Company’s shares is being conducted for the sole
purpose of driving up the stock price to have those shares repurchased by related persons of theCompany at a premium, with the acquirer having no intention of truly participating in the managementof the Company (so-called “greenmailing”)[2] Where it is determined that the purchase of the Company’s shares is being carried out for the
purpose of temporarily controlling the management of the Company so that the intellectual property
rights, know-how, trade secrets, principal suppliers, customers, and other items that are necessary for
the Company or the Tayca Group companies’ business operations can be transferred to the Large-Scale
Purchaser, its group companies, or other third parties;[3] Where it is determined that the purchase of the Company’s shares is being conducted after
obtaining a controlling interest in the management of the Company with the intention of appropriating
the Company or the Tayca Group’s assets to secure or pay off the debts of the Large-scale Purchaser
and its group companies, etc., causing irreparable damage to the Company;[4] Where it is determined that the purchase of the Company’s shares is being conducted for the
purpose of temporarily controlling the management of the Company and having the Company or the
Tayca Group companies sell or otherwise dispose of expensive assets such as real property andsecurities to make temporary high dividends with the profits of such disposal, or for the purpose of
taking the opportunity of the rapid increase in a stock price due to the temporary high dividends andselling the Company’s shares at a premium, causing irreparable damage to the Company;[5] Where it is determined that the purchasing method of the Company’s shares proposed by a LargeScale Purchaser will restrict the shareholders’ opportunity and freedom to make decisions, such as
oppressive two-stage purchases (executing purchases of shares, such as tender offers, whereby nosolicitations for purchasing all the shares are made in the initial purchase, and disadvantageouspurchase terms are set or the purchase terms are not made explicitly clear in the second stage), whereby
shareholders may essentially be forced to sell their shares of the Company (provided that partia tender
offers shall not always correspond hereto);
Whereas, if a Large-Scale Purchase does not fall under any of the above-mentioned categories and a
category causing a significant damage on the Company’s corporate value and shareholders’ common
interests, the Board of Directors of the Company will not trigger a gratis allotment of stock acquisitionrights as countermeasures. Even in this case, if the Board of Directors of the Company opposes theLarge-Scale Purchase, it may express its dissenting opinion on the Large-Scale Purchase, offer- 26 -

alternative plans, persuade the Company’s shareholders, etc.
In determining whether a Large-Scale Purchase falls under any category causing significant damageon the Company’s corporate value and shareholders’ common interests, the Board of Directors of theCompany shall place the highest value on the recommendation of the Independent Committee andfollow the recommendation unless the observance of the said recommendation violates the obligationof due care of a prudent manager.
5 Convocation of Shareholders’ Meeting for Confirmation of Shareholders’ Opinion
As described in III4, the Board of Directors of the Company shall, while placing the highest value on
the recommendation of the Independent Committee, pass a resolution for the implementation,
nonimplementation or suspension of countermeasures, or other matters.
However, where the Independent Committee recommends the implementation of thecountermeasures subject to obtaining approval at a shareholders’ meeting of the Company in advance,or where the Board of Directors of the Company decides, at its discretion, to convene a shareholders’meeting of the Company to take a vote on whether or not to implement countermeasures regardless of
the recommendation of the Independent Committee, the Board of Directors of the Company shallpromptly convene a shareholders’ meeting of the Company (hereinafter referred to as “Shareholders’Meeting for Confirmation of Shareholders’ Opinion”). Where the Board of Directors of the Company
has passed a resolution for convening a Shareholders’ Meeting for Confirmation of Shareholders’Opinion, a Large-Scale Purchaser shall not commence a Large-Scale Purchase until the completion of
the Shareholders’ Meeting for Confirmation of Shareholders’ Opinion.
Upon convening the Shareholders’ Meeting for Confirmation of Shareholders’ Opinion, the Board of
Directors of the Company shall adopt a resolution concerning the implementation of countermeasuresin accordance with the resolution (ordinary resolution) at the Shareholders’ Meeting for Confirmationof Shareholders’ Opinion.
Even if convocation procedures for the Shareholders’ Meeting for Confirmation of Shareholders’Opinion have been taken, where the Board of Directors of the Company subsequently passes a
resolution on the non-implementation of the countermeasures or determines that it is necessary toresolve implementation of the countermeasures, the Company may cancel call procedures for the
Shareholders’ Meeting for Confirmation of Shareholders’ Opinion. Where such resolution has been
passed, the Company shall promptly disclose to shareholders the opinion of the Board of Directors of
the Company and the reason thereof along with other appropriate information in accordance with
relevant laws and regulations as well as financial instrument exchange regulations.
6 Cancellation or revocation of countermeasures
Where, after the Board of Directors of the Company has passed a resolution implementing thecountermeasures according to procedures set forth in III4 or 5, the Large-Scale Purchaser cancels or
revokes the Large-Scale Purchase, or any changes occur in the facts on which the decision on whether
or not to trigger the countermeasures is based, the Board of Directors of the Company may cancel or- 27 -

revoke the implementation of the countermeasures.
7 Establishment of Independent Committee(1) Overview of the Independent Committee
The Board of Directors of the Company shall establish an independent committee as an entity that is
independent of the Board of Directors of the Company in accordance with the Independent Committee
Regulations (for the outline, refer to Exhibit 3) in a bid to prevent the Board from making any arbitrary
decisions regarding the implementation of the countermeasures.
(2) Composition of the Independent Committee
The Independent Committee shall consist of at least three (3) members who are selected andappointed by the Board of Directors of the Company from among outside directors, lawyers, certified
public accountants, academic experts, or/and outside business experts having experience as a director
or auditor in order to ensure fair and neutral judgments.
The career summary of the Independent Committee members is set out in Exhibit 4.
(3) Role of Independent Committee
Where the Board of Directors of the Company makes a judgment regarding whether or not to trigger
the countermeasures, the following procedures shall be pursued to ensure the fairness of such
judgment.
Prior to triggering the countermeasures, the Board of Directors of the Company shall seek the
Independent Committee’s opinion regarding the appropriateness of such countermeasures, whereupon
the Independent Committee shall make a recommendation to the Board of Directors of the Company
on the suitability of implementing such countermeasures while accepting advice from outside experts
based on the said inquiries. The recommendation shall determine whether the Large-Scale Purchaser
complies with the Large-Scale Purchase Rules or the presence or absence of reasons set forth inIII4(2)[1] to [5].
In principle, a resolution on the recommendation shall be made by a resolution of the Independent
Committee. In determining whether or not to trigger the countermeasures, the Board of Directors of theCompany shall place the highest value on the recommendation of the Independent Committee andfollow the recommendation unless the observance of the said recommendation violates the obligationof due care of a prudent manager.
8 Impact of continuation of Response Policy on shareholders and investors(1) Impact of continuation of Response Policy
Allotment of share option without contribution will not be arranged at the time of the continuation of
the Response Policy. Therefore, the continuation of the Response Policy will not directly give specificimpact on the rights and economic benefits of the shareholders and investors.
(2) Impact of implementation of countermeasures
The Board of Directors of the Company may issue stock acquisition rights as countermeasures with aview to ensuring and/or increasing the Company’s corporate value and shareholders’ common interests.

- 28 -

Although the value per share of the Company will be diluted upon the implementation of thecountermeasures, the total value of the Company’s shares held by the shareholders will not be diluted.
Thus, the Company does not assume a situation in which the shareholders and investors will incur
material damages in respect of legal rights and/or financial terms. However, those who cannot exercise
stock acquisition rights in the countermeasures may incur legal and/or financial damage upon theimplementation of the countermeasures.
After the Board of Directors of the Company passes a resolution implementing a gratis allotment ofstock acquisition rights, the Company may cancel the gratis allotment of stock acquisition rights or
acquire the stock acquisition rights for free without delivering the Company’s shares to the holders of
the stock acquisition rights due to such situations as the Large-Scale Purchaser’s cancellation of theLarge-Scale Purchase. In that case, the shareholders and investors who traded the Company’s shares on
the premise that dilution of the value of the Company’s shares would occur may incur considerable
damage due to fluctuations in the stock price. The shareholders of the Company and investors shall pay
attention to the actions of the Large-Scale Purchaser.
(3) Necessary procedures for shareholders upon implementation of countermeasures
Where the Board of Directors of the Company has passed a resolution triggering thecountermeasures and, therefore, stock acquisition rights would be allotted, it will be necessary for theshareholders to be recorded in the final shareholder registry as of the record date since the stockacquisition rights will be allotted to shareholders who are recorded in the final shareholder registry asof the record date that is determined separately by the Board of the Company and publicly notified inproportion to the number of their holding shares. Additionally, the shareholders need to complete thepayment of a fixed sum determined by the Board of Directors of the Company within the prescribedperiod in order to exercise the stock acquisition rights.
If the stock acquisition rights have been allotted with an exercise condition of acquisition, theshareholders may acquire the Company’s common shares without paying money.
The Company shall notify the details of these procedures when they are actually required inaccordance with relevant laws and regulations as well as financial instrument exchange regulations.
9 Expiration date, continuation, termination, and change of Response Policy(1) The expiration date of the Response Policy shall be on the completion of the General Meeting of
Shareholders to be held in June 2026, and at that time, the Company will seek the shareholders’opinion on the renewal of the Response Policy. Accordingly, the issue of whether or not to continue the
Response Policy and its details in case of continuation shall be determined by shareholders.
(2) Even before the expiration of the effective period of the Response Policy mentioned above, where ageneral meeting of the shareholders of the Company approves a proposal for termination of the
Response Policy and where the Board of Directors of the Company passes a resolution to terminate the
Response Policy, the Response Policy shall lose its effect at that point of time. As described above, theResponse Policy may be terminated at any time according to shareholders’ intention.

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In addition, the Board of Directors of the Company may revise or change the details of the
Response Policy in consultation with the Independent Committee within the permitted scope, which
does not allow changes in essential matters, if it deems it necessary from the viewpoint of ensuring
and/or improving the Company’s corporate value and shareholders’ common interests.
(3) Where a decision for the termination, change, etc. of the Response Policy is made, the Company
shall make appropriate and timely disclosures to shareholders regarding matters that the Board of
Directors of the Company or the Independent Committee deems appropriate in accordance with
relevant laws and regulations as well as financial instrument exchange regulations.
10 Rationality of Response Policy(1) Fulfillment of three principles set out in Guidelines Regarding Takeover Defense
The Response Policy fulfills the three principles (namely Principle of protecting and enhancing
corporate value and shareholders’ common interests; Principle of prior disclosure and shareholders’will ; and Principle of ensuring the necessity and reasonableness of defensive measure) of the“Guidelines Regarding Takeover Defense for the Purposes of Protection and Enhancement ofCorporate Value and Shareholders' Common Interests,” which were jointly announced by the Ministryof Economy, Trade and Industry and the Ministry of Justice on May 27, 2005. It also conforms to thecontent of “Takeover Defense Measures in Light of Recent Environmental Changes” released by the
Corporate Value Study Group on June 30, 2008.
(2) Introduction with a view to ensuring and/or improving shareholders’ common interests
The purpose of the Response Policy is to secure necessary information and time for the Company’s
shareholders to make a decision regarding the best course of action to ensure and/or improve theCompany’s corporate value and shareholders’ common interests, and to also ensure opportunities for
the Board of Directors of the Company to negotiate with the Large-Scale Purchaser and forshareholders to receive an alternative plan by the Board of Directors of the Company. Accordingly, theCompany will introduce the Response Policy with the aim of ensuring and/or improving its corporate
value and shareholders’ common interests.
(3) Implementation of prior disclosure
Upon the continuation of the Response Policy, the Company discloses its purpose and the specificdetails and effects of Takeover Defense Measures in advance to ensure the predictability of theshareholders, investors, and the Large-Scale Purchaser, and to also ensure that the shareholders havethe opportunity to make appropriate choices in the event of a Large-Scale Purchase.
In addition, the Company will disclose information on a timely and adequate basis when necessary inaccordance with relevant laws and regulations as well as financial instrument exchange regulations.
(4) Importance of shareholders’ intentions
The Response Policy will be continued subject to the vote and approval of the shareholders at theOrdinary General Meeting of Shareholders to be held in June 2023. If the proposal is rejected, it shallnot be effective. The effective period of the Response Policy is set for three years and it shall be
automatically terminated if the shareholders do not approve its continuation at the General Meeting of- 30 -

Shareholders to be held in 2026.
The Response Policy contains a mechanism to directly ask shareholders to vote on whether or not totrigger countermeasures by convening the Shareholders’ Meeting for Confirmation of Shareholders’Opinion should the Independent Committee recommend the implementation of countermeasuressubject to obtaining prior approval at a shareholders’ meeting, or where the Board of Directors of theCompany determines, at its discretion, to convene a shareholders’ meeting to hold a vote on whether or
not to trigger the countermeasures.
As seen above, the Response Policy adopts a mechanism that sufficiently reflects the intentions of
the shareholders.
(5) Importance of the judgment of the highly independent third party
The Company prescribes, in the Response Policy, the establishment of an independent committee as
an advisory body to avoid an arbitrary activation of the countermeasures by the Board and to make anobjective decision for the sake of shareholders. The Independent Committee shall consist of at least
three (3) members who are outside experts, etc. in order to ensure fair and neutral judgments.
If a Large-Scale Purchase offer is made, the Independent Committee shall determine whether theLarge-Scale Purchase might significantly damage the Company’s corporate value and shareholders’common interests. In determining whether or not to trigger the countermeasures, the Board of Directorsof the Company shall place the highest value on the recommendation of the Independent Committee
and follow the recommendation unless the observance of the said recommendation violates theobligation of due care of a prudent manager.
Thus, by respecting the recommendation of the highly autonomous Independent Committee, theCompany has put into place a framework to avoid the Board’s arbitrary judgment and to operate the
Response Policy in line with the objective of safeguarding the Company’s corporate value andshareholders’ common interests.
(6) Establishment of reasonable objective requirements
The Response Policy lists specific actions that may significantly damage the Company’s corporate
value and shareholders’ common interests in advance and specifies that countermeasures against theLarge-Scale Purchase shall be implemented only when the Purchase falls under these reasonableobjective requirements. Accordingly, the Company ensures that a framework is in place to prevent theBoard’s arbitrary activationof the countermeasures.
(7) Does not have a potentially negative impact on shareholders regardless of the Purchase and ensuresfairness
The Response Policy is reasonable as a takeover defense tool since it may not have a direct andspecific impact on the rights and economic benefits of the shareholders upon its continuation, and any
situation in which the shareholders, excluding the Large-Scale Purchaser, will suffer material damages
in respect of legal rights or in financial terms is not assumed if the countermeasures are triggeredaccording to the Response Policy.
In addition, equality and fairness for all the shareholders other than the Large-Scale Purchaser are
ensured by a provision of the countermeasures which was designed therefor, to issue share acquisitionrights to all shareholders other than the Large-Scale Purchaser under the same condition without- 31 -

exception.
(8) Not a “dead-hand” or “slow-hand” takeover defense measure
The Response Policy may be terminated at any time at a general meeting of shareholders of theCompany or by the Board of Directors consisting of Directors elected at a general meeting ofshareholders, and thus it is not a so called head-hand takeover defense measure (a takeover defense
measure in which the activation of the measure cannot be stopped even if a majority of the Board
members are replaced).
Furthermore, the Company has not adopted a system of staggered terms of office for Directors,
meaning the Response Policy is not a slow-hand takeover defense measure (a takeover defense measurein which the replacement of the Board members cannot occur all at once and therefore it takes time tostop its activation).
(Note 1) Share certificates, etc. mean:[1] Holders (meaning the holders stipulated by Article 27-23, Paragraph 1 of the Financial Instruments
and Exchange Act including those deemed as holders in accordance with Article 27-23, Paragraph 3 ofthe same Act) of the Company’s share certificates, etc. (meaning the share certificates, etc. stipulated
by Article 27-23, Paragraph 1 of the Financial Instruments and Exchange Act) and joint holders(meaning the joint holders stipulated by Article 27-23, Paragraph 5 of the same Act including thosedeemed as joint holders in accordance with Article 27-23, Paragraph 6 of the same Act), or;[2] For the specific group of shareholders specified in Note 2 [2], share certificates, etc. stipulated by
Article 27-2, Paragraph 1 of the same Act.
(Note 2) A specific group of shareholders means:[1] Holders (meaning holders stipulated by Article 27-23, paragraph (1) of the Financial Instruments
and Exchange Act, including those deemed holders pursuant to Article 27-23, Paragraph 3 of the sameAct) of the Company’s share certificates, etc. (meaning share certificate, etc. stipulated by Article 2723, Paragraph 1 of the same Act) and their joint holders (meaning joint holders stipulated by Article 2723, Paragraph 5 of the same Act, including those who are considered as joint holders pursuant to
Article 27-23, Paragraph 6 of the same Act), or;[2] Persons who undertake the purchase, etc. (meaning purchase, etc. stipulated by Article 27-2,
Paragraph 1 of the same Act, including transactions conducted in stock exchanges or financial productmarkets) of the Company’s share certificates, etc. (meaning share certificate, etc. stipulated by Article
27-2, Paragraph 1 of the same Act) and their special interested parties (meaning special interested
parties stipulated by Article 27-2, Paragraph 7 of the same Act).
(Note 3) The voting rights ratio means:[1] For the specific group of shareholders specified in Note 2 [1], the holding ratio of share certificates,etc. by the holder of the Company’s share certificates, etc. (meaning the holding ratio of sharecertificates, etc. stipulated by Article 27-23, Paragraph 4 of the same Act. In this case, the number of- 32 -

share certificates, etc. held by joint holders of the said holder (meaning the number of share certificates,etc. held pursuant to Article 27-23, Paragraph 4 of the same Act) shall be included in the calculation)or;[2] For the specific group of shareholders specified in Note 2 [2], the total holding ratio of sharecertificates, etc. by the purchaser of the Company’s share certificates, etc. and its special interested
parties (meaning the holding ratio of share certificate, etc. stipulated by Article 27-2, Paragraph 8 of thesame Act).

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Exhibit 1

Status of the Company’s shares (as of March 31, 2023)

1. Total number of authorized shares

75,000,000 shares

2. Total number of outstanding shares

25,714,414 shares (of which 2,539,651 shares aretreasury shares)

3. Number of shareholders

4,874

4. Major shareholders
Ratio of
Number of sharesshareholding
held (in thousands)(%)

Name of shareholder
CACEIS BANK/QUINTET LUXEMBOURG SUB
AC/UCITS CUSTOMERS ACCOUNTMITSUI & CO., LTD.

2,437

10.51%

1,784

7.69

The Master Trust Bank of Japan, Ltd. (trust account)

1,658

7.15

Mitsubishi Corporation
Yamada Sangyo Co., Ltd.
Retirement benefit trust (Mizuho Bank account) of
Mizuho Trust & Banking Co., Ltd. and Re-trust trustee:
Custody Bank of Japan, Ltd.
Employee stock ownership plan of Tayca Group

1,630
1,470

7.03
6.34

1,009

4.35

824

3.55

Chuo-Nittochi Group Co., Ltd.

694

2.99

Kansai Paint Co., Ltd.

612

2.64

Sumitomo Corporation

500

2.15

(Note) 1 The Company holds 2,539 thousands shares of treasury stock, which are not includedin the above.
2. With regard to the 1,009 thousands shares held by “Retirement benefit trust (Mizuho
Bank account) of Mizuho Trust & Banking Co., Ltd. and Re-trust trustee: Custody
Bank of Japan, Ltd.,” Mizuho Bank, Ltd., a trustor, retains the right to direct voting
rights.
3. The shareholding ratio is calculated by excluding treasury shares.

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Exhibit 2 Overview of gratis allotment of stock acquisition rights
1 Shareholders subject to the grant of stock acquisition rights and terms and conditions of issuance
Stock acquisition rights shall be allotted to shareholders who are registered in the final shareholder
registry as on the given date determined by the Board of Directors of the Company (hereinafter referred
to as the “allotment date”) at the rate of one (1) stock acquisition right per one (1) holding share(excluding the Company’s common shares held by the Company).
2 Type and number of shares underlying the stock acquisition rights
The type of shares underlying the stock acquisition rights shall be the Company’s common shares,
and the number of shares to be delivered upon exercise of one (1) stock acquisition right shall be one(1) common share of the Company; provided, however, if the Company carries out a stock split orreverse stock split, the required adjustments shall be made.
3 Total number of stock acquisition rights to be issued
The number of share options allotted shall be determined by the Company's Board of Directors,
having the final total number of outstanding shares of the Company as the maximum. However, thenumber of the Company's common stock owned by the Company on the date of the allotment is
excluded.
4 Effective date of gratis allotment of stock acquisition rights
The Board of Directors of the Company shall determine the date separately.
5 Type and value of asset to be paid upon exercise of stock acquisition rights
The type of asset to be paid upon exercise of stock acquisition rights shall be money and the amountshall be one (1) yen or more as prescribed by the Board of Directors of the Company.
6 Restriction on transfer of stock acquisition rights
The transfer of stock acquisition rights shall require the approval of the Board of Directors of theCompany.
7 Conditions on exercise of stock acquisition rights[1] The Large-Scale Purchaser, [2] joint holders of the Large-Scale Purchaser (meaning parties whoare considered as joint holders in accordance with Article 27-23, Paragraphs 5 and 6 of the Financial
Instruments and Exchange Act, including parties recognized as falling in the category by the Board of
Directors the Company), [3] special interested parties of the Large-Scale Purchaser (meaning parties
stipulated by Article 27-2, Paragraph 7 of the Financial Instruments and Exchange Act, including
parties recognized as falling in the category by the Board of Directors of the Company), [4] parties who
have got or inherited stock acquisition rights allotted without compensation pursuant to the Response
Policy from parties who fall under any of the preceding three categories without approval of the Board- 35 -

of Directors of the Company, or [5] related parties who fall under any of the preceding four categories(meaning parties who substantially control or are controlled by the said party, or act in cooperation withthe said party and who are recognized as falling in such category by the Board of Directors of theCompany. “Control” means “the authority to control decisions regarding financial and business policies
of other companies, etc.” (Article 3, Paragraph 3 of the Regulation for Enforcement of the CompaniesAct) shall not exercise stock acquisition rights allotted without compensation pursuant to the Response
Policy. The Board of Directors of the Company shall specify the details separately.
8 Exercise period of stock acquisition rights
The Board of Directors of the Company shall specify the exercise period of the stock acquisitionrights separately.
9 The Company’s acquisition of stock acquisition rights
The Company may acquire stock acquisition rights that have not been exercised by a date prior to thegiven date determined separately by the Board of Directors of the Company by delivering one (1)common share of the Company in exchange for one (1) stock acquisition right, except for stockacquisition rights held by parties who cannot exercise the stock acquisition rights according to item 7
mentioned earlier.
Where, after the date on which the acquisition takes place, the Board of Directors of the Company
recognizes the existence of any party holding the stock acquisition rights other than parties who cannot
exercise the stock acquisition rights according to item 7 mentioned earlier, the Company may, on agiven date determined by the Board of Directors of the Company after the date on which the acquisitionby the Company takes place, acquire the stock acquisition rights held by that party that have not been
exercised by the day prior to such given date by delivering one (1) common share of the Company inexchange for one (1) stock acquisition right. The same shall apply thereinafter.
In addition on a date determined separately by the Board of Directors, the Company may acquire
stock acquisition rights, including the ones held by those who cannot exercise the rights according toitem 7 mentioned earlier, over the period starting from the effective date of the allocation of the stockacquisition rights to the date prior to either the first day of the execution period or the date of theacquisition mentioned earlier, whichever is earlier, if the Board of Directors of the Company
determines that it is appropriate for the Company to acquire the stock acquisition rights.

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Exhibit 3 Independent Committee Regulations (outline)
1 Establishment
The Independent Committee shall be established through a resolution of the Board of Directors.
2 Composition(1) The Independent Committee shall have at least three (3) members.
(2) Independent Committee members shall be selected and appointed from outside directors, or outside
experts (including business managers, those who have experience in business management, lawyers,certified public accountants, and academic experts) who are independent of the management team thatis responsible for the execution of the Company’s business.
(3) The appointment and dismissal of Independent Committee members shall be made by a resolutionof the Board of Directors. A resolution for dismissal of Independent Committee members shall requirea two-thirds majority vote of the directors present.
3 Term of office Independent Committee members
The term of the Independent Committee members shall be the period from the date of appointment tothe conclusion of the Ordinary General Meeting of Shareholders for the last fiscal year ending within
three years after the date of appointment. Where the continuation of the Response Policy is approved at
the said Ordinary General Meeting of Shareholders, the Independent Committee members shall bereappointed without resolution. The same shall apply thereinafter, except as otherwise provided by aresolution of the Board of Directors.
4 Role of Independent Committee
The Independent Committee shall make recommendations to the Board of Directors regardingwhether the Large-Scale Purchase may cause significant damage to the Company’s corporate value andshareholders’ common interests, and whether it is reasonable to trigger countermeasures against theLarge- Scale Purchase. In issuing such recommendations, the Independent Committee must make a
judgment from the viewpoint of whether the said action will contribute or not contribute to theCompany’s corporate value and shareholders’ common interests, and not with the purpose of pursuing
the Committee members’ own personal benefit or the interests of the Company’s directors.
5 Requirements for resolution
Resolutions by the Independent Committee shall be made, as a general principle, with all membersof the Independent Committee in attendance and by a majority of those in attendance. However, if any
member is unable to attend due to an accident or other unavoidable circumstances, a resolution may
pass with all members in attendance, excluding the said member, and by a majority of those inattendance.

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6 Advice of third party
The Independent Committee may, at Company expense, obtain advice from independent third parties(including financial advisers, certified public accountants, lawyers, consultants, or any other outside
experts) when necessary.

- 38 -

Exhibit 4

Career summary of Independent Committee members

Narihito Maishi
Date of birth: January 13, 1953
CareerApril 1979
Registered as an attorney at law (Osaka Bar Association) and joined
summary
Irokawa Law Office (to present)
June 1993
Outside Auditor & Supervisory Board Member, ONO
PHARMACEUTICAL, CO., LTD.
August 2001
Human Rights Commissioner, Ministry of Justice of Japan
June 2003
July 2007

Outside Auditor, Osaka Kosoku Tetsudo Kabushikigaisha (Osaka
Rapid Railway Co., Ltd.) (Currently, OSAKA MONORAIL CO.,LTD.） (to present)
Auditor-Secretary, TAMATEYAMA GAKUEN

June 2010

Outside Auditor, SUMITOMO DENSETSU CO., LTD. (to present)

April 2014

Commissioner, TAMATEYAMA GAKUEN (to present)

January 2015

Partner, Irokawa Legal Professional Corporation

December 2016

Outside Auditor, inQs Co., Ltd.

Koji Yamamoto
Date of birth: December 28, 1954
CareerApril 1983
Instructor, School of Business, University of Kagawa
summary April 1984
Associate Professor, School of Business, University of Kagawa
October 1988
January 1996
April 2010
April 2012

Associate Professor, Faculty of Economics, Osaka Prefecture
University
Professor, Faculty of Economics, Osaka Prefecture University(Graduate School of Economics)
Chair, Faculty of Economics, Osaka Prefecture University

June 2012

Vice Chair, College of Sustainable System Sciences and Chair, Collegeof Management, Osaka Prefecture University
Extraordinary Vice President, Osaka Prefecture University

November 2013

Chairperson, Osaka Prefecture Bid Monitoring Committee

June 2014

Outside Auditor, Tayca Corporation

November 2014
July 2015

Chairperson, Council for Evaluation of Designated Finance
Organizations of Osaka Prefecture
Audit Commission member of Osaka Prefecture

March 2017

Emeritus Professor, Osaka Prefecture University (to present)

April 2017

Professor, Faculty of Business Administration, Osaka Gakuin
University (to present)
Outside Director Audit Commission member, Tayca Corporation (topresent)
Osaka Prefectural Representative Audit Committee Member, Osaka
Prefecture (to present)
Dean of Faculty of Business Administration, Osaka Gakuin University(to present)

June 2019
October 2022
October 2022

- 39 -

Norikatsu Okada
Date of birth: July 7, 1953
CareerApril 1976

Entered The Dai-Ichi Kangyo Bank, Ltd.

summary

January 1997

Manager, Nishiarai Branch, The Dai-Ichi Kangyo Bank, Ltd.

June 2000

Manager, Nishijin Branch, The Dai-Ichi Kangyo Bank, Ltd.

April 2002

Manager, Nishijin Branch, Mizuho Bank, Ltd.

March 2006

Executive Officer, NIPPON TOCHI-TATEMONO Co., Ltd.

November 2009Managing Executive Officer, NIPPON TOCHI-TATEMONO Co., Ltd.

June 2015

Outside Auditor, Tayca Corporation- 40 -

Exhibit 5

Details (flowchart) of Response Policy

With prior approval of theBoard of Directors of theCompany

Large-Scale Purchase without prior approvalof the Board of Directors of the Company

When the Large-Scale Purchaser does
not comply with the Response Policy

When the Large-Scale Purchaser
complies with the Response Policy

When the Large-Scale Purchaser has notcomplied with the Response Policy

Submission of Statement of Intent
by the Large-Scale Purchaser

Request for the Large-Scale
Purchase Information

Large-Scale Purchaser’s provisionof the Large-Scale Purchase
Information
Board Assessment Period(Evaluation of details of the Purchase andexamination of alternative plans)

Examination by the Independent Committee(Evaluation and examination of the Large-Scale Purchase and theBoard’s alternative plans)

When the Large-Scale Purchase
may significantly damage theCompany’s corporate value andshareholders' common interests

As not applicableto the right

Independent Committee makes
recommendations on the nonimplementation of the countermeasures
to the Board of Directors

Independent Committee makes recommendations
on the implementation of the countermeasures tothe Board of Directors

Shareholders Meeting for Confirmationof Shareholders’ Opinion

Resolution of the Board of Directors (*)

Non-implementation ofcountermeasures*

Implementation ofcountermeasures

The Board of Directors of the Company shall follow the recommendation of the Independent Committee
unless the observance of the said recommendation violates the obligation of due care of a prudent manager.
Follow the resolution of the Shareholders’ Meeting for Confirmation of Shareholders’ Opinion if it washeld.

- 41 -