Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 4611
June 7, 2023
To our shareholders:
Takayuki Sato President
Dai Nippon Toryo Co., Ltd.
18-11 Minamisemba 1-chome, Chuo-ku, Osaka

NOTICE OF THE 140TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dai Nippon Toryo Co., Ltd. (the “Company”) would hereby like to inform you that the 140th Ordinary General
Meeting of Shareholders will be held as described below.
When convening this General Meeting of Shareholders, measures for providing information in electronic format will
be implemented for the information contained in the Reference Documents, etc., for this General Meeting of
Shareholders (matters subject to the measures for electronic provision), which will be posted on the following
websites on the Internet. You are kindly requested to access any of these websites and check the information.
The Company’s website, General Meeting of Shareholders page:https://www.dnt.co.jp/ir/stock/meeting/ (Japanese only)
Website for the materials for the General Meeting of Shareholders:
https://d.sokai.jp/4611/teiji/ (Japanese only)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (Japanese only)
Access the TSE website by using the Internet address shown above, enter “Dai Nippon Toryo” in “Issue name(company name)” or the Company’s securities code “4611” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information available forpublic inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational
Materials for a General Shareholders Meeting].”
If you are unable to attend the meeting in person, you may exercise your voting rights in writing (by postal mail) orby the Internet, etc. In this case, after reviewing the Reference Documents for the General Meeting of Shareholders,please exercise your voting rights no later than 5:00 p.m., Wednesday, June 28, 2023 (Japan Standard Time).
1. Date and Time: Thursday, June 29, 2023 at 10:00 a.m. (Japan Standard Time) (Reception scheduled to open at
9:00 a.m.)
2. Venue:
SR Building Nagahori, 9th Floor Conference Room of the Company’s Head office18-11 Minamisemba 1-chome, Chuo-ku, Osaka
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 140th Term (from April 1, 2022 to March
31, 2023), as well as the results of the audit of the Consolidated Financial Statements by the Accounting
Auditor and the Board of Corporate Auditors
2. Non-Consolidated Financial Statements for the 140th Term (from April 1, 2022 to March 31, 2023)
Items to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Nine (9) Directors
Proposal 3:
Election of One (1) Substitute Corporate Auditor-1-Proposal 4:

Continuation of the Measures to Respond to a Large-Scale Purchase of the Company’s
Shares, etc. (Takeover Defense Measures)

Matters subject to the measures for electronic provision●If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the detailsof the matters before and after the revisions will be posted on each of the above websites on the Internet.
●Concerning informational materials for this General Meeting of Shareholders, the Company has sent out paperbased documents stating matters subject to measures for electronic provision to all shareholders, whether or not arequest for delivery of paper-based documents has been made, considering that this is the first fiscal year that thesystem for provision is used. However, those documents do not include the following matters in accordance withthe provisions of laws and regulations and Article 14 of the Company’s Articles of Incorporation. Note that similar
to the matters stated in the paper-based documents, the matters mentioned below are also audited by the Accounting
Auditor and the Board of Corporate Auditors when they prepared their respective audit reports.
(1) “The Systems to Ensure the Appropriateness of Operations and Status of Operations of the System” in theBusiness Report(2) “Consolidated Statements of Changes in Net Assets” and “Notes to the Consolidated Financial Statements”(3) “Non-Consolidated Statements of Changes in Net Assets” and “Notes to the Non-Consolidated Financial
Statements” in the Non-Consolidated Financial Statements
System for providing materials for the General Meeting of Shareholders in electronic format●The system for providing materials for the General Meeting of Shareholders in electronic format began due toamendments to the Companies Act which came into effect on September 1, 2022. For the system, in regard to thematerials for the General Meeting of Shareholders (the Reference Documents for the General Meeting of
Shareholders, Business Report, audit reports, Non-Consolidated Financial Statements, and Consolidated Financial
Statements), as a general rule, please review the materials through the Internet after accessing the above websites,and paper-based materials for the General Meeting of Shareholders will only be sent as an exception toshareholders who requested delivery of paper-based documents by the prescribed method by the record date of theGeneral Meeting of Shareholders.
●Please contact Stock Transfer Agency Department, Mitsubishi UFJ Trust and Banking Corporation for details on
the system for provision and requesting paper-based documents.
[Inquiries concerning the system for provision]
Stock Transfer Agency Department, Mitsubishi UFJ Trust TEL: 0120-696-505 (Toll-free)Available: 9:00 a.m. to 5:00 p.m. (Japan Standard Time) (excluding Saturdays, Sundays, and holidays)
Attending the General Meeting of Shareholders●If you attend the meeting in person, please submit the enclosed voting form at the reception.
●We ask for your cooperation in preventing the spread of COVID-19 at the venue.
Furthermore, if there are any major changes in the operation of the General Meeting of Shareholders due to futurechanges in circumstances, we will notify you on our website (https://www.dnt.co.jp/).

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

Appropriation of Surplus

Returning profits stably to shareholders is one of the important management issues, and the Company aims tomaintain consistent and stable payment of dividends as its basic policy, while striving to strengthen its corporate
structure and maintaining financial soundness of the Company.
Based on the business performance for the current fiscal year and future business development of the Company, weplan to pay a year-end dividend of ¥25 per share, the same as the previous year-end dividend.
1. Type of dividend property
Cash
2. Allocation of dividend property to shareholders and total amount thereof¥25 per common share of the Company
Total amount of dividends: ¥710,938,475
3. Effective date of distribution of dividends of surplus
June 30, 2023

(Reference) Basic Strategy for Capital Policy
The Company recognizes its priority challenges in achieving a medium and long-term increase in its share value inthree columns: Improving financial health; effective utilization of investors’ equity to boost its earnings power; andamplified returns to shareholders. The Company makes it a basic principle that underlies its capital policies, basedon which it takes into overall consideration the optimal balance between these three challenges, to attain continued
growth.

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Proposal 2:

Election of Nine (9) Directors

The term of office of all eight (8) Directors will expire at the conclusion of this meeting.
In that regard, we propose the election of nine (9) Directors (including three (3) Outside Directors), increasing thenumber of Directors by one (1) in order to further strengthen the management system.
Candidates for Directors have been determined by the Board of Directors based on the recommendation of theNominating Committee, a majority of which consists of Outside Directors. The candidates for Directors are as
follows:
Tenure asNo.

1Position and responsibilities in the
Company

Name

Takayuki Sato

Reelection

Representative Director andPresident

Attendance tothe Board of

GenderDirectors

Director(at theconclusion ofthis meeting)100%(12/12)Male

Eleven (11)
years

100%
(12/12)

Male

Five (5) years

100%(12/12)

Male

Eight (8) years

100%(12/12)MaleSix (6) years

Male

One (1) year

-

Male

-

100%
(12/12)

FemaleFour (4) years

Male

One (1) year

Director, Managing Executive
2

Tatsuhiko Nagano

Reelection

Officer
General Manager, Administrative
Division
Director, Executive Officer

3

Hideyoshi Noda

Reelection

General Manager, Coating
Business Division and in chargeof Production
Director, Executive Officer
General Manager, Specialty

4Motohiro Yamamoto

Reelection

Business Division, and Deputy
General Manager, Coating
Business Division (Head ofTechnology)

5

Masayuki Nakatani

6

Akihiro Miyake

7

Kimiyo Hayashi

8

Hiroshi Sato

Reelection

New
candidateDirector, Executive Officer
General Manager, Overseas
Operations Division, and in
charge of Procurement
General Manager, Production
Division

Reelection
OutsideIndependent

DirectorReelection

9Notes:

Koji Baba

OutsideIndependent
Reelection
Outside

100%
(9/9)

100%

Director

(9/9)
100%

DirectorMale
One (1) year
(9/9)
Independent
1. The Attendance to the Board of Directors for Masayuki Nakatani, Hiroshi Sato, and Koji Baba are Board of Directors held
after assuming their offices on June 29, 2022.
2. In addition to the above number of the Board of Directors held, there was one written resolution resolved by the Board of
Directors based on the provisions of Article 370 of the Companies Act and Article 24 of the Articles of Incorporation of
the Company.

New candidate: New candidate for Director
Reelection: Candidate for Director to be reelected
Outside: Candidate for Outside Director
Independent: Independent Officer as defined by the Tokyo Stock Exchange

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No.

Name
(Date of birth)

Career summary, position and responsibilities[Significant concurrent positions outside the Company]
Apr. 1984
Apr. 2009

Apr. 2010

Apr. 2011

Takayuki Sato
(January 15, 1961)
Reelection
Tenure as Director(at the conclusion of thismeeting)
Eleven (11) years
1

Apr. 2012

June 2012
Apr. 2014

Apr. 2016

Apr. 2018
June 2018

Joined the Company
Deputy General Manager, Protective Coating
Department, General Coating Business
Division of the Company
General Manager, Development Department,
Technical Development Division of theCompany
Executive Officer, Deputy General Manager,
General Coating Business Division (Head ofTechnology), and Deputy General Manager,
Industrial Coating Business Division (Head ofTechnology) of the Company
General Manager, Technical Development
Division, and Deputy General Manager,
Coating Business Division (Head ofTechnology) of the Company
Director of the Company
General Manager, Coating Business Division,and General Manager, Marketing & Sales
Department of the Company
Managing Executive Officer, General Manager,
Protective & Decorative Coatings Department,
Coating Business Division of the Company
Senior Managing Executive Officer, Overallmanagement of the Company
Representative Director and President of theCompany (present position)

Number of theCompany’s shares
owned

27,452 shares[Reasons for nomination as candidate for Director]
Takayuki Sato has a long and proven track record in the technical and marketing divisions of the Company. Sinceassuming the office of Representative Director and President of the Company, he has been leading the overallmanagement of the Company’s Group with strong leadership, appropriately making important decisions at the Board of
Directors and supervising execution of business. Considering this wealth of experience and achievements, the Company
requests his reelection as a Director in the belief that he will strengthen the decision-making and supervisory functionsof the Board of Directors, and will contribute towards continuous growth and further improvement of the corporate
value of the Company’s Group.

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No.

Name
(Date of birth)

Career summary, position and responsibilities[Significant concurrent positions outside the Company]
Apr. 1987

2

Number of theCompany’s shares
ownedJoined The Mitsubishi Bank, Ltd. (currently
MUFG Bank, Ltd.)May 2012
General Manager, Corporate Banking Division
No. 5, Corporate Banking Group No. 2, The
Bank of Tokyo-Mitsubishi UFJ, Ltd.
June 2014
General Manager, Marunouchi Branch, The
Bank of Tokyo-Mitsubishi UFJ, Ltd.
June 2017
Executive Officer, Deputy General Manager,
Tatsuhiko Nagano
Administrative Division, and in charge of(September 22, 1963)
Finance of the Company
Reelection
Apr. 2018
General Manager, Administrative Division of
7,803 shares
Tenure as Director
the Company (present position)(at the conclusion of thisJune 2018
Director (present position), Managing
meeting)
Executive Officer of the Company (present
Five (5) years
position)
Oct. 2020
In charge of Promotion of Dealer’s
Collaboration of the Company
Apr. 2022
General Manager, Corporate Planning
Department, Administrative Division of theCompany[Responsibilities]
Administrative Division[Reasons for nomination as candidate for Director]
Tatsuhiko Nagano has ample expertise gained through his experience in finance and management strategies in afinancial institution. He is leading the Administrative Division, while chairing the Compliance Committee and Risk
Management Committee, thereby contributing towards sound management of the Company’s Group. Considering thiswealth of experience and achievements, the Company requests his reelection as a Director in the belief that he will
strengthen the decision-making and supervisory functions of the Board of Directors, and will contribute towards
continuous growth and further improvement of the corporate value of the Company’s Group.

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No.

Name
(Date of birth)

Career summary, position and responsibilities[Significant concurrent positions outside the Company]
Apr. 1985
Apr. 1991

3

Number of theCompany’s shares
ownedJoined Nippon Paint Co., Ltd.
Joined Nippon Steel Chemical Co., Ltd.
(currently NIPPON STEEL Chemical &Material Co., Ltd.)
Apr. 2007
Joined NITTO CHEMICAL CO., LTD.
Apr. 2010
Joined the Company as Deputy General
Manager, Production Engineering Department,
Production Division
Oct. 2010
General Manager, Production Engineering
Department, Production Division of theCompany
Apr. 2013
Executive Officer of the Company (present
Hideyoshi Noda
position)(September 28, 1962)
Reelection
May 2013
Deputy General Manager, Coating Business
18,781 shares
Tenure as Director
Division, and General Manager, Coating(at the conclusion of thisBusiness Planning Department of the Company
meeting)
Apr. 2015
General Manager, Production Division of theEight (8) years
Company
June 2015
Director (present position), General Manager,
Production Engineering Department,
Production Division of the Company
Apr. 2022
General Manager, Coating Business Division(present position), and in charge of Productionof the Company (present position)[Responsibilities]
Coating Business Division, Production Division[Significant concurrent positions outside the Company]
Representative Director and President, NITTO CHEMICAL
CO., LTD.
[Reasons for nomination as candidate for Director]
Hideyoshi Noda has ample expertise gained through his experience in the coating and other industries. In the Company,
he has long been responsible for the Production Division. He is also responsible for production subsidiaries, andmanages the production of the Company’s Group. Utilizing his ability to manage the Production Division andexperience in the Sales & Marketing Division, he is currently responsible for the Sales & Marketing Division.
Considering this wealth of experience and achievements, the Company requests his reelection as a Director in the belief
that he will strengthen the decision-making and supervisory functions of the Board of Directors, and will contributetowards continuous growth and further improvement of the corporate value of the Company’s Group.

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No.

Name
(Date of birth)

Career summary, position and responsibilities[Significant concurrent positions outside the Company]
Apr. 1986
Apr. 2014

4

Number of theCompany’s shares
ownedJoined the Company
Deputy General Manager, TechnicalDevelopment Division, General Manager,
Development Department, Head of FirstTechnical Development Group, and Deputy
General Manager, Protective & Decorative
Coatings Department of the Company
Apr. 2015
Executive Officer of the Company (present
Motohiro Yamamoto
position)(January 18, 1964)
Apr. 2016
General Manager, Technical Development
Reelection
Division, and Deputy General Manager,
9,323 shares
Tenure as Director
Coating Business Division (Head of(at the conclusion of thisTechnology) of the Company
meeting)June 2017
Director of the Company (present position)
Six (6) years
Apr. 2018
General Manager, Coating Business Division of
the Company
Apr. 2022
General Manager, Specialty Business Division(present position), and Deputy General
Manager, Coating Business Division (Head ofTechnology) (present position) of the Company[Responsibilities]
Specialty Business Division, Technical Development Division[Reasons for nomination as candidate for Director]
Motohiro Yamamoto has ample expertise gained through his experience in coating development and market
development in the technical and marketing divisions of the Company. He is currently responsible for the Specialty
Business Division and the Technical Development Division. Considering this wealth of experience and achievements,
the Company requests his reelection as a Director in the belief that he will strengthen the decision-making andsupervisory functions of the Board of Directors, and will contribute towards continuous growth and further
improvement of the corporate value of the Company’s Group.

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No.

Name
(Date of birth)

Career summary, position and responsibilities[Significant concurrent positions outside the Company]
Apr. 1990

5

Number of theCompany’s shares
ownedJoined The Mitsubishi Bank, Ltd. (currently
MUFG Bank, Ltd.)
Oct. 2011
Deputy General Manager, Corporate
Administration Division, The Bank of TokyoMitsubishi UFJ, Ltd.
Oct. 2014
Deputy General Manager, Namba Branch, The
Bank of Tokyo-Mitsubishi UFJ, Ltd.
Apr. 2015
General Manager, Tokuyama Branch, andGeneral Manager, Tokuyama Branch, The Bankof Tokyo-Mitsubishi UFJ, Ltd.
Masayuki Nakatani
Oct. 2017
Deputy General Manager, Credit Division, The(December 8, 1966)
Bank of Tokyo-Mitsubishi UFJ, Ltd.
Reelection
Tenure as Director
5,260 shares
May 2019
Joined the Company(at the conclusion of thisSenior Manager, Corporate Planningmeeting)
Department, Administrative Division
One (1) year
Apr. 2020
Executive Officer (present position),
General Manager, Corporate Planning
Department, Administrative Division of theCompany
Apr. 2022
General Manager, Overseas Operations
Division of the Company (present position)
June 2022
Director of the Company (present position)
In charge of Procurement (present position)[Responsibilities]
Overseas Operations Division, Procurement Division[Reasons for nomination as candidate for Director]
Masayuki Nakatani has ample expertise gained through his experience in finance and accounting in a financial
institution. After joining the Company, he developed and promoted the medium-term management plan as the General
Manager of the Corporate Planning Department, and he was responsible for management and internal control of Group
companies in Japan and overseas. Drawing on these strong management ability and track record, he is currently
responsible for the Overseas Operations Division and Procurement Division.
Considering this wealth of experience and achievements, the Company requests his reelection as a Director in the belief
that he will strengthen the decision-making and supervisory functions of the Board of Directors, and will contributetowards continuous growth and further improvement of the corporate value of the Company’s Group.

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No.

Name
(Date of birth)

Career summary, position and responsibilities[Significant concurrent positions outside the Company]
Apr. 1996
Apr. 2013

Apr. 2015
Akihiro Miyake(February 7, 1971)
New candidate

Apr. 2017

Apr. 2021
6
Apr. 2022

7

Joined the Company
Deputy General Manager, Production
Engineering Department, Production Divisionof the Company
Deputy General Manager, Coating Business
Planning Department, Coating Business
Division of the Company
General Manager, Coating Business Planning
Department, Coating Business Division of theCompany
Executive Officer (present position),
General Manager, Production Engineering
Department, Production Division
General Manager, Production Division of theCompany (present position)

Number of theCompany’s shares
owned

6,373 shares[Reasons for nomination as candidate for Director]
In addition to his ample expertise gained through his experience in coating development and manufacturing andbusiness planning in the technical and production divisions of the Company, Akihiro Miyake has a track record ofvarious projects such as constructing core systems and quality management, and is currently responsible for the
Production Division. Considering this wealth of experience and achievements, the Company requests his election as a
Director in the belief that he will strengthen the decision-making and supervisory functions of the Board of Directors,
and will contribute towards continuous growth and further improvement of the corporate value of the Company’sGroup.
Oct. 1982
Joined Asahi & Co. (currently KPMG AZSA
LLC)Mar. 1986
Registered as a certified public accountant (tothe present)
Oct. 1995
Senior Manager, Asahi & Co. (retired in
Kimiyo Hayashi
September 2009)(April 29, 1958)
Oct. 2009
Representative, Hayashi Kimiyo Certified
Reelection
Public Accountant Office (present position)
OutsideOct. 2010
Corporate Auditor, Iwatani Direct Co., Ltd.
3,400 shares
Independent(currently IWATANI-I-COLLECT Co., Ltd.)
Tenure as Outside Director(present position)(at the conclusion of thisJune 2019
Director of the Company (present position)
meeting)June 2020
Outside Auditor, NEW COSMOS ELECTRIC
Four (4) years
CO., LTD. (present position)[Significant concurrent positions outside the Company]
Representative, Hayashi Kimiyo Certified Public Accountant
OfficeOutside Auditor, NEW COSMOS ELECTRIC CO., LTD.
[Summary of reasons for nomination as candidate for Outside Director and expected roles]
In addition to her wealth of insight in finance and accounting as a certified public accountant, Kimiyo Hayashi has
ample experience as an auditor of business corporations.
In the Company, she is appropriately playing her role of the management supervisory function, including actively
participating in discussion at the Board of Directors from her expert perspective. The Company requests her reelection
as an Outside Director in the expectation that her advice on the Company’s overall management will contribute towards
reinforcement of corporate governance of the Company, which leads to accomplishing continuous growth and further
improvement of the corporate value of the Company’s Group.
Moreover, if she is reelected, the Company will seek her continued involvement in selecting the Company’s officer
candidates and making decisions on officer remuneration and other matters from an objective and neutral perspective asa member of the Nominating Committee and the Remuneration Advisory Committee.
Although she has not been involved in the management of a company except as an outside officer in the past, theCompany deems her capable of appropriately performing her professional duties as an Outside Director for the reasons
above.

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No.

Name(Date of birth)

Career summary, position and responsibilities[Significant concurrent positions outside the Company]
Apr. 1980

8

Number of theCompany’s shares
ownedJoined The Mitsubishi Bank, Ltd. (currently
MUFG Bank, Ltd.)May 2005
General Manager, Credit & Advisory Division,
The Bank of Tokyo-Mitsubishi, Ltd. (currently
MUFG Bank, Ltd.)May 2006
General Manager, Credit Division, The Bank ofTokyo-Mitsubishi UFJ, Ltd. (currently MUFG
Hiroshi Sato
Bank, Ltd.)(January 2, 1958)
June 2007
Executive Officer, Manager, Credit Division,
Reelection
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
OutsideJune 2008
Full-time Member of the Audit & Supervisory
500 shares
Independent
Committee, The Bank of Tokyo-Mitsubishi
Tenure as Outside Director
UFJ, Ltd. (retired in June 2011)(at the conclusion of thisJune 2011
Representative Director and Managing
meeting)
Director, Mitsubishi Steel Mfg. Co., Ltd.
One (1) year
(retired in June 2017)
June 2017
Standing Audit & Supervisory Board Member,
Mitsubishi Materials Corporation
June 2019
Outside Director and Standing Audit
Committee Member, Mitsubishi Materials
Corporation (retired in June 2022)
June 2022
Director of the Company (present position)[Summary of reasons for nomination as candidate for Outside Director and expected roles]
Hiroshi Sato has ample expertise related to finance, accounting, and corporate management gained through his
experience as a corporate auditor of a financial institution and a senior corporate executive and corporate auditor of
listed enterprises. The Company requests his reelection as an Outside Director in the expectation that his advice on the
Company’s overall management will contribute towards reinforcement of corporate governance of the Company, whichleads to accomplishing continuous growth and further improvement of corporate value of the Company’s Group.
Moreover, if he is reelected, the Company will seek his continued involvement in selecting the Company’s officer
candidates and making decisions on officer remuneration and other matters from an objective and neutral perspective asa member of the Nominating Committee and the Remuneration Advisory Committee.

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No.

Name(Date of birth)

Career summary, position and responsibilities[Significant concurrent positions outside the Company]
Apr. 1981

9

Notes:

Number of theCompany’s shares
ownedJoined The Bank of Tokyo, Ltd. (currently
MUFG Bank, Ltd.)May 2007General Manager, Johannesburg Representative
Office, The Bank of Tokyo-Mitsubishi UFJ,
Ltd. (currently MUFG Bank, Ltd.)
Dec. 2010
Joined Nippon Yusoki Co., Ltd. (currently
Mitsubishi Logisnext Co., Ltd.)
Apr. 2011
General Manager, Business Planning Office,Sales and Marketing Headquarters, Nippon
Yusoki Co., Ltd.
Apr. 2013
Division Head, General Manager, Overseas
Koji Baba
Business Planning Division, Overseas Sales and(August 22, 1957)
Marketing Headquarters, Mitsubishi Nichiyu
Reelection
Forklift Co., Ltd. (currently Mitsubishi
OutsideLogisnext Co., Ltd.)
500 shares
June 2014
Executive Officer, Division Head, General
Independent
Manager, Overseas Business Planning Division,
Tenure as Outside Director
Overseas Sales and Marketing Headquarters,(at the conclusion of thisMitsubishi Nichiyu Forklift Co., Ltd.
meeting)
One (1) year
Oct. 2017
Member of the Executive Team, Deputy Head,
Overseas Sales and Marketing Headquarters
and Division Head, General Manager, Overseas
Business Planning Division, Mitsubishi
Logisnext Co., Ltd.
June 2019
Audit and Supervisory Board Member,
Mitsubishi Logisnext Co., Ltd. (present
position)
June 2022
Director of the Company (present position)[Significant concurrent positions outside the Company]
Audit and Supervisory Board Member, Mitsubishi Logisnext
Co., Ltd.
[Summary of reasons for nomination as candidate for Outside Director and expected roles]
Koji Baba has ample expertise related to finance and accounting as well as overseas business gained through his
experience as an executive officer in charge of overseas sales and a corporate auditor of a listed enterprise, in addition
to many years of experience in a financial institution. The Company requests his reelection as an Outside Director in the
expectation that his advice on the Company’s overall management will contribute towards reinforcement of corporate
governance of the Company, which leads to accomplishing continuous growth and further improvement of corporate
value of the Company’s Group.
Moreover, if he is reelected, the Company will seek his continued involvement in selecting the Company’s officer
candidates and making decisions on officer remuneration and other matters from an objective and neutral perspective asa member of the Nominating Committee and the Remuneration Advisory Committee.
1. Hideyoshi Noda, a candidate for Director, serves concurrently as Representative Director and President of NITTOCHEMICAL CO., LTD. The Company outsources the production of paints to NITTO CHEMICAL CO., LTD.
2. There are no special interests between the other candidates and the Company.
3. Matters pertaining to candidates for Outside Director are as follows.
(1) Kimiyo Hayashi, Hiroshi Sato, and Koji Baba are candidates for Outside Director.
The Company has designated these three persons as Independent Officers and notified such designation to the Tokyo
Stock Exchange in accordance with the rules of Tokyo Stock Exchange, Inc.
(2) Pursuant to Article 427, paragraph (1) of the Companies Act, the Company has entered into limited liability
agreements with Kimiyo Hayashi, Hiroshi Sato, and Koji Baba under Article 423, paragraph (1) of the same Act.
Limitation on liability to compensate for damages under such an agreement is set out to be the minimum amounts set
forth in the relevant laws and regulations. If the reelection of the three are approved, the Company intends to continue
the above limited liability agreement with them.
(3) Although Kimiyo Hayashi was formerly a member of KPMG AZSA & Co. (currently KPMG AZSA LLC), theaccounting auditor of the Company, a significant period of time has passed since she left the said firm (13 years).
Accordingly, the Company has determined that the independence of Kimiyo Hayashi is secured.

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(4) There are business transactions such as borrowings, etc., between the Company and MUFG Bank, Ltd., where Hiroshi
Sato served as a corporate auditor and Koji Baba served as a business executive, however, the amount of theseborrowings at the end of the most recent fiscal year is small (less than 2.4%) for the consolidated total assets of theCompany. Also, 12 years have passed since Hiroshi Sato stepped down from his tenure at said bank and 12 years
have passed since Koji Baba departed from his employment at said bank. Therefore, considering the considerable
period of time for both cases, the Company has determined that the independence of Hiroshi Sato and Koji Baba issecured.
(5) There are business transactions such as providing products, etc., between the Company and Mitsubishi Logisnext
Co., Ltd., where Koji Baba serves as an Audit and Supervisory Board Member, but the amount of these transactionsin the most recent fiscal year is negligible (less than 0.2%) for the consolidated net sales of the Company. Accordingly,
the Company has determined that the independence of Koji Baba is secured.
4. The Company has taken out a Directors and Officers liability insurance policy with an insurance company, as stipulated
in Article 430-3, paragraph (1) of the Companies Act, with all of its Directors covered as insured parties thereto. The
insurance policy provides coverage with respect to officers and others who are the insured parties for losses that arise fromtheir assumption of liability incurred in the course of performing their professional duties or otherwise arising as a resultof them having become subject to claims pertaining to the pursuit of such liability. However, there are certain reasons forcoverage exclusion in that, for instance, the policy does not provide coverage for losses arising due to performance of anillegal act with full knowledge of its illegality. In addition, when the insurance policy is renewed, the Company plans torenew the policy with the same terms. All candidates for Director will be listed as insured parties under the insurance
policy.

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Proposal 3:

Election of One (1) Substitute Corporate Auditor

The effect of assignment of substitute Corporate Auditor Kei Nishida will expire at the commencement of thismeeting. Therefore, we propose the election of one (1) substitute Corporate Auditor to prepare for a situation where
the number of Corporate Auditor does not satisfy the number prescribed by laws and regulations.
The candidate for substitute Corporate Auditor has been determined by the Board of Directors based on therecommendation of the Nominating Committee, a majority of which consists of Outside Directors.
The Board of Corporate Auditors has given its consent to this proposal.
The candidate for substitute Corporate Auditor is as follows:
Name(Date of birth)

Career summary[Significant concurrent positions outside the Company]
Apr. 1977

Number of theCompany’s shares
ownedJoined Japan Storage Battery Co., Ltd. (currently GS Yuasa
International Ltd.)
July 2007
General Manager, Corporate Strategy Management
Division, and Head of Public Relations Office, GS Yuasa
Corporation
June 2008
Corporate Officer, GS Yuasa Corporation
June 2009
Director, GS Yuasa Corporation
Apr. 2010
Head of the Corporate Office, GS Yuasa Corporation
Kei Nishida(July 8, 1954)
June 2012Managing Director, GS Yuasa Corporation
0 shares
OutsideJune 2015
Representative Director and Senior Managing Director, GS
Independent
Yuasa Corporation
June 2018
Representative Director and Executive Vice President, GS
Yuasa Corporation
June 2020
Consultant, GS Yuasa Corporation (retired in June 2021)
June 2021
Outside Director, TOKYO ELECTRON DEVICE LIMITED(present position)[Significant concurrent positions outside the Company]
Outside Director, TOKYO ELECTRON DEVICE LIMITED[Reasons for nomination as candidate for substitute Outside Corporate Auditor]
Kei Nishida has ample expertise related to corporate management gained through his experience as a senior corporate executive andoutside director of listed enterprises. The Company requests his election as a substitute Outside Corporate Auditor in the expectationthat he will appropriately execute his duties as Corporate Auditor from his expert perspective drawing on such expertise.
Notes: 1. There is no special interest between Kei Nishida, a candidate for substitute Outside Corporate Auditor, and the Company.
2. Kei Nishida is a candidate for substitute Outside Corporate Auditor. If he is appointed Corporate Auditor, the Company
plans to designate Kei Nishida as an Independent Officer and notify such designation to the Tokyo Stock Exchange inaccordance with the rules of Tokyo Stock Exchange, Inc.
3. If Kei Nishida is appointed Corporate Auditor, pursuant to Article 427, paragraph (1) of the Companies Act, the Company
intends to enter into a limited liability agreement with him under Article 423, paragraph (1) of the same Act. Limitation
on liability to compensate for damages under such an agreement is set out to be the minimum amounts set forth in therelevant laws and regulations.
4. The Company has taken out a Directors and Officers liability insurance policy with an insurance company, as stipulated
in Article 430-3, paragraph (1) of the Companies Act, with all of its Corporate Auditors covered as insured parties thereto.
The insurance policy provides coverage with respect to officers and others who are the insured parties for losses that arise
from their assumption of liability incurred in the course of performing their professional duties or otherwise arising as aresult of them having become subject to claims pertaining to the pursuit of such liability. However, there are certain reasonsfor coverage exclusion in that, for instance, the policy does not provide coverage for losses arising due to performance ofan illegal act with full knowledge of its illegality. In addition, when the insurance policy is renewed, the Company plansto renew the policy with the same terms. If Kei Nishida is appointed Corporate Auditor, the Company intends to list him
as an insured party under the insurance policy.

- 14 -

(Reference) Composition of the Board of Directors and the Board of Corporate Auditors (planned after the conclusionof this meeting)
If Proposal 2 is approved, the composition of the Board of Directors and the Board of Corporate Auditors of theCompany will be as below:
Category

Name

Takayuki Sato
Tatsuhiko
NaganoHideyoshi Noda
The Board of Directors

Motohiro
Yamamoto
Masayuki
Nakatani
Akihiro Miyake
Kimiyo Hayashi
Hiroshi Sato
Koji Baba

The Board of Corporate Auditors

Hideki Sugiura

Naoyuki Kimura
Hiroyuki Fujii

Position in the
Company
Representative
Director andPresident
Director,
Managing
Executive
Officer
Director,
Executive
Officer
Director,
Executive
Officer
Director,
Executive
Officer
Director,
Executive
Officer
Director(Outside)
Director(Outside)
Director(Outside)
Full-time
Corporate
Auditor(Outside)
Full-time
Corporate
AuditorCorporate
Auditor(Outside)

Tenure as
Officer

Age

GenderEleven (11)
years

62

Male

Five (5) years

59

Male

Eight (8) years

60

Male

Six (6) years

59

Male

One (1) year

56

Male

－

52

Male

Four (4) years

65

One (1) year

Nominating
Committee

Remuneration
Advisory
Committee●●(Chair)(Chair)●●Female

●

●

65

Male

●

●

One (1) year

65

Male

●

●

Two (2) years

57

Male

One (1) year

64

Male

Nine (9) years

68

Male

Note: The table above does not represent all of the skills (expertise, experience, and knowledge) possessed by each person.

- 15 -

Director’s or Corporate Auditor’s expertise, experience, and knowledge
Category

Name

Takayuki Sato
Tatsuhiko
NaganoHideyoshi Noda
The Board of Directors

Motohiro
Yamamoto
Masayuki
Nakatani
Akihiro Miyake
Kimiyo Hayashi
Hiroshi Sato
Koji Baba

The Board of Corporate Auditors

Hideki Sugiura

Naoyuki Kimura
Hiroyuki Fujii

Position in the
Company
Representative
Director andPresident
Director,
Managing
Executive
Officer
Director,
Executive
Officer
Director,
Executive
Officer
Director,
Executive
Officer
Director,
Executive
Officer
Director(Outside)
Director(Outside)
Director(Outside)
Full-time
Corporate
Auditor(Outside)
Full-time
Corporate
AuditorCorporate
Auditor(Outside)

Corporate
management

Finance &accounting

Legal,
compliance,and riskmanagement

Global●●●Sales &
marketing●●Technology
Environment& product& societydevelopment/production

●

●

●
●

●

●

●

●

●

●

●

●
●

●

●

●

●

●

●

●

●

●

- 16 -●

(Reference) Independence Criteria for Outside Officers
The Company deems that Outside Directors and Outside Corporate Auditors (including their candidates) haveadequate independence from the Company if they meet the requirements for independence stipulated by theCompanies Act and the Tokyo Stock Exchange, and do not fall under any of the following items:(1)

A person whose major business partner is the Company or the Company’s subsidiary (“the Company’sGroup”)Note 1, or an executive for that personNote 2(2)

A person who is a major business partner of the Company’s GroupNote 3, or an executive for that person(3)

A consultant, accounting professional, or legal professional who received ¥10 million or more monetaryconsideration or other property from the Company’s Group in the last fiscal year excluding officer
remuneration (if a corporation, association, or other organization received such property, this applies to aperson who belongs to that organization)(4)

A person who received donations of ¥10 million or more from the Company’s Group in the last fiscal year,
or an executive for that person(5)

A major shareholder (a shareholder who holds 10% or more of all the voting rights directly or indirectly) of
the Company, or an executive for that shareholder(6)

A person who had fallen under any of (1) to (5) above in the past three (3) years(7)

A relative within the second degree of a person who falls under any of (1) to (5) above (limited to important
personsNote 4)

Notes: 1. “A person whose major business partner is the Company’s Group” means a person who is a business partner groupproviding products or services to the Company’s Group and received payments from the Company’s Group that
represent 2% or more of the person’s annual consolidated net sales for the last fiscal year.
2. “An executive” means an executive as stipulated in Article 2, paragraph (3), item (vi) of the Regulations for
Enforcement of the Companies Act, i.e., an executive director, executive officer, or other officer managing the businessof a corporation, etc., a member who manages the business, and an employee.
3. “A person who is a major business partner of the Company’s Group” means a person who is a business partner group towhich the Company’s Group provides products or services and made payments to the Company’s Group that represent
2% or more of the Company’s Group’s annual consolidated net sales for the last fiscal year (in the case of a financial
institution from which the Company’s Group borrows, the financial institution falls under this category if the amount ofborrowings is not negligible for the consolidated total assets of the Company’s Group).
4. “Important persons” mean directors, executive officers, corporate officers, or executives at the level of division heads or
higher in the case of (1), (2), (4), and (5), and certified public accountants belonging to an audit corporation or attorneys(including so-called associates) belonging to a law firm in the case of (3).

- 17 -

Proposal 4:

Continuation of the Measures to Respond to a Large-Scale Purchase of the Company’s Shares,
etc. (Takeover Defense Measures)

The Company has passed a resolution approving the continuation of the “Measures to Respond to a Large-Scale
Purchase of the Company’s Shares, etc.” (hereinafter the “Existing Plan”) at a meeting of its Board of Directors heldon April 24, 2020, and it was also approved by the shareholders at the Ordinary General Meeting of Shareholders of
the Company held on June 26, 2020.
As the effective period of the Existing Plan will expire at the conclusion of this Ordinary General Meeting of
Shareholders, the Company has conducted further examination in consideration of factors such as the businessenvironment surrounding the Company, changes in circumstances, and institutional investment trends from theperspective of protecting and enhancing the common interest of shareholders and corporate value. As a result, it was
resolved at the meeting of the Board of Directors of the Company held on April 26, 2023 to continue the ExistingPlan, subject to the approval of shareholders at this Ordinary General Meeting of Shareholders (hereinafter, the“Measures to Respond to a Large-Scale Purchase of the Company’s Shares, etc.” to be continued is referred to as“this Plan”).
This proposal requests the approval of shareholders for this Plan based on the provisions of Article 46 of the Articles
of Incorporation of the Company (Implementation of Takeover Defense Measures). If this proposal is approved, theeffective period of this Plan is to expire at the conclusion of the Ordinary General Meeting of Shareholders of theCompany to be held in June 2026.
The following is the content of this Plan.
I.

Basic Policy on Persons Who Control Decisions on Financial and Business Policies of the Company(hereinafter the “Basic Policy”)
The Company, as a party whose shares are listed on a financial instruments exchange, respects free trading ofshares of the Company in the market and does not unconditionally deny a large-scale purchase of shares of theCompany by a particular party as long as it contributes to the protection and enhancement of the corporate
value of the Company and its group companies (the “Group”) and eventually the common interest ofshareholders. The Company also believes that whether to accept a proposal for a large-scale purchase of sharesshould ultimately be decided by its shareholders.
However, there may be a proposal for a large-scale purchase of shares that could undermine the corporate valueof the Group and eventually the common interest of shareholders by, for example, potentially preventing theCompany from maintaining a good relationship with its stakeholders, that does not sufficiently reflect the valueof the Group, or that does not provide sufficient information that is necessary for shareholders to make a final
decision.
The Board of Directors of the Company believes that when such a proposal is made, it is the responsibility ofthe board as a body mandated by its shareholders to secure necessary time and information and to negotiatewith the party who engages in the large-scale purchase on behalf of its shareholders.

II.

Special Measures to Help the Achievement of the Basic Policy
1. The Company’s approach to business characteristics and corporate value
The Company was established in 1929 as a joint venture of Shimadzu, Mitsubishi and Okura, and has
continued operations to date with manufacture of coatings as its core business.
Today, the main business sectors of the Group are the manufacture and sale of coatings, lighting fixtures,and fluorescent materials. The Company believes that the main sources of the Group’s corporate value are
the power of its brands and relationships with customers based on trust, which were established by thequality and performance of various products and services the Group has been providing for many years
under the founding spirit of “aiming at a company with potential to contribute to the prosperity of Japanand the society.” In particular in the core coating business, the Company is proud of having widely
contributed to the achievement of prosperity of society and affluent life with its original coating
technologies that protect the global environment and resources, which includes Suboid, a rust prevention
coating that triggered the establishment of the Company, and corrosion prevention coatings that haveearned strong support from the market. The accumulation of efforts by the Group since the establishment
underpin the corporate culture and the DNT brand and are at the nucleus of today’s corporate value. The- 18 -

Company believes that heightening its social profile through continuing and promoting this corporate
culture will ultimately lead to the maximization of the corporate value and the common interest ofshareholders.
2. Measures toward enhancing corporate value based on the medium-term management plan
We are working on the five priority measures of (1) Increasing the value of products and services, (2)Improving the price competitiveness, (3) Improving the sales system, (4) Increasing the labor productivity,and (5) Reinforcing the overseas business through the medium-term management plan (fiscal years ended
March 31, 2020 through March 31, 2023).
(1) For increasing the value of products and services, we are working on enhancing profitability throughincreasing the overall value of products and services to customers, such as enhancing product quality
and performance and increasing services with the “Coating Technology Center” and “Protective
Coatings Technology Center” locations established in the fiscal year ended March 31, 2020 for the
purpose of strengthening the joint development system with customers.
(2) For improving the price competitiveness, we are promoting the reduction of manufacturing costs by
reducing raw material costs by reviewing coating formulations, etc., consolidating coating factories,
and improving factory layouts through reducing cost of sales with the purpose of improving the pricecompetitiveness of products and increasing profits accordingly.
(3) For improving the sales system, we are striving to improve sales and marketing activities byimproving win-win relationships with distributors, who play an important role in our sales activities,
and building a system that can promote cross-organizational sales and marketing activities within theGroup.
(4) For increasing labor productivity, we are developing a system that allows our front office departments,
such as sales and marketing and technical sales and marketing, to focus more on customer service bypromoting automation and streamlining of routine operations using IT such as RPA with the purposeof supporting the above measures.
(5) For reinforcing the overseas business, we are striving to expand our business foundation by focusing
on acquiring new customers for automobile parts coatings, the core field of our overseas Coating
Business, in addition to aiming to develop markets in general fields. In addition, regarding the China
Business, where we relocated our factory in response to stricter environmental regulations, we aredoing our best to quickly recover from the loss that occurred due to the transferring business to the
new factory by strengthening cooperation with Japan to stabilize production and expand sales
channels.
We will work vigorously towards continuous growth and enhancing corporate value in the medium andlong-term by steadily implementing these priority measures.
3. Measures toward strengthening corporate governance
The Company also understands that improvement and reinforcement of corporate governance is one of its
highest management priorities in order to earn recognition from shareholders, customers, employees andthe entire society as a corporation with existence value. Therefore, the Company, based on the purpose of
the corporate governance code which has been applied since June 2015, established and revised the “Basic
Policy on Corporate Governance” and has been working to enhance and strengthen its corporate
governance by setting the basic concept, framework, and policy of operations.
To improve the supervisory function over the management, the Company’s Board of Directors has a ratioof one third or more as independent Outside Directors. Also, the Company established the Nominating
Committee and Remuneration Advisory Committee (a majority of both consisting of independent Outside
Directors) as voluntary advisory bodies to the Company’s Board of the Directors in order to ensure fairness,transparency, and objectivity in decision making processes of nomination and remuneration of Directors,
Corporate Auditors and Executive Officers.
Moreover, the Company invites external consultants every year to analyze and evaluate the overall
effectiveness of the Company’s Board of Directors based on the self assessment, etc. of Directors andCorporate Auditors, in an effort to further improve the effectiveness of the Company’s Board of Directors.
The Company aims to conduct further transparent business operations by enhancing these functions as well
as disclosing information appropriately in a timely manner.
- 19 -

For details on the measures concerning the Company’s corporate governance, please refer to the Corporate
Governance Report (https://www.dnt.co.jp/ir/governance/governance-report/).
Under its management philosophy of “aiming at a company that can protect the global environment andresources and widely contribute to the society’s prosperity and affluent life through the creation of newvalues,” the Company will protect and enhance the corporate value and common interest of shareholders
by group-wide efforts of executing the management strategy and reinforcing the corporate governance.
III.

Measures to Prevent Decisions on Financial and Business Policies of the Company from Being Controlled by
Inappropriate Parties in the Context of Its Basic Policy
1. Outline and purpose of this Plan
The Board of Directors of the Company decided to continue this Plan for the purpose of clarifying the rules
to be adhered to by a party intending to carry out a large-scale purchase of shares, etc. of the Company andsecuring information and time that are necessary and sufficient for shareholders to make an appropriate
decision as well as the opportunity to negotiate with the party intending to carry out such a large-scalepurchase.
As outlined below, this Plan establishes rules to be adhered to by a party intending to carry out a largescale purchase of shares, etc. of the Company, clarifies that in certain cases, the party intending to carryout a large-scale purchase may sustain a loss as the Company takes countermeasures, and warns the party
intending to carry out a large-scale purchase of shares, etc. of the Company that will not contribute to theCompany’s corporate value and eventually the common interest of shareholders by appropriately
disclosing such rules and clarifications.
In exercising countermeasures under this Plan and taking other similar actions, the Company will, in
accordance with the Independent Committee Regulations (for the outline of the Regulations, see Appendix1), observe the recommendations of an independent committee solely consisting of Outside Directors of
the Company, Outside Corporate Auditors of the Company or outside experts (senior corporate executives
with proven track record, ex-government officials, attorneys at law, certified public accountants, persons
with academic experience or persons equivalent thereto) who are independent from the senior executives
in charge of business execution of the Company (hereinafter the “Independent Committee”) in order topreclude any arbitrary decision by its Board of Directors, and ensure transparency through timely andappropriate information disclosure including the recommendations of the Independent Committee and theoutline of countermeasures. The three individuals stated in Appendix 2 are to assume the positions as the
Independent Committee members when this Plan continues.
The status of major shareholders of the Company as of March 31, 2023 is as shown in Appendix 3 “Statusof Major Shareholders of the Company.” As of the date of this document, the Company has not received
any proposal for a large-scale purchase of shares, etc. of the Company.
2. Content of this Plan
(1) Procedures for this Plan
1) Large-scale purchases subject to this Plan
This Plan applies to purchases of shares, etc. of the Company that fall under either (i) or (ii)below or acts similar thereto (excluding those that are approved by the Board of Directors of
the Company; hereinafter such acts are referred to as “Large-Scale Purchases”). A party who
carries out or intends to carry out a Large-Scale Purchase (hereinafter “Purchaser”) shall be
required to follow the procedures preliminarily prescribed in this Plan.
(i) A purchase as a result of which the ownership ratio of shares, etc.(1) of the holder(2) would
become 20% or more with regard to the shares, etc. issued by the Company(3).
(ii) A tender offer(4) as a result of which the aggregate sum of the ownership ratio of shares,etc.(5) pertaining to the tender offer and the ownership ratio of shares, etc. of their speciallyrelated parties(6) would become 20% or more with regard to the shares, etc.(7) issued by
the Company.
2) Prior submission of a Letter of Intent to the Company
A Purchaser is required to submit to the Board of Directors of the Company a document
containing, among others, a written pledge to the effect that the Purchaser will comply with theprocedures prescribed in this Plan in relation to the proposed Large-Scale Purchase (hereinafter- 20 -

3)“Letter of Intent”) in a form prescribed by the Company before the execution of the LargeScale Purchase. The language to be used in the Letter of Intent must be Japanese.
More specifically, the Purchaser is required to state the following matters in the “Letter ofIntent.”(i) Summary description of the Purchaser(a) Name and address or location(b) Title and name of the representative(c) Purpose and business description of the company, etc.
(d) Summary description of major shareholders or equity holders (10 largest holders interms of ownership ratio of shares or equity holding ratio)(e) Contact address in Japan(f) Law governing the incorporation(ii) The number of shares, etc. of the Company currently held by the Purchaser and the trading
status of the Purchaser regarding the shares, etc. of the Company during the period of 60days immediately preceding the date of submission of the Letter of Intent(iii) The outline of the Large-Scale Purchase proposed by the Purchaser (including the classes
and the number of shares, etc. of the Company planned to be purchased by the Purchaser
through the Large-Scale Purchase and the purpose of the Large-Scale Purchase [if thePurchaser’s purposes include: the acquisition of control or the participation in
management; pure investment or strategic investment, any transfer of shares, etc. of theCompany to a third party after the completion of the Large-Scale Purchase; making amaterial proposal(8); or other purposes, the Purchaser must describe that fact and specificdescription of them; if there are more than one purposes, the Purchaser is required to state
all of them])
Provision of the “Necessary Information”
In cases where the Purchaser has submitted the “Letter of Intent” referred to in 2) above, thePurchaser is required to submit to the Company information that is necessary and sufficient forshareholders to make a decision and for the evaluation, examination, etc., by the Board of
Directors of the Company regarding the Large-Scale Purchase (hereinafter the “Necessary
Information”) in accordance with the following procedure:First, the Company will send to the Purchaser at the contact address in Japan specified in 2) (i)(e) above an information list (hereinafter “Initial Information List”) specifying information to
be initially submitted within 10 business days(9) (the first day not included) from the date ofsubmission of the “Letter of Intent.” The Purchaser is required to submit sufficient information
to the Company in accordance with the “Initial Information List.”
If the information provided by the Purchaser in accordance with the “Initial Information List”
mentioned above is reasonably determined by the Board of Directors of the Company to be
insufficient for shareholders to make a decision and for the evaluation, examination, etc., by
the board in view of the details and the form of the Large-Scale Purchase, the Company will
set out a reasonable period for additional information and require the Purchaser to provide
additional information that is separately requested by the Board.
The Board of Directors of the Company may set the closing date for the reply from thePurchaser as necessary in order to ensure the appropriate and swift operation of this Plan. In
addition, up to 60 days starting from the day following the posting date of the “Initial
Information List” is set as the maximum length of the period (hereinafter the “Information
Provision Period”) for the Company’s Board of Directors to request information from thePurchaser and the Purchaser to reply. Dealings with the Purchaser concerning information
provision is broken off when the Information Provision Period reaches its maximum limit even
if the Necessary Information is not sufficiently provided, and the Company’s Board of Directors
commence evaluation and review (process 4) below) using the information provided up to thispoint.
Regardless of the details and the form of the Large-Scale Purchase, the information listed in thefollowing items shall, in principle, be included as part of the “Initial Information List.”- 21 -

In addition, the language to be used for the provision of Necessary Information and othernotices and communications with the Company must be Japanese.
(i) Details (including history, specific name, capital structure, business description,
description of financial conditions, and names and career summary of officers) of thePurchaser and its group (including joint holders(10), specially related parties and, in thecase of a fund, partners and other members)(ii) The purpose of the Large-Scale Purchase (details of the purpose disclosed in the “Letterof Intent”), the method and other details of the Large-Scale Purchase (including whether
the Purchaser intends to participate in management of the Company, types and amountsof consideration for the Large-Scale Purchase, the timing of the Large-Scale Purchase,the structure of any related transactions, the number of shares, etc. planned to bepurchased, the ownership ratio of shares, etc. after the execution of the purchase, and thelegality of the method of the Large-Scale Purchase. The Purchaser is also required toprovide a written opinion from an attorney concerning the legality of the method of theLarge-Scale Purchase.)(iii) The basis of calculation of the consideration for the Large-Scale Purchase (including theassumptions and facts of the calculation; the method of calculation; numericalinformation used in the calculation; the details of the synergy expected to arise from aseries of transactions related to the Large-Scale Purchase; the name of a third party, if any,
from whom an opinion is obtained in performing the calculation; the outline of such an
opinion and; the process through which the amount is determined based on such an
opinion)(iv) Supporting documents explaining the source of funds for the Large-Scale Purchase(including the specific name of the provider of the funds [including substantial providersof funds], funding methods and the details of any related transactions)(v) Presence or absence of communication with a third party in conducting the Large-Scale
Purchase and the details of the communication and the outline of the third party if such
communication exists(vi) If, with regard to shares, etc. of the Company already held by the Purchaser, there are any
lending agreement, hypothecation agreement, sell-back agreement, sales reservationagreement or other important contracts or arrangements (hereinafter “Hypothecation
Agreements, etc.”), the type of the agreement, the other party to the agreement, and thespecific terms and conditions of the Hypothecation Agreements, etc. such as the quantity,
etc. of the shares, etc. that are the subject of the agreement(vii) If the Purchaser plans to enter into a Hypothecation Agreement, etc. or any otheragreements with a third party with regard to the shares, etc. of the Company planned tobe purchased by the Purchaser through the Large-Scale Purchase, the type of theagreement planned to be concluded, the other party to the agreement, and the specificterms and conditions of the agreement such as the quantity, etc. of the shares, etc. that are
the subject of the agreement(viii) The management policy, business plan, capital policy, and dividend policy of theCompany and the Group after the Large-Scale Purchase(ix) The policy on the treatment, etc. of the Company and the Group’s employees, labor union,business partners, customers, local communities, and other stakeholders of the Company
and the Group after the Large-Scale Purchase(x) Specific measures to avoid any conflict of interest with other shareholders of theCompany(xi) Information regarding any relationship with an anti-social force(xii) Any other information that the Independent Committee reasonably considers necessary.
When a Purchaser has proposed a Large-Scale Purchase, the Board of Directors of the Company
promptly discloses that fact. The board also discloses the outline of the proposal, the outline of
the Necessary Information, and any other information that is deemed necessary for shareholders
to make a decision, when it is considered appropriate.
- 22 -

4)

5)

The Board of Directors of the Company promptly submits all information received from thePurchaser to the Independent Committee. If the Independent Committee determines that theprovided information is insufficient as the Necessary Information, the Independent Committee,
through the Company’s Board of Directors, may request the Purchaser an additional submissionof the Necessary Information.
When the Board of Directors and the Independent Committee of the Company determine that
the Necessary Information has been sufficiently provided by the Purchaser, they notify the
Purchaser to that effect (hereinafter “Information Provision Completion Notice”) and promptly
disclose that fact.
The Information Provision Period ends on the day when the Board of Directors of the Company
issues the Information Provision Completion Notice, or when the maximum limit of theInformation Provision Period is reached, whichever comes first.
Establishment of the Board of Directors’ Evaluation Period
The Board of Directors of the Company sets either of the periods listed in (i) or (ii) below (ineither cases, the first day not included) starting on the following day of the end of theInformation Provision Period, depending on such factors as the difficulty of evaluation of theLarge-Scale Purchase, as a period for evaluation, examination, negotiation, opinion formation,and development of an alternative proposal by the board (hereinafter the “Board of Directors’
Evaluation Period”) and promptly disclose it.
(i) In the case of a tender offer of all shares, etc. of the Company, the consideration for which
consists only of cash (in Japanese yen): a period of up to 60 days; or(ii) in the case of other Large-Scale Purchases: a period of up to 90 days.
However, in either of the above cases (i) and (ii), the Board of Directors’ Evaluation Period
may be extended if the Company’s Board of Directors finds it necessary. In such a case, theCompany notifies the Purchaser of the specific length of the extension and the reasons for thenecessity of the extension and promptly discloses that fact. The extension may be up to 30 days.
During the Board of Directors’ Evaluation Period, the Board of Directors of the Company shallsufficiently evaluate and examine the Necessary Information provided by the Purchaser whileobtaining the advice of external experts from time to time as necessary and shall thereby
examine the details of the Large-Scale Purchase proposed by the Purchaser from the perspectiveof protecting and enhancing the corporate value of the Company and the common interest ofshareholders. The Board of Directors of the Company will carefully form its opinion on the
proposed Large-Scale Purchase through these examinations, etc., and notify the Purchaser of it.
It will also disclose its opinion in a timely and appropriate manner. The Board of Directors of
the Company will also negotiate the terms and conditions and the method of the Large-Scale
Purchase with the Purchaser as necessary and may present an alternative proposal to its
shareholders.
Recommendations of the Independent Committee concerning the exercise of countermeasures
During the Board of Directors’ Evaluation Period, the Independent Committee shall, in parallelwith the evaluation, examination, negotiation, opinion formation and development of analternative proposal by the Board of Directors of the Company outlined in 4) above, makerecommendations to the board on whether any countermeasures should be exercised, in
accordance with the procedure outlined below. In doing so, the Independent Committee may,at the cost of the Company, obtain advice of third parties that are independent from the senior
executives in charge of business execution of the Company (including investment banks,
securities companies, financial advisors, certified public accountants, attorneys at law,consultants, and other experts) in order to ensure that the judgment of the Independent
Committee is made in a manner to contribute to the protection and enhancement of the corporate
value of the Company and the common interest of shareholders. When the Independent
Committee has made the following recommendations listed in (i) or (ii) below to the Board of
Directors of the Company, the board promptly discloses the fact that such recommendations
have been made and the outline of the recommendations together with information about anyother matters deemed appropriate by the board.
(i) In cases where the Purchaser has not complied with the procedures prescribed in this Plan
- 23 -

6)

7)

In cases where the Purchaser has not complied with the procedures prescribed in 2)
through 4) above, the Independent Committee will, in principle, recommend the exerciseof countermeasures to the Board of Directors of the Company.
(ii) In cases where the Purchaser has complied with the procedures prescribed in this Plan
In cases where the Purchaser has complied with the procedures prescribed in this Plan,
the Independent Committee will recommend the non-exercise of countermeasures to theBoard of Directors of the Company.
However, even in cases where the Purchaser has complied with the procedures prescribedin this Plan, the Independent Committee may still exceptionally recommend the exerciseof countermeasures to the Board of Directors of the Company if the Independent
Committee has concluded that the proposed Large-Scale Purchase is one that would
significantly undermine the corporate value of the Company and the common interest ofshareholders and the exercise of countermeasures is appropriate. In cases where theproposed Large-Scale Purchase is found to fall under any of types of proposals listed inAppendix 4, in principle, the Large-Scale Purchase will be deemed to be one that would
significantly undermine the corporate value of the Company and the common interest ofshareholders.
Also, the Independent Committee may recommend that the board obtain the consent of
the shareholders prior to the exercise of the countermeasures.
Resolution of the Board of Directors and consent of the shareholders
The Board of Directors of the Company shall observe the recommendations of the Independent
Committee prescribed in 5) above and, taking into account the recommendation, promptly passa resolution approving the exercise or non-exercise of countermeasures from the perspective ofprotecting and enhancing the corporate value of the Company and the common interest ofshareholders.
In cases where the Independent Committee recommended that the Board of Directors of theCompany obtain the consent of the shareholders prior to the exercise of the countermeasures,
the board shall call a General Meeting of Shareholders to obtain the consent of shareholders(hereinafter the “General Meeting of Shareholders for Obtaining the Consent”) within thepractically shortest time, unless it is operationally too difficult to do so. The General Meetingof Shareholders for Obtaining the Consent may take place with an Ordinary General Meetingof Shareholders or an Extraordinary General Meeting of Shareholders. In cases where the Boardof Directors of the Company determines to hold the General Meeting of Shareholders for
Obtaining the Consent, the Board of Directors’ Evaluation Period ends at that point. If theexercise of countermeasures is approved in the given General Meeting of Shareholders for
Obtaining the Consent, the Board of Directors of the Company observes the decision made in
the meeting, resolves to exercise the countermeasures, and follows the necessary procedure.
However, if the exercise of countermeasures is rejected in the given General Meeting of
Shareholders for Obtaining the Consent, the Board of Directors of the Company resolves not
to exercise the countermeasures.
When the Board of Directors of the Company has passed such a resolution, whether the content
of the resolution is exercise or non-exercise of countermeasures, it shall promptly disclose theoutline of the resolution together with information about any other matters deemed appropriateby the board and the Independent Committee.
Discontinuation of countermeasures or revocation of the decision to exercise countermeasures
Even after the Board of Directors of the Company has passed a resolution approving theexercise of countermeasures in accordance with the procedure prescribed in 6) above or has
started exercising countermeasures, if (i) the Purchaser has withdrawn the proposal for a LargeScale Purchase or (ii) there have been changes in the facts on which the judgment as to whether
countermeasures should be exercised and it is no longer deemed appropriate to maintain the
countermeasures that have been exercised from the perspective of protecting and enhancing thecorporate value of the Company and the common interest of shareholders, the board shalldiscontinue countermeasures or revoke the decision to exercise countermeasures according to
the recommendations of the Independent Committee.
- 24 -

When the Board of Directors of the Company has passed such a resolution, it shall promptly
disclose the outline of the resolution together with information about any other matters deemed
appropriate by the board.
8) Commencement of a Large-Scale Purchase
The Purchaser shall comply with the procedures prescribed in 1) through 6) above and cannot
commence the Large-Scale Purchase unless the Board of Directors of the Company passes a
resolution approving the non-exercise of countermeasures.
(2) Specific countermeasures to be exercised under this Plan
The countermeasures to be exercised by the Board of Directors of the Company based on its
resolution as described in (1) 6) above shall be the allotment of share acquisition rights (hereinafter
the “Share Acquisition Rights”) without contribution.
The outline of the allotment of the Share Acquisition Rights without contribution shall be asprescribed in Appendix 5 “Outline of the Allotment of the Share Acquisition Rights Without
Contribution.”
As described in (1) 7) above, the Board of Directors of the Company may discontinue
countermeasures or revoke the decision to exercise countermeasures even after it has passed a
resolution approving the exercise of countermeasures or has started exercising countermeasures. For
example, in the case where the Board of Directors of the Company had passed a resolution approving
the allotment of the Share Acquisition Rights without contribution as countermeasures, if thePurchaser has discontinued the Large-Scale Purchase and the board has passed a resolution describedin (1) 7) above, the board may revoke the decision to exercise countermeasures by such way as
aborting the allotment of the Share Acquisition Rights without contribution during the period until
the day immediately preceding the ex-rights date pertaining to the record date set for the allotmentof the Share Acquisition Rights without contribution and as the Company’s acquiring the Share
Acquisition Rights without contribution during the period from the effective date of the allotment of
the Share Acquisition Rights without contribution to the day immediately preceding the start date of
the exercise period of the Share Acquisition Rights.
(3) Effective period, abolition, and change of this Plan
The effective period of this Plan shall be three years until the conclusion of the Ordinary General
Meeting of Shareholders scheduled to be held in June 2026 subject to the approval of this Ordinary
General Meeting of Shareholders scheduled to be held on June 29, 2023.
However, if a resolution approving the change or abolition of this Plan is passed at a General Meetingof Shareholders of the Company anytime before the expiration of the said effective period, this Plan
shall be changed or abolished at that time pursuant to the resolution. In addition, if a resolution
approving the abolition of this Plan is passed by the Company’s Board of Directors consisting of
Directors elected at a General Meeting of Shareholders of the Company, this Plan shall be abolishedat that time.
The Board of Directors of the Company may, upon approval of the Independent Committee, revise
or change this Plan in a range that is judged reasonably necessary due to: a change in the Companies
Act, Financial Instruments and Exchange Act, other laws or regulations or rules of the financial
instruments exchange; a change in the interpretation or operation thereof; or a change in the taxation
system, judicial precedents, etc.
In cases where this Plan is abolished or changed, the Company shall disclose such a fact of abolitionor change and (in the case of a change) the detail of the change together with information about anyother matters deemed appropriate by the Board of Directors of the Company.
3. Rationale of this Plan
(1) This Plan satisfies all the requirements of the guidelines on takeover defense measures.
This Plan satisfies all three principles (principle of protecting and enhancing corporate value andshareholders’ common interests, principle of prior disclosure and shareholders’ will and principle of
ensuring the necessity and reasonableness of defensive measures) prescribed in the “Guidelines
Regarding Takeover Defense for the Purposes of Protection and Enhancement of Corporate Valueand Shareholders’ Common Interest” jointly published by the Ministry of Economy, Trade andIndustry and the Ministry of Justice on May 27, 2005 and is also based on the contents of “Takeover
Defense Measures in Light of Recent Environmental Changes” published by the Corporate Value- 25 -

(2)

(3)

(4)

Study Group on June 30, 2008 and “Principle 1.5 Anti-Takeover Measures” in the “JapaneseCorporate Governance Code” published by the Tokyo Stock Exchange on June 1, 2015 and revisedon June 1, 2018 and June 11, 2021.
This Plan is being continued for the purpose of protecting and enhancing corporate value of theCompany and the common interest of shareholders.
As noted in the 1. above, the continuation of this Plan is proposed for the purpose of protecting andenhancing the corporate value of the Company and the common interest of shareholders in the casewhere a Large-Scale Purchase of shares, etc. of the Company is proposed by securing informationand time necessary for the shareholders to decide whether to accept the proposal for the Large-Scale
Purchase or for the Board of Directors of the Company to present an alternative proposal, as well as
by enabling the Company to negotiate with the Purchaser on behalf of its shareholders or to takesimilar actions.
This Plan respects shareholders’ intention.
This Plan is to be continued subject to the consent of shareholders at this Ordinary General Meetingof Shareholders. As stated in 2. (3) above, if a resolution approving the change or abolition of thisPlan is passed at a General Meeting of Shareholders of the Company anytime after it is approved at
this Ordinary General Meeting of Shareholders, this Plan will be changed or abolished pursuant tothat resolution. Therefore, the intention of shareholders will adequately be reflected on this Plan’scontinuation, change and abolition through the procedure mentioned above.
This Plan respects the judgment of highly independent outside parties and discloses information.
In order to eliminate any arbitrary decision by the Board of Directors of the Company, the Company
has established the Independent Committee under this Plan as an advisory body to the Company’sboard that is in charge of making objective decisions and recommendations concerning the operationof this Plan including the exercise of countermeasures.
The Independent Committee consists of three or more members who are to be appointed from among
Outside Directors of the Company, Outside Corporate Auditors of the Company, or outside experts(senior corporate executives with proven track record, ex-government officials, attorneys at law,certified public accountants, persons with academic experience, or the like) who are independent
from the senior executives in charge of business execution of the Company.
The Company will appropriately disclose information about the outline of the judgment made by the
Independent Committee as necessary and has put in place a mechanism to ensure the transparent
administration of this Plan in a manner to contribute to the corporate value of the Company and thecommon interest of shareholders.

(5)

Reasonable and objective requirements for the exercise of this Plan
As stated in 2. (1) above, the Company has structured this Plan in a manner that it will not be exercised
unless reasonable and objective requirements for exercise are satisfied and has put in place amechanism to prevent the Board of Directors of the Company from arbitrarily exercising it.
(6) This Plan is not a dead-hand type or slow-hand type takeover defense plan.
As stated in 2. (3) above, this Plan may be abolished anytime by the Company’s Board of Directors
consisting of Directors who are elected at the General Meeting of Shareholders of the Company.
Therefore, this Plan is not a dead-hand type takeover defense plan (a takeover defense plan whose
exercise cannot be prevented even after replacing a majority of the members of the Board of
Directors).
The term of office of Directors of the Company is one year and the Company does not use staggered
terms. Consequently, this Plan is not a slow-hand type takeover defense plan (a takeover defense planthat requires time to prevent exercise of the plan because the members of the Board of Directors
cannot be replaced at once).
4. Impact on shareholders and investors(1) Impact of the continuation of this Plan on shareholders and investors upon its taking effect
When the continuation of this Plan takes effect, none of the Share Acquisition Rights will be issued.
Therefore, upon its taking effect, this Plan will not directly have any specific impact on the legal
rights and economic benefits pertaining to shares of the Company held by shareholders.
- 26 -

(2)

(3)

1

As stated in 2. (1) above, depending on whether the Purchaser complies with this Plan, the response
policy of the Company to the proposed Large-Scale Purchase will be different. Therefore,shareholders and investors are advised to pay attention to any action that the Purchaser may or may
not take.
Impact on shareholders and investors at the time of allotment of the Share Acquisition Rights without
contribution
In the case where the Board of Directors of the Company decides to exercise countermeasures andcarry out allotment of the Share Acquisition Rights without contribution, the Share Acquisition Rights
will be allotted without contribution to shareholders whose names are recorded in the shareholder
register as of the allotment date to be specified separately at the rate of up to two Share Acquisition
Rights per share held. Due to the nature of such a structure, while the allotment of the Share
Acquisition Rights without contribution causes dilution of the value per share of the Company heldby each shareholder, it does not cause dilution of the total value of the shares of the Company heldby each shareholder. As such, the allotment of the Share Acquisition Rights without contribution is
not expected to directly have a specific impact on the legal rights and economic benefits pertaining
to shares of the Company held by shareholders.
However, as a result of the exercise of these countermeasures, the Purchaser may eventually besubject to certain impact on its legal rights and economic benefits.
In cases where the Board of Directors passes a resolution approving the allotment of the Share
Acquisition Rights without contribution, but subsequently decides to discontinue countermeasuresthat it has exercised or revoke the decision to exercise countermeasures in accordance with theprocedure described in 2. (1) 7) above, the price of shares of the Company may fluctuate accordingly.
For example, in cases where the Company revokes the exercise of countermeasures after theshareholders to receive the allotment of the Share Acquisition Rights without contribution aredetermined and thereby it acquires the Share Acquisition Rights without contribution and does notdeliver new shares, no dilution of economic value per share of the Company held by each shareholder
occurs. Accordingly, shareholders and investors who have traded shares of the Company based on
the assumption that dilution of economic value per share of the Company would occur may be
exposed to a loss due to share price fluctuation.
In cases where discriminatory conditions are attached in relation to the exercise or acquisition of the
Share Acquisition Rights, while the legal rights and economic benefits of the Purchaser are expected
to be affected with regard to the said exercise or acquisition, such conditions are not expected todirectly have a specific impact on the legal rights and economic benefits pertaining to shares of theCompany held by shareholders other than the Purchaser.
Procedures to be followed by shareholders in conjunction with the allotment of the Share Acquisition
Rights without contribution
As those shareholders whose names are recorded in the last shareholder register as of the date of theallotment of the Share Acquisition Rights without contribution would naturally become holders ofshare options as of the effective date of the allotment of the Share Acquisition Rights without
contribution, no application procedure needs to be followed by these shareholders.
Shareholders may need to exercise the Share Acquisition Rights within a prescribed period for theacquisition of new shares. (In such cases, shareholders are required to pay a certain amount ofmoney.)In addition to the above, after the Board of Directors passes a resolution approving the allotment of
the Share Acquisition Rights without contribution, the allotment method, the exercise method, themethod of acquisition by the Company and other details of the required procedures will be, based on
the applicable laws and regulations and rules of the financial instruments exchange, disclosed or
notified by the Company to shareholders in a timely and appropriate manner for their confirmation.

This term means “Share Certificates, etc.” as defined in Article 27-23, paragraph (1) of the Financial Instruments and ExchangeAct. The same shall apply hereinafter unless otherwise prescribed. In the case of an amendment to any of the laws and regulations,- 27 -

etc. referred to in this Plan (including changes in the names of laws and regulations and the establishment of new laws andregulations, etc. that succeed old laws and regulations, etc.), any reference to the provisions of such laws and regulations, etc. inthis Plan shall be deemed to be replaced with a reference to the provisions of amended laws and regulations, etc. that substantively
succeed the old provisions unless otherwise prescribed by the Board of Directors of the Company.
2 This term means holders as defined in Article 27-23, paragraph (1) of the Financial Instruments and Exchange Act and includes
parties who are included in the category of holders pursuant to the provisions of paragraph (3) of that Article.
3 This term means “Holding Ratio of Share Certificates, etc.” as defined in Article 27-23, paragraph (4) of the Financial Instruments
and Exchange Act. The same shall apply hereinafter.
4 This term means “Share Certificates, etc.” as defined in Article 27-2, paragraph (1) of the Financial Instruments and Exchange Act.
The same shall apply hereinafter in (ii).
5 This term is as defined in Article 27-2, paragraph (6) of the Financial Instruments and Exchange Act. The same shall apply
hereinafter.
6 This term means “Share Certificates, etc. Holding Rate” as defined in Article 27-2, paragraph (8) of the Financial Instruments andExchange Act. The same shall apply hereinafter.
7 This term means specially related parties as defined in Article 27-2, paragraph (7) of the Financial Instruments and Exchange Act(including any party who is deemed to fall under the above by the Company’s Board of Directors.) However, the parties set forthin item (i) of that paragraph shall exclude those who are prescribed in Article 3, paragraph (2) of the Cabinet Office Ordinance on
Disclosure Required for Tender Offer for Share Certificates, etc. by Person Other than Issuer. The same shall apply hereinafter.
8 This term means material proposal as defined in Article 27-26, paragraph (1) of the Financial Instruments and Exchange Act, Article
14-8-2, paragraph (1) of the Order for Enforcement of the Financial Instruments and Exchange Act, and Article 16 of the Cabinet
Office Ordinance on Disclosure of the Status of Large Volume Holding of Share Certificates, etc. The same shall apply hereinafter
unless otherwise prescribed.
9 A business day means a day other than the days set forth in the items of Article 1, paragraph (1) of the Act on Holidays of
Administrative Organs. The same shall apply hereinafter.
10 This term means joint holder as defined in Article 27-23, paragraph (5) of the Financial Instruments and Exchange Act and includes
parties who are deemed as joint holder pursuant to the provisions of paragraph (6) of that Article (including any party who is deemed
to fall under the above by the Board of Directors of the Company). The same shall apply hereinafter.

- 28 -

Appendix 1
Outline of the Independent Committee Regulations
1. The Independent Committee is established by a resolution of the Board of Directors of the Company as anadvisory body to the board for the purpose of precluding any arbitrary decision of the board concerning, among
others, the exercise of countermeasures against a Large-Scale Purchase and securing the objectivity andreasonableness of the decisions and responses of the board.
2. The Independent Committee shall consist of three or more members. The Independent Committee members shallbe appointed by resolution of the Board of Directors of the Company from among persons who are either of (1)Outside Directors of the Company, (2) Outside Corporate Auditors of the Company, and (3) outside experts(senior corporate executives with proven track record, ex-government officials, attorneys at law, certified public
accountants, persons with academic experience or persons equivalent thereto) and who are independent from thesenior executives in charge of business execution of the Company. The Company shall enter into an agreement
concerning the duty of due care of a prudent manager and confidentiality obligations with the Independent
Committee members.
3. The term of office of an Independent Committee member shall be the period from the day on which he or she isappointed to the day of the conclusion of the Ordinary General Meeting of Shareholders for the last fiscal yearthat ends within three years or another day separately agreed between the Company and the said member, unlessotherwise prescribed by a resolution of the Board of Directors of the Company.
4. The Independent Committee shall be convened by a Representative Director of the Company or any of the
Independent Committee members.
5. The chairperson of the Independent Committee shall be elected among the Independent Committee member by
a vote of the members.
6. In principle, a resolution of the Independent Committee shall be passed by a majority of the votes of the
Independent Committee members present at the meeting (including attendance by TV or telephone conferenceor a similar method), provided that all Independent Committee members are present. However, in the case of an
accident or any other special circumstances that prevent an Independent Committee member from voting on a
resolution, a resolution of the Independent Committee shall be passed by a majority of the votes of the
Independent Committee members present at meetings at which a majority of the Independent Committee
members are present.
7. The Independent Committee shall deliberate and pass resolutions on the matters listed in the following items andrecommend its decisions to the Board of Directors of the Company clarifying the basis of the decisions:(1) whether countermeasures under this Plan should be exercised (including whether to obtain the consent of
the shareholders prior to the exercise);(2) whether countermeasures under this Plan should be discontinued or the decision to exercise thecountermeasures should be revoked;(3) whether this Plan should be abolished and changed; and(4) any other matters on which the Board of Directors of the Company from time to time seeks advice fromthe Independent Committee in relation to this Plan.
In deliberating and passing resolutions at the Independent Committee, each Independent Committee member
shall do so solely from the perspective of whether the matter in question contributes to the corporate value of theCompany and the common interest of shareholders and shall not do so for the purpose of seeking personal
benefits for themselves or senior executives of the Company.
8. The Independent Committee may have a Director, Corporate Auditor and employee of the Company or any otherpersons deemed necessary attend its meeting and request their opinion or explanation about matters specified by
the Independent Committee as necessary.
9. In performing its duties, the Independent Committee may, at the cost of the Company, obtain advice of external
experts that are independent from the senior executives who are in charge of business execution of the Company(including investment banks, securities companies, financial advisors, certified public accountants, attorneys atlaw, consultants, and other experts).

- 29 -

Appendix 2
Career Summary of the Candidates for the Independent Committee Members
Hideki Sugiura
Apr. 1989

Joined The Mitsubishi Trust and Banking Corporation (currently Mitsubishi UFJ Trust andBanking Corporation)
Feb. 2012
Deputy General Manager, Corporate Advisory Service Division, Mitsubishi UFJ Trust andBanking Corporation
Oct. 2013
Deputy General Manager, Credit Supervisory Division, Mitsubishi UFJ Trust and Banking
Corporation
Aug. 2014
General Manager, Real Estate Finance Credit Division, Mitsubishi UFJ Trust and Banking
Corporation
Apr. 2017
Deputy General Manager, Real Estate Trust Division, Mitsubishi UFJ Trust and Banking
Corporation
Apr. 2018
Deputy General Manager, Group Real Estate Business Division, Mitsubishi UFJ Trust andBanking Corporation
Apr. 2021
Seconded to MU Trust Apple Planning Company, Ltd.
June 2021
Full-time Corporate Auditor of the Company (present position)*Hideki Sugiura is an Outside Corporate Auditor of the Company. The Company has designated him as an
Independent Officer and notified such designation to the Tokyo Stock Exchange in accordance with the rules ofTokyo Stock Exchange, Inc.
Yasuo Himeiwa
Aug. 1983
Aug. 1990
Sept. 2003
July 2009
May 2015
June 2016
June 2017
June 2020
June 2021

Tsukasa Fujii
Apr. 1986
Apr. 1991
Sept. 2014
Jan. 2017
June 2017
Apr. 2020
June 2022

Joined the accounting firm of Peat Marwick Mitchell & Co. (currently KPMG)
Registered as a certified public accountant of Japan
Partner at AZSA & Co. (currently KPMG AZSA LLC)
Head of Global Japanese Practice Osaka Office of KPMG AZSA & Co.
Chairman of National Employee Association of KPMG AZSA LLC
Himeiwa Certified Public Accountant Office (present position)
Outside Corporate Auditor, Takara Bio Inc. (present position)
Outside Director (Audit & Supervisory Committee Member), Sharp Corporation (present
position)
Outside Director (Audit & Supervisory Committee Member), Idec Corporation
Outside Director (full-time Audit & Supervisory Committee Member), Idec Corporation(present position)

Registered as a member of the Osaka Bar Association
Joined the Law Firm of Keiichi Uehara
Establishing Attorney at Law, Tatsuno, Ozaki & Fujii Law Office (present position)
Hirakata City Architectural Review Board Committee Member (Chairman) (present position)
Judgement Committee Member, Osaka District Court (Land Lease Non-Contentious
Relationship) (present position)
Outside Corporate Auditor, GS Yuasa Corporation (present position)
Auditor, Osaka Bar Association
Statutory Auditor (Outside), TEIJIN FRONTIER CO., LTD. (present position)

There are no special interests between above candidates and the Company.

- 30 -

Appendix 3
Status of Major Shareholders of the Company
As of March 31, 2023
Rank
1
2
3
4
5
6
7
8
9
10
Notes: 1.
2.
3.

Contribution in the Company
Number of shares held
Shareholding ratio(Thousands of shares)
(%)
2,812
9.88
1,400
4.92
1,381
4.85
1,228
4.31
1,215
4.27
1,013
3.56
1,000
3.51
1,000
3.51
829
2.91
718
2.52

Shareholder name

The Master Trust Bank of Japan, Ltd. (Trust Account)
Meiji Yasuda Life Insurance Company
DNT Business Connectors’ Stockhold
MUFG Bank, Ltd.
Dainikka, Inc.
Tokio Marine & Nichido Fire Insurance Co., Ltd.
Fukoku Mutual Life Insurance Company
Shimadzu Corporation
Yasuhide Tanabe
Custody Bank of Japan, Ltd. (Trust Account)
Number of shares less than one thousand has been omitted.
Treasury shares (1,273,139 shares) are omitted.
Shareholding ratios are calculated without treasury shares (1,273,139 shares).

- 31 -

Appendix 4
Types of Large-Scale Purchase Proposals That Are Considered to Significantly Undermine the Corporate Value of
the Company and the Common Interest of Shareholders
1. Cases where the Purchaser is found to be a party who does not have any intention to participate in corporate
management and is acquiring or intends to acquire shares, etc. of the Company only for the purpose of sellingthe shares, etc. of the Company to the Company or a related party of the Company at a high price after driving
the share price higher (so-called greenmailer)
2. Cases where the Purchaser is found to be acquiring shares, etc. of the Company for the purpose of transferring
such assets of the Company or the Group companies as intellectual property rights, know-how, corporate secrets,
major business partners or customers that are necessary for the business operation of the Company or the Group
companies to the Purchaser or its group companies, etc. by temporarily acquiring control over the corporate
management of the Company
3. Cases where the Purchaser is found to be acquiring shares, etc. of the Company for the purpose of using theassets of the Company or the Group companies as collateral for or the source of funds to repay, debts of thePurchaser or its group companies, etc. after acquiring the control over the corporate management of the Company
4. Cases where the Purchaser is found to be acquiring shares, etc. of the Company for the purpose of temporarily
acquiring the control over the corporate management of the Company and disposing high-value assets, etc. suchas real estate, securities, etc., that are not currently related to the business of the Company or the Group
companies by sale, etc. and temporarily paying higher dividends from the disposition proceeds or deliberately
selling the shares, etc. of the Company at a high price as the share price surges during the period of the said
temporarily higher dividends
5. Cases where the method of purchase of shares, etc. of the Company proposed by the Purchaser is found to impose
restrictions on the opportunity or freedom of shareholders to make a decision by way of so-called coercive twotier tender offer (the method of carrying out a tender offer in two steps where the Purchaser does not solicit thesale of all shares, etc. of the Company in the first stage while specifying unfavorable terms and conditions forpurchase in the second stage or not clarifying the terms and conditions for purchase in the second stage) andshareholders could be effectively forced to sell the shares, etc. of the Company- 32 -

Appendix 5
Outline of the Allotment of the Share Acquisition Rights Without Contribution
1. Total number of the Share Acquisition Rights to be allotted
The total number of the Share Acquisition Rights to be allotted shall be the number separately specified by the
Board of Directors of the Company in the resolution approving the allotment of the Share Acquisition Rights
without contribution (hereinafter “Resolution Approving the Allotment of the Share Acquisition Rights Without
Contribution”) and this number shall not exceed the number equivalent to two times the final total number ofissued shares of the Company as of a certain day separately specified by the board in the Resolution Approving
the Allotment of the Share Acquisition Rights Without Contribution (hereinafter “Allotment Date”) (excluding
the number of shares of the Company held by the Company as of the said date).
2. Shareholders eligible for allotment
The Share Acquisition Rights shall be allotted without contribution to shareholders whose names are recordedin the last shareholder register as of the Allotment Date at the rate of up to two Share Acquisition Rights percommon share of the Company held by the said shareholders (excluding shares of the Company held by theCompany as of the said date) that is separately specified by the Board of Directors of the Company in the
Resolution Approving the Allotment of the Share Acquisition Rights Without Contribution.
3. Effective date of the allotment of the Share Acquisition Rights without contribution
The effective date shall be the day separately specified by the Board of Directors of the Company in the
Resolution Approving the Allotment of the Share Acquisition Rights Without Contribution.
4. Class and number of shares that are the subject of the Share Acquisition Rights
The class of the shares that are the subject of the Share Acquisition Rights shall be common shares of theCompany and the number of shares that are the subject of a Share Acquisition Right (hereinafter “Number of
Subject Shares”) shall be the number separately specified by the Board of Directors of the Company in the
Resolution Approving the Allotment of the Share Acquisition Rights Without Contribution provided that the
Number of Subject Shares shall not exceed one. However, in cases where the Company carries out a share split
or share consolidation, the Number of Subject Shares shall be subject to required adjustment.
5. Type and amount of assets to be contributed upon exercise of the Share Acquisition Rights
The type of assets to be contributed upon exercise of the Share Acquisition Rights shall be money and the amountof assets to be contributed upon exercise of the Share Acquisition Rights per common share of the Company
shall be the amount separately specified by the Board of Directors of the Company in the Resolution Approving
the Allotment of the Share Acquisition Rights Without Contribution provided that this amount shall not be lessthan ¥1.
6. Restrictions on the transfer of the Share Acquisition Rights
Any transfer of the Share Acquisition Rights shall be subject to the approval of the Board of Directors of theCompany.
7. Exercise conditions of the Share Acquisition Rights
A party falling under any of the following categories (hereinafter collectively referred to as “non-qualified
parties”) are not entitled to exercise the Share Acquisition Rights: (1) specified large volume holder(11), (2) joint
holder of a specified large volume holder, (3) specified large volume purchaser(12), (4) specially related party ofa specified large volume purchaser, (5) party who has received or succeeded the Share Acquisition Rights fromany of the parties listed in (1) through (4) without obtaining the approval of the Board of Directors of theCompany, or (6) related party of any of the parties falling under (1) through (5)(13).
8. Acquisition of the Share Acquisition Rights by the Company
The Company may acquire the Share Acquisition Rights held by parties other than non-qualified parties anddeliver common shares of the Company in the Number of Subject Shares per Share Acquisition Right inexchange for them on the day separately specified by the Board of Directors of the Company. Economic benefits
such as money are not paid in compensation for acquisition of Share Acquisition Rights held by non-qualified
parties. The details of the acquisition conditions of the Share Acquisition Rights shall be separately specified in
the Resolution Approving the Allotment of the Share Acquisition Rights Without Contribution.
9. Acquisition without contribution in the case of revocation, etc. of the decision to exercise countermeasures
In cases where the Board of Directors of the Company has revoked the exercise of countermeasures or othercases separately specified by the board in the Resolution Approving the Allotment of the Share Acquisition
Rights Without Contribution, the Company may acquire all of the Share Acquisition Rights without contribution.
- 33 -

10. Exercise period, etc. of the Share Acquisition Rights
The exercise period of the Share Acquisition Rights and other necessary matters shall be separately specified by
the Board of Directors of the Company in the Resolution Approving the Allotment of the Share Acquisition
Rights Without Contribution.

11

Specified large volume holder refers to a holder of shares, etc. issued by the Company whose ownership ratio of shares, etc.
pertaining to the said shares, etc. is 20% or more or a party who falls under the category of specified large volume holder as
determined by the Board of Directors of the Company. However, such a party shall not fall under the category of specified large
volume holder if the board has determined that said party’s acquiring or holding shares, etc. of the Company is not against thecorporate value of the Company and the common interest of shareholders or if the said party is a party separately specified as suchby the board in the Resolution Approving the Allotment of the Share Acquisition Rights Without Contribution.
12 Specified large volume purchaser refers to a party who has given a public notice to the effect that it will carry out a purchase, etc.
(meaning purchase, etc. as defined in Article 27-2, paragraph (1) of the Financial Instruments and Exchange Act; the same shallapply hereinafter in this note) of shares, etc. (meaning share certificates, etc. as defined in Article 27-2, paragraph (1) of the
Financial Instruments and Exchange Act; the same shall apply hereinafter in this note) issued by the Company through a tender
offer and the aggregate sum of whose ownership ratio of shares, etc. pertaining to its ownership after the said purchase, etc.
(including those prescribed by Article 7, paragraph (1) of the Order for Enforcement of the Financial Instruments and Exchange
Act as to be equivalent thereto) as combined with the ownership ratio of shares, etc. of its specially related parties is 20% or more,or a party who falls under the category of specified large volume purchaser as determined by the Board of Directors of the Company.
However, such a party shall not fall under the category of specified large volume purchaser if the board has determined that said
party’s acquiring or holding shares, etc. of the Company is not against the corporate value of the Company and the common interestof shareholders or if the said party is a party separately specified as such by the board in the Resolution Approving the Allotmentof the Share Acquisition Rights Without Contribution.
13 “Related party” of a given party means a party who substantively controls or is controlled by or is under the common control withthe other party (including those who are determined by the Board of Directors of the Company to fall under the said definition) ora party who is determined by the board to act in cooperation with the other party. “Control” means the “cases where a party controls
decisions on financial and business policies” of other companies, etc. (meaning the cases defined in Article 3, paragraph (3) of theOrdinance for Enforcement of the Companies Act).

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