[Translation: Please note that the following purports to be an excerpt translation from theJapanese original Notice of the 88th Ordinary General Meeting of Shareholders of
Mitsubishi Materials Corporation prepared for the convenience of shareholders outside
Japan with voting rights. However, in the case of any discrepancy between the translationand the Japanese original, the latter shall prevail.]

Stock Code: 5711
May 31, 2013
To Our Shareholders
Hiroshi Yao, President and Director

Mitsubishi Materials Corporation
3-2, Otemachi 1-chome, Chiyoda-ku, TokyoNOTICE OF THE 88TH ORDINARY
GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 88th Ordinary General Meeting of Shareholders of
Mitsubishi Materials Corporation (the “Company”) to be held as described below.
<Note: Shareholders outside Japan shall vote through their standing proxies except as
specifically described below.>
If you are unable to attend the meeting, after reviewing the following documents entitled“Reference Materials for the General Meeting of Shareholders,” please exercise your voting
rights by either procedure described below.
[Exercise of voting rights in writing]
Please indicate your vote of approval or disapproval on the enclosed Voting Card and returnthe card to the Company by 6:00pm, June 26 (Wednesday). (Please use the enclosed“Voting Card/Registration Security Sticker.”)[Exercise of voting rights by electromagnetic method (through the Internet)]<Note: Voting via the Internet other than through the ICJ platform is only available forregistered shareholders in Japan and in Japanese language only. The ICJ platform is anelectronic voting platform for institutional investors via the ProxyEdge® system of
Broadridge. For further details, please consult with your custodian(s), nominee(s) and/or
broker(s).>.
Yours truly,

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If you are able to attend, please submit the enclosed Voting Card to the reception desk on
the day of the meeting.
Thank you for your cooperation.

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Details
1. Date and Time:

10:00 am June 27, 2013 (Thursday) (The reception starts at 9:00
am)

2. Place:

Banquet Room “Fuyo”
The Main, Banquet Floor, Hotel New Otani
4-1, Kioicho, Chiyoda-ku, Tokyo
Please take note, the meeting will be held at a different venue thistime.

3. Meeting Agenda:
Matters to be Reported:(1) Reports on the business reports, consolidated financial statements and audit
results of the consolidated financial statements by the Accounting Auditors andthe Board of Corporate Auditors for the 88th fiscal year (April 1, 2012 toMarch 31, 2013).
(2) Reports on the financial statements for the 88th fiscal year (April 1, 2012 toMarch 31, 2013).
Matters to be Resolved:
First Item of Business:
Election of Nine (9) Directors
Second Item of Business:
Election of One (1) Corporate Auditor
Third Item of Business:
Renewal of the Countermeasures to Large-Scale
Acquisition of the Company’s Shares (Takeover
Defense Measures)
4. Matters Concerning Exercise of Voting Rights(1) If there is no indication of approval or disapproval of any of the Items on the
Voting Card, the Company will deem such Item as approved.
(2) If you exercise your voting rights both by Voting Card and through the Internet,
the Company will deem such through the Internet as valid.
(3) If you exercise your voting rights more than once through the Internet, theCompany will deem the last exercise valid.
(4) If you wish to exercise your voting rights by proxy on the day of the meeting,you may appoint another single shareholder who has voting rights as yourproxy. In such case, please submit a letter of proxy to the Company thatcertifies the authority of the shareholder acting as your proxy.
5. Items Posted on the Company’s Website(1) Notes on the consolidated financial statements and notes on the financial
statements are posted on the Company’s website shown below in accordance

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with the law and the Company’s Articles of Incorporation. They are notincluded in the attached materials.
The Corporate Auditors and the Accounting Auditors have audited, as theconsolidated financial statements and the financial statements, not only therespective documents which are stated in the attached materials but also noteson the consolidated financial statements and notes on the financial statements,
which are posted on the Company’s website.
(2) If any amendment to the business reports, consolidated financial statements,
financial statements, or to the Reference Materials for the General Meeting of
Shareholders is required, the Company will give such notice by posting it on
the Company’s website below:
http://www.mmc.co.jp/corporate/ja/03/04/04-index.html(Japanese language only)*From the current fiscal year, the existing method of sending written
information on the contents of resolutions at the General Meeting of
Shareholders (Notification of Resolutions at the General Meeting of
Shareholders) will no longer be used. Instead, information will be listed on the
Company’s website listed above.

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First Item of Business:
Election of Nine (9) Directors
The term of office of all nine (9) Directors will expire at the close of this Ordinary General
Meeting of Shareholders. It is hereby proposed that nine (9) Directors be elected.
The candidates for Directors are as follows:
Number of Company shares held

Akihiko Ide (born October 24, 1941) [Reappointed]

1

326,000

Personal history, Title and Position at the Company

Important position of other

Apr. 1965 Joined the Company

organization(s) concurrently

Jun. 1997 Director; General Manager, General Affairs Dept.

assumed:Jun. 2000 Managing Director

Director, Sakai Chemical Industry

Jun. 2002 Executive Vice President

Co., Ltd.

Jun. 2004 President
Jun. 2010 Chairman (to present)

Number/Rate of attendances at Board Meeting (FY2013)
General: 12／12 (100%) Extraordinary: 4／4 (100%)
Number of Company shares held

Hiroshi Yao (born August 2, 1946) [Reappointed]

Responsible for:Apr. 1969 Joined the Company

General operation of the Company

Jun. 2004 Managing Director
2

186,000

Personal history, Title and Position at the Company

Jun. 2006 Executive Vice President; President, Universal Can Corporation
Apr. 2008 President, Mitsubishi Aluminum Co., Ltd.
Jun. 2010 President of the Company (to present)

Number/Rate of attendances at Board Meeting (FY2013)
General: 12／12 (100%) Extraordinary: 4／4 (100%)

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Number of Company shares held

Toshinori Kato (born November 5, 1950) [Reappointed]

3102,000

Personal history, Title and Position at the Company

Responsible for:Apr. 1974 Joined the Company

Assistance to the President;

Apr. 2006 Senior Executive Officer; President, Metals Company

Business Portfolio Strategy;

Jun. 2008 Managing Director; President, Metals Company

Mineral Resources; Precious

Jun. 2011 Executive Vice President; President, Metals Company

Metal Business; Aluminum

Jun. 2012 Executive Vice President (to present)

Business

Number/Rate of attendances at Board Meeting (FY2013)
General: 12／12 (100%) Extraordinary: 4／4 (100%)
Number of Company shares held

Akira Takeuchi (born December 4, 1954) [Reappointed]

4

68,000

Personal history, Title and Position at the Company

Responsible for:Apr. 1977 Joined the Company

Assistance to the President;

Jun. 2006 Executive Officer; General Manager, Legal & General Affairs Div.

General Affairs; Human

Apr. 2009 Senior Executive Officer;

Resources; AffiliatedCorporations Business

General Manager, Legal & General Affairs Div.
Jun. 2009 Managing Director (to present)

Number/Rate of attendances at Board Meeting (FY2013)
General: 12／12 (100%) Extraordinary: 4／4 (100%)
Number of Company shares held

Toshimichi Fujii (born March 4, 1954) [Reappointed]
Personal history, Title and Position at the Company
Apr. 1977 Joined Mitsubishi Mining & Cement Co., Ltd.

Assistance to the President;

Jun. 2007 Manager of Kyushu Plant of the Company

Civil Engineering and

Jun. 2009 Executive Officer; General Manager, Company Technology Div.,5

50,000
Responsible for:Construction Business;
Procurement & Logistics

Cement Company
Jun. 2010 Managing Director, President, Cement Company (to present)

Important position of otherorganization(s) concurrently
assumed:Outside Director, P.S. Mitsubishi
Construction Co., Ltd.

Number/Rate of attendances at Board Meeting (FY2013)
General: 12／12 (100%) Extraordinary: 4／4 (100%)

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Number of Company shares held

Akio Hamaji (born July 13, 1954) [Reappointed]

Responsible for:Apr. 1979 Joined Mitsubishi Mining & Cement Co., Ltd.

Assistance to the President;

Jun. 2007 Executive Officer; General Manger, Corporate Planning Dept. of the

Corporate Communications & IR;
Internal Audit;

Company
6

68,000

Personal history, Title and Position at the Company

Jun. 2009 Executive Officer; General Manger, Corporate Planning Div.

Finance & Accounting

Jun. 2010 Senior Executive Officer; General Manager, Corporate Planning Div.

Important position of other

Apr. 2011 Senior Executive Officer; General Manger, Corporate Strategy Div.

organization(s) concurrently

Jun. 2012 Managing Director (to present)

assumed:President, Materials’ Finance Co.,
Ltd

Number/Rate of attendances at Board Meeting (FY2013)
General: 12／12 (100%) Extraordinary: 4／4 (100%)[Reappointed]

Yukio Okamoto (born November 23, 1945) [Independent
Director]

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Number of Company shares held

117,000

Personal history, Title and Position at the Company

Important position of other

Apr. 1968 Joined the Ministry of Foreign Affairs of Japan (MOFA)

organization(s) concurrently

Jan. 1991 Resigned from MOFA

assumed:Mar. 1991 Representative Director, Okamoto Associates, Inc. (to present)

Representative Director, Okamoto

Jun. 2000 Director of the Company (to present)

Associates, Inc.
Outside Director, Nippon Yusen
Kabushiki Kaisha (NYK Line)
Outside Corporate Auditor,
Mitsubishi Motors Corporation

Number/Rate of attendances at Board Meeting (FY2013)
General: 12／12 (100%) Extraordinary: 4／4 (100%)
Number of Company shares held

Masaru Aramaki (born July 24, 1955) [Newly appointed]
Personal history, Title and Position at the Company
Apr. 1979 Joined the Company
8Jun. 2006 General Manager, Corporate Communications & IR Dept.
Jun. 2008 Assistant to the President, Advanced Materials & Tools Company
Aug. 2008 President, Mitsubishi Materials U.S.A. Corp.
Jun. 2011 Executive Officer; General Manager, Marketing Div.
Jun. 2012 Senior Executive Officer;
President, Electronic Materials & Components Company (to present)

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23,000Number of Company shares held

Osamu Iida (born May 20, 1957) [Newly appointed]
923,000

Personal history, Title and Position at the Company

Responsible for:Apr. 1980 Joined the Company

Corporate Production Engineering

Jan. 2004 General Manager, Metallurgy Dept., Metals Company
Jun. 2010 General Manager, Naoshima Smelter & Refinery
Jun. 2011 Executive Officer; Vice President, Metals Company
Apr. 2013 Senior Executive Officer; President, Metals Company (to present)

Note 1: There are no special interests between any of the candidates and the Company.
Note 2: Mr. Yukio Okamoto is a candidate for appointment as an Outside Director.
Note 3: There is no business relationship between the Company and Okamoto Associates, Inc.
Note 4: There is a business relationship for the transportation of coal, etc., between the Company and NYK Line.
Note 5: There is a business relationship for the sale and purchase of goods between the Company and Mitsubishi Motors
Corporation
Note 6: Special notes concerning the candidate for Outside Director are as follows:(1)

Reasons for nominating Mr. Yukio Okamoto as a candidate for Outside Director and his term of office
Mr. Yukio Okamoto is a specialist in international affairs and also has extensive knowledge in general management.
The Company believes that he will be a competent Outside Director, and thus endorses his election to the position. At
the close of this Ordinary General Meeting of Shareholders, Mr. Okamoto’s term of office will be 13 years.

(2)

Violation of laws or the Articles of Incorporation or other improper conduct at another company in which thecandidate has held office as a director, executive officer, or corporate auditor in the past five years
In March 2011, it was revealed that the Mizushima and Powertrain plants of Mitsubishi Motors Corporation, of which
Mr. Yukio Okamoto is an Outside Auditor, had been using certain facilities without filing the notifications required
under environment-related legislation and regulations.
Also, from September to December 2012, it was revealed that equipment that contains or may containpolychlorinated biphenyls (PCBs) was improperly disposed of at multiple locations of the same company.
Mr. Okamoto was not involved in these matters, and has routinely advised that attention be paid to compliance withlaws and regulations. Furthermore, since these matters came to light, Mr. Okamoto has worked hard to further
reinforce that company’s legal compliance system, including issuing instructions for conducting a thoroughinvestigation and preventing a recurrence.

(3)

Limited Liability Agreement
For the purposes of facilitating the appointment of valuable human resources, a provision of the Articles ofIncorporation allows the Company to execute with Outside Directors agreements limiting liability for damages inaccordance with Article 427, Paragraph 1 of the Companies Act. In accordance with the provision, the Company has
executed a limited liability agreement with Mr. Yukio Okamoto as described below. If this item of business isapproved and resolved and Mr. Okamoto assumes the position of Outside Director, such limited liability agreement
will continue to be effective.
With respect to liability as described in Article 423, Paragraph 1 of the Companies Act, if the Outside Director
performs his duty in good faith and without gross negligence, the Outside Director shall be liable to theCompany for damages only to the extent of minimum liability as set out in Article 425, Paragraph 1 of theCompanies Act. The Company shall indemnify the Outside Director for damages in excess of the amount ofabove minimum liability.

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Note 7: The Company has notified the Tokyo Stock Exchange, Inc., and the Osaka Securities Exchange Co., Ltd. that Mr.
Yukio Okamoto is an Independent Director (an Outside Director with no conflict of interest with generalshareholders) in accordance with their respective regulations.

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Second Item of Business: Election of One (1) Corporate Auditor
Mr. Hiroshi Kanemoto will resign as Corporate Auditor at the close of this Ordinary
General Meeting of Shareholders. It is hereby proposed that one (1) Corporate Auditor beelected.
The Company has obtained the consent of the Board of Corporate Auditors on this
Item of Business.
The candidate for Corporate Auditor is as follows:
Number of Company shares held

Toshikazu Murai (born 15 April, 1951) [Newly appointed]
Personal history, Title and Position at the Company
Apr. 1975 Joined the Company
Apr. 2008 Executive Officer; General Manger, Cemented Carbide Products Business Div,
Advanced Materials & Tools Company
Jun. 2009 Executive Officer; Vice President, Advanced Materials & Tools Company
Jun. 2010 Senior Executive Officer; President, Advanced Materials & Tools Company
Jun. 2012 Managing Director; President, Advanced Materials & Tools Company
Apr. 2013 Director (to present)

Note: There are no special interests between Mr. Toshikazu Murai and the Company.

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160,012

Third Item of Business: Renewal of the Countermeasures to Large-Scale Acquisition of the Company’s
Shares (Takeover Defense Measures)
At the 82nd Ordinary General Meeting of Shareholders, convened June 28, 2007, the Company obtained theconsent of shareholders to introduce the Countermeasures to Large-Scale Acquisition of the Company’s
Shares (Takeover Defense Measures) (hereinafter referred to as “the anti-takeover plan”). Later, at the 85th
Ordinary General Meeting of Shareholders, convened June 29, 2010, the Company obtained shareholders’consent to renew the anti-takeover plan with revisions of some of its provisions (the revised version of theanti-takeover plan shall hereinafter be referred to as the “current anti-takeover plan”). The current antitakeover plan expires as of the close of this Ordinary General Meeting of Shareholders.
With the current anti-takeover plan expiring, the Company has been considering the question of updating
the current anti-takeover plan, including the question of whether to renew the plan at all, in consideration oftrends in the business concerning an anti-takeover plan after its introduction. As a result of thesedeliberations, the Company has judged that continuation of the plan is necessary to protect and enhance
corporate value, shareholder’s common interests, and thus medium-to-long-term shareholder value (thesevalues are hereinafter collectively referred to as “medium-to-long-term shareholder value”). As such, at themeeting of the Board of Directors, convened May 10, 2013, based on the Company’s basic policy withrespect to persons controlling the Company’s policy decisions on finances and operations (as stipulated in
Article 118, Item 3 of the enforcement regulations of the Companies Act; hereinafter referred to as “theBasic Policy”), the Company decided to conduct a renewal of the current anti-takeover plan (hereinafterreferred to as “the Renewal”), incorporating partial revisions, subject to the consent of shareholders at thisOrdinary General Meeting of Shareholders. The revised anti-takeover plan shall hereinafter be referred toas “the new anti-takeover plan.”As such, the Directors ask shareholders to approve the Renewal. If approved, the new anti-takeover plan
will be effective until the conclusion of the 91st Ordinary General Meeting of Shareholders, scheduled toconvene on June 2016.
The main change to the current anti-takeover plan is that the new anti-takeover plan will not be changed
until it expires, except for formal changes due to revisions of the relevant laws and regulations and the like.
This is to respect the consent of shareholders at this Ordinary General Meeting of Shareholders.
1.

Objectives of the New Anti-Takeover Plan
Control over the Company is in principle to be determined by free-market transactions in the shares of theCompany. Judgments as to whether to respond to proposals for large-scale share acquisition of theCompany’s shares (here and below, as defined in 3. (1) (a) below) must in principle respect the free will of
all individual shareholders.
However, there can be large-scale share acquisition which may be considered contrary to medium-to-longterm shareholder value in that they may significantly harm medium-to-long-term shareholder value,
effectively compel shareholders to sell their shares, fail to offer the Board of Directors of the Company

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enough time and information to present a substitute proposal to shareholders, or include a necessity fornegotiation with aquirers for more favorable trade terms. Moreover, the Company is striving to create value
as a complex business group. Any large-scale share aquirer of the Company’s shares must correctly
recognize the business environment in which the Company operates, understand the sources of theCompany’s enterprise value, and protect and enhance that value over the medium-to-long term. Failure to
do so may damage medium-to-long-term shareholder value.
Needless to say, shareholders have the freedom to decide their own investment activities, and that rightmust be respected. In the Company’s view, however, the current system of tender offer in Japan does notprovide the necessary time and procedures for shareholders to decide whether to agree to a large-scale
share acquisition, opening the possibility of damage to medium-to-long-term shareholder value.
For the above reasons, the Board of Directors had decided to renew the current anti-takeover plan withcertain revisions, to protect and enhance medium-to-long-term shareholder value.
The possibility of arbitrary countermeasures by the Board of Directors must be excluded. In accordancewith the Independent Committee Regulations (please refer to Appendix 1 for an overview), an Independent
Committee is established, consisting solely of persons independent from the management team responsible
for executing the operations of the Company. The Board of Directors respects to the maximum degree therecommendations of the Independent Committee. Also, to ensure transparency, information is disclosed toshareholders in a timely manner. For the names and brief curricula vitae of the members of the Independent
Committee at the Renewal, please refer to Appendix 2.
A list of current major shareholders in the Company and their details as of March 31, 2013 can be found in
Appendix 3. At this time the Company is not aware of any moves to make large-scale share acquisition of
the Company’s shares, nor is it aware of receiving any proposals for the same.
2.

Basic Policy on the New Anti-takeover Plan
To protect and enhance medium-to-long-term shareholder value, the Company has established proceduresthat must be strictly followed by any persons making or attempting to make large-scale share acquisition of
the Company’s shares, as described below. The details of the new anti-takeover plan are published in atimely manner by the Tokyo Stock Exchange, Inc. (TSE), in the business reports and other disclosure
documents of the Company, and on the Company’s website. The Company warns persons making or
attempting to make large-scale share acquisition of the Company’s shares that such persons must strictly
follow certain procedures; that in certain cases the Company may take countermeasures against such
efforts; and in certain cases the Company will take countermeasures against such efforts. This is theCompany’s Countermeasures to Large-Scale Acquisition of the Company’s Shares (Takeover Defense
Measures).

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3. Details of the New Anti-takeover Plan
(1) Procedures for the New Anti-takeover Plan(a) Large-scale share acquisition, etc. subject to the new anti-takeover plan
The new anti-takeover plan is applicable whenever a large-scale share acquisiton of the Company’s sharesor similar action (hereinafter referred to as “a large-scale share acquisition”), corresponding to ① or ②
below, is initiated (unless approved in advance by the Board of Directors). A person who initiates or
attempts to initiate a large-scale share acquisition (hereinafter referred to as a “acquirer”) must firstcomplete the procedures stipulated in the new anti-takeover plan.
① Acquisition of outstanding shares issued by the Company1 ending holdings2 of 20% or more by keepersof shares3② Acquisition by the tender offer that causes the holdings4 by the tender offer5 of a acquirer and special
related persons6 of that acquirer to total 20% or more of shares issued by the Company7(b)Submission of letter of intent to the Company
Before executing a large-scale share acquisition, a acquirer must submit to the Board of Directors a written
declaration in Japanese, in the format stipulated by the Company, stating that the acquirer will comply
strictly with the procedures stipulated in the new anti-takeover plan (hereinafter referred to as a “letter ofintent”).
An overview of the content of the letter of intent is as follows.
(i) Overview of the acquirer8(ii) The number of the Company’s shares currently held by the acquirer, and all transactions in the
Company’s shares over the 60-day period before submission of the letter of intent(iii) Overview of the large-scale share acquisition proposed by the acquirer9(c) Submission of information
When a acquirer submits a letter of intent as in (b) above, the acquirer must provide the Company with
sufficient information in Japanese, to enable shareholders to judge the large-scale share acquisition, using
the procedure described below (hereinafter referred to as the “necessary information”).
First, within 10 business days10 of submission of the letter of intent (not counting the first day), theCompany sends the acquirer an “information list,” which describes the information that must be suppliedin the original submission. The acquirer then provides the Company with sufficient information inaccordance with the information list.
If the Board of Directors duly judges that the information provided by the acquirer in accordancewith the information list is not sufficient to enable shareholders to judge the content and aspects of thelarge-scale share acquisition, and to the Board of Directors to evaluate and examine it, the Board of
Directors may separately request that the acquirer provide additional information.
The Board of Directors requests that the acquirer submit the necessary information and establishes a
60-day period from the date the request is sent (not counting the first day) as the period in which theacquirer must submit the information (hereinafter referred to as the “information submission request
period”). When the information submission request period has ended, the Board of Directors’ evaluation
period (here and hereinafter, defined in (e) below) begins. However, if the acquirer requests an extension
based on a reasonable cause, the information submission request period may be extended up to a
maximum of 30 days (not counting the first day) as necessary. Alternatively, if the Board of Directors

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judges that the information already submitted by the acquirer satisfies the requirements of the necessary
information, the Board of Directors may immediately end the information submission request period andbegin the Board of Directors’ evaluation period, even before the information submission request period
expires. Also, the Board of Directors may set a different period within which to submit the necessary
information, according to circumstances or need.
Regardless of the details and aspects of the large-scale share acquisition, in principle each of theinformation items listed below is included in the information list.
① Details11 about the acquirer and the acquirer’s corporate group (in the case of joint keepers12, special
related persons and funds, including union members and other members)② The purpose (detailed description of the purpose listed in the letter of intent), methods and details13 of
the large-scale share acquisition③ Basis of calculation14 of the price of the large-scale share acquisition④ Sources of funds15 for the large-scale share acquisition⑤ Existence of any notification of intent with respect to the large-scale share acquisition to any third
parties, details of that notification, and an overview of said third parties⑥ Detailed information on any loan agreements, collateral agreements, sell-back agreements, agreements
to sell or other important agreements or decisions with respect to shares held by the acquirer(hereinafter referred to as “collateral and/or other agreements”), including types of agreements,
counterparties to agreements, and number of shares affected by such agreements, if any⑦ Detailed information on any plans to agree with any third parties to form collateral and/or otheragreements with respect to the Company’s shares that the acquirer intends to acquire through the largescale share acquisition, including types of agreements, counterparties to agreements, and number ofshares affected by such agreements⑧ The Company or Group management policies, operating plans, capital policies and dividend policies tobe introduced after the large-scale share acquisition⑨ Policies to be introduced after the large-scale share acquisition with respect to treatment of
stakeholders, including the Company employees, labor unions, business partners, customers andregional communities⑩ Specific measures to avoid conflicts of interest with other shareholders

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(d) Disclosure
The Company discloses the fact of any proposals for large-scale share acquisition by acquirers, along withoverviews of those proposals. Also, if the overview of the necessary information and other information
includes information the Company deems necessary for shareholders to judge said proposals, theCompany discloses said information with timing it deems appropriate.
If the Board of Directors deems that the necessary information submitted by the acquirer issufficient, the Board of Directors promptly provides notification of that judgment to the acquirer(hereinafter referred to as “notice of completed information”) and discloses said notification.
(e) Setting of Board of Director’s evaluation period
After the Board of Directors has provided the notice of completed information, or after the information
submission request period expires, the Board of Directors begins evaluation and examination of the largescale share acquisition. The period in which the Board of Directors evaluates, examines, negotiates about,forms opinions about and/or submits an alternative proposal (hereinafter referred to as the “Board of
Directors’ evaluation period”) consists of period ① or ② below (in each case, not counting the first day).
① Maximum of 60 days in the case of a tender offer acquisition of all the Company’s shares using cash
only (denominated in Japanese yen)
② Maximum of 90 days in the case of all other large-scale share acquisition
Notwithstanding the above maximums, in either of cases ① and ② above, the Board of Directors’
evaluation period may be extended if the Board of Directors deems such extension necessary, or if theBoard of Directors receives a recommendation to extend from an Independent Committee. In this case, theacquirer shall be notified of the specific period of extension and reason for extension, and the matter shallbe disclosed to shareholders. Also, said extension shall not exceed 30 days (not counting the first day).
During the Board of Directors’ evaluation period, the Board of Directors fully evaluates andexamines the necessary information submitted by the acquirer, while retaining if necessary the counsel ofan appropriate outside specialist or other advisor. The Board of Directors carefully forms an opinion fromthe perspective of protecting and enhancing medium-to-long-term shareholder value and notifies theacquirer of its opinion, while disclosing said opinion to shareholders in an appropriate and timely manner.
If necessary, the Board of Directors may negotiate with the acquirer regarding conditions and methods ofthe large-scale share acquisition, and may submit an alternative proposal to the shareholders.
(f) Consulting with the Independent Committee
If the acquirer fails to comply strictly with the procedures stipulated in (b) through (e) above and (j)below, or if the large-scale share acquisition by the acquirer is judged to be significantly detrimental tomedium-to-long-term shareholder value, the Board of Directors may judge, from the point of view ofprotecting and enhancing medium-to-long-term shareholder value, that countermeasures are appropriate.
In such a case, the Board of Directors consults with the Independent Committee regarding whether or not
to initiate countermeasures.

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(g) Recommendations of the Independent Committee on initiating countermeasures
If the Board of Directors has inquiries for the Independent Committee regarding whether or not to initiate
countermeasures, the Independent Committee follows the procedures below to offer the Board of Directors
its recommendation on this question. The Independent Committee can, at the Company's expense, obtainadvice from third parties independent of the management team responsible for the execution of theCompany’s operations (including investment banks, securities firms, financial advisers, certified public
accountants, lawyers, consultants and other specialists). If the course of action the Independent Committee
recommends to the Board of Directors corresponds to either ① or ② below, the Board of Directors
promptly discloses the fact of the recommendation, an overview of it, and other information as it judges
appropriate.
① The Independent Committee recommends initiating countermeasures
If the acquirer fails to comply strictly with the procedures stipulated in (b) through (e) above and (j)below, or if the large-scale share acquisition by the acquirer is judged to be significantly detrimental tomedium-to-long-term shareholder value, the Independent Committee will recommend that the Board of
Directors initiate countermeasures. The large-scale share acquisition will be deemed significantly
detrimental to medium-to-long-term shareholder value, in principle, if the acquisition is judged toconform, or is reasonably suspected to conform, to any of the patterns listed in Appendix 4.
② The Independent Committee recommends not initiating countermeasures
Except as stipulated in ① above, the Independent Committee shall recommend that no countermeasures
be initiated.
(h) Decision of the Board of Directors
The Board of Directors will respect the recommendations of the Independent Committee in (g) above tothe maximum degree, drawing on the recommendations of the Independent Committee to decide whether
to initiate countermeasures from the perspective of protecting and enhancing medium-to-long-term
shareholder value.
When reaching this decision, whether its decision is to initiate countermeasures or not to do so, theBoard of Directors discloses an overview of its decision and other information as it deems appropriate.
(i) Convening of general meeting of shareholders to confirm intent
In either of the cases below, unless extraordinary circumstances render it difficult or impossible toconvene a general meeting of shareholders, the Board of Directors convenes a general meeting ofshareholders as soon as practicable, to table a resolution on the initiation of countermeasures (hereinafter
the general meeting of shareholders in this case is referred to as a “general meeting of shareholders to
confirm intent”).
① When the Independent Committee offers its recommendation regarding the initiation ofcountermeasures, the Independent Committee makes it a condition to obtain the prior approval of
the general meeting of shareholders.
② The Board of Directors judges that it is appropriate to confirm the intent of shareholders.
The Board of Directors decides whether or not to initiate countermeasures in accordance with the decisionof the general meeting of shareholders to confirm intent.
(j) Timing of start of large-scale share acquisition

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If the Board of Directors decides to convene the general meeting of shareholders to confirm intent, theacquirer may not begin the large-scale share acquisition until the Board of Directors has reached a decision
on initiating countermeasures based on the decision of the general meeting of shareholders to confirm
intent. If the general meeting of shareholders to confirm intent is not convened, the acquirer may only
begin the large-scale share acquisition after the Board of Directors’ evaluation period is complete.
(k) Cancellation or withdrawal of countermeasures
Even if the Board of Directors decides to initiate countermeasures according to the procedures in (h) or (i)above, the Board of Directors shall consult with the Independent Committee regarding the withdrawal ofcountermeasures in the following cases.
① The acquirer cancels or withdraws the large-scale share acquisition.
② The circumstances on which the decision to initiate countermeasures or not is based have changed,
and the maintenance of countermeasures is not appropriate from the perspective of protecting andenhancing medium-to-long-term shareholder value.
Based on inquiries from the Board of Directors, the Independent Committee examines whether or not
to maintain countermeasures and submits its recommendations to the Board of Directors. The Board of
Directors promptly discloses this recommendation in accordance with the recommendation in (g) above.
The Board of Directors respects the recommendations of the Independent Committee to the maximun
degree. If the Board of Directors judges, drawing on the recommendations of the Independent Committee,that maintaining countermeasures is not appropriate from the perspective of protecting and enhancing
medium-to-long-term shareholder value, the Board of Directors will cancel or withdraw the initiatedcountermeasures and promptly disclose that fact.
(2) Specific Details of Countermeasures in the New Anti-takeover Plan
In principle the countermeasures initiated by the Board of Directors based on the decisions described in (1)(h) and (i) consist of the allotment of share options (hereinafter referred to as “the share options”) without
contribution. However, if it judges that it is appropriate to initiate other countermeasures as recognizedunder the Companies Act and other laws and regulations, as well as under the Articles of Incorporation, theBoard of Directors may use other countermeasures as appropriate.
An overview of the allotment of the share options without contribution is provided in Appendix 5.
Also, to ensure flexibility in initiating countermeasures by means of the allotment of the shareoptions without contribution, the Board of Directors plans to register the issue of the share options.

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(3) Effective Term, Abolition and Change of the New Anti-takeover Plan
The new anti-takeover plan is effective until the conclusion of the 91st Ordinary General Meeting of
Shareholders, scheduled for June 2016.
In the following cases, however, the new anti-takeover plan will be abolished before the effective
term expires.
① A motion to abolish the new anti-takeover plan is approved at a general meeting of shareholders.
② The Board of Directors decides to abolish the new anti-takeover plan.
Also, in the event of formal events such as the revision of relevant laws and regulations, the newanti-takeover plan may be changed, if such change does not violate the Basic Policy.
After 2014, the question of whether to continue, abolish or change the new anti-takeover plan shallbe decided at the first meetings of the Board of Directors after the close of annual ordinary general
meetings of shareholders.
If the new anti-takeover plan is abolished, the Company will promptly disclose the abolition andother information as deemed appropriate by the Board of Directors, in accordance with the appropriate laws
and regulations and the regulations of the securities exchanges.
4. Reasonableness of the New Anti-takeover Plan
(1) The new anti-takeover plan satisfies all policies and other requirements for anti-takeover plans.
The new anti-takeover plan fully satisfies the three principles stipulated in Guidelines Regarding Takeover
Defense for the Purpose of Protection and Enhancement of Corporate Value and Shareholder’s Common
Interests, published jointly on May 27, 2005 by the Ministry of Economy, Trade and Industry (METI) and
Ministry of Justice (MOJ). These three principles are; protecting and enhancing corporate value and theinterests of shareholders as a whole; prior disclosure and shareholder’will; and ensuring the necessity andreasonableness. The new anti-takeover plan also takes into account, and is reasonable in view of, theinformation on various practical duties and controversies regarding anti-takeover plans including State ofAnti-takeover Plans in View of Recent Changes in the Business Environment, published June 30, 2008 by
the Corporate Value Study Group within METI. Furthermore, the new anti-takeover plan conforms to theregulations of both the TSE and the Osaka Securities Exchange Co., Ltd. (OSE).
(2) The purpose of the new anti-takeover plan is to protect and enhance medium-to-long-term shareholder value.
The new anti-takeover plan is to protect and enhance medium-to-long-term shareholder value, in that, as
stated in 1 above, when a move to effect a large-scale share acquisition of the Company’s shares occurs, the
new anti-takeover plan secures the necessary information and time to enable shareholders to judge whether
to respond to the bid for large-scale share acquisition and the Board of Directors to table an alternative
proposal, and that the new anti-takeover plan also enables the Board of Directors to negotiate over theacquisition for shareholders.

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(3) The new anti-takeover plan respects the shareholder's intent.
To confirm the intent of shareholders regarding the Renewal, the Company’s renewal of the anti-takeoverplan is subject to approval by shareholders at the general meeting of shareholders.
Also, in certain cases, the Board of Directors will confirm the intent of shareholders regardingwhether or not to initiate the countermeasures specified in the new anti-takeover plan, at a general meetingof shareholders to confirm intent.
Moreover, the new anti-takeover plan is effective until the conclusion of the 91st Ordinary General
Meeting of Shareholders, scheduled for June 2016. Moreover even before the expiration, as stated in 3 (3)above, the new anti-takeover plan will be abolished immediately if the general meeting of shareholders
approves a motion to abolish the new anti-takeover plan.
In addition, the term of office of the Directors of the Company is one year. As such, the intent ofshareholders may be solicited through the election of the Directors, even during the effective term of the
new anti-takeover plan.
For all the above reasons, the framework under which the new anti-takeover plan is implemented
well reflects the intent of shareholders regarding the introduction or abolition of the new anti-takeover plan.
(4) Disclosure and careful attention to the judgment of highly independent outside parties
The Independent Committee consists of at least three members, appointed from a slate of outside directors,
outside auditors and outside experts. All of these committee members are independent from the
management team that executes the operations of the Company.
The Company discloses to shareholders overviews of the judgments of the Independent Committee
as necessary. To ensure that the new anti-takeover plan supports medium-to-long-term shareholder value,
the Company establishes a framework for transparent operation of the new anti-takeover plan.
(5) Setting of reasonable and objective conditions for initiation of countermeasures
As stated in 3 (1) (g), (h) and (i) above, the new anti-takeover plan is designed so that countermeasures will
not be initiated unless certain reasonable and objective conditions are fully met in order to prevent arbitrary
initiation of countermeasures by the Board of Directors.
(6) The new anti-takeover plan is not a “dead-hand” or “slow-hand” anti-takeover plan.
As stated in 3 (3) above, the new anti-takeover plan can be abolished at any time by the Board of Directors,
which consists of directors appointed at the general meeting of shareholders. As such, the new antitakeover plan does not constitute a “dead-hand” anti-takeover plan16. Similarly, because the term of officeof each director is one year, the new anti-takeover plan does not constitute a “slow-hand” anti-takeoverplan17.

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5. Impact on Shareholders and Investors(1) Impact on shareholders and investors at the time of the Renewal
The Renewal does not by itself trigger the issue of the share options. As such, the new anti-takeover plan
has no direct, tangible impact on the legal rights and economic interests of shareholders and investors withrespect to the Company’s shares at the time of its introduction.
(2) Impact on shareholders and investors at the time of the allotment of the share options without contribution
If the Board of Directors decides to initiate countermeasures, resulting in the allotment of the share options
without contribution, the share options are allotted without contribution (free of charge) to shareholders
listed or registered in the shareholder registry on that date, at a ratio of one share option per share in eachshareholder’s holdings. As a result of this arrangement, if the allotment of the share options without
contribution is executed, the economic value of each share held by shareholders and investors is diluted,
but the overall share value of each shareholder and investor is not diluted. Moreover, voting rights per
share are not diluted. As such, the new anti-takeover plan has no direct, tangible impact on the legal rights
and economic interests of shareholders and investors with respect to the Company’s shares.
Even if the Board of Directors decides to execute the allotment of the share options without
contribution, if the Board of Directors decides to cancel or withdraw the countermeasures according to theprocedure described in 3 (1) (k) above, the economic value of each share held by shareholders andinvestors is not diluted. For this reason, shareholders and investors who trade in the Company’s shares on
the assumption that their value per share will be diluted may find that they incur a loss due to share-pricefluctuation.
If the exercise or acquisition of the share options imposed disadvantageous conditions on theacquirer, said exercise or acquisition would be expected to dilute the legal rights of the acquirer. However,even in this case, the exercise or acquisition of the share options imposes no direct, tangible impact on thelegal rights and economic interests of shareholders and investors in the Company’s shares, other than thoseof the acquirer.
(3) Procedures required of shareholders to receive the allotment of the share options without contribution
If the Board of Directors decides to execute the allotment of the share options without contribution, theBoard of Directors will specify and publish the date of the allotment.
All shareholders listed or registered in the final shareholder register on the date of allotment will ofcourse hold the right to subscribe to new shares on the date when the allotment of the share options without
contribution is executed. No application or request procedures are required.
Shareholders may be required to exercise the share options within a specified period of time toacquire the new shares (a fee will be payable at that time).
The Board of Directors will disclose and notify shareholders in a timely and appropriate manner thedetails regarding the method of allotment, method of execution, the method by which the Company
acquires the shares, and other matters, based on the appropriate laws and regulations and the regulations of
the securities exchanges, after the Board of Directors has reached a decision regarding the allotment of theshare options without contribution.
Notes
1. As defined in Article 27-23, Paragraph 1 of the Financial Instruments and Exchange Act. The same applies
below unless separately specified otherwise. In the case of revisions to the laws and regulations referenced in
the new anti-takeover plan (including the enactment of changes to the names of laws and regulations and newlaws and regulations to succeed the old), each article of the laws and regulations referenced in the new antitakeover plan, unless separately determined otherwise by the Board of Directors, shall be replaced with the

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wording of the laws and regulations that effectively succeed them.
2. Here and below, as defined in Article 27-23, Paragraph 4 of the Financial Instruments and Exchange Act.
3. Refers to keepers as defined in Article 27-23, Paragraph 1 of the Financial Instruments and Exchange Act.
This includes keepers based on Paragraph 3 of the same Article.
4. Here and below, as defined in Article 27-2, Paragraph 8 of the Financial Instruments and Exchange Act.
5. Here and below, as defined in Article 27-2, Paragraph 6 of the Financial Instruments and Exchange Act.
6. Here and below: Refers to a “special related person” as defined in Article 27-2, Paragraph 7 of the Financial
Instruments and Exchange Act. Regarding the persons as described in Item 1 of this paragraph, however, thepersons stipulated in Article 3, Paragraph 2 of the Cabinet Order on Disclosure of Tender Offer of Shares by
Persons Other than the Issuer are excluded.
7. As defined in Article 27-2, Paragraph 1 of the Financial Instruments and Exchange Act.
8. Includes 1) name and address, 2) name and position of representative, 3) purpose and operations of company
or enterprise, 4) overview of major shareholders and investors (top 10 in terms of shareholdings or share ofinvestment), 5) contact information in Japan, and 6) laws on whose basis the company was founded.
9. Includes type and number of shares the acquirer is expected to acquire in the large-scale share acquisition, andthe purpose of the large-scale share acquisition (nature and description of purpose, including but not limited
to acquisition of controlling rights, participation in management, pure investment, investment for policy
purposes, transfer to a third party after completion of the large-scale share acquisition or execution of major
proposals (“Execution of major proposals” as defined in Article 27-26, Paragraph 1 of the Financial
Instruments and Exchange Act, Article 14-8-2, Paragraph 1 of the Enforcement Orders of the Financial
Instruments and Exchange Act and Article 16 of the Cabinet Order on Disclosure of the Status of Major
Shareholdings). If multiple purposes exist, all purposes must be listed.).
10. A “business day” is a day other than as described in each item of Article 1, Paragraph 1 of the Law on
Holidays for Administrative Organizations.
11. Includes company history, full company name, capital structure, details of operations, financial details, andnames and curricula vitae of directors.
12. Here and below, refers to a “joint keeper” as defined in Article 27-23, Paragraph 5 of the Financial
Instruments and Exchange Act, and includes persons deemed joint keepers based on Paragraph 6 of the same
Article.
13. Includes types and amounts of considerations in the large-scale share acquisition, timing of large-scale shareacquisition, framework of related transactions, method and legality of large-scale share acquisition, andpractical feasibility of the large-scale share acquisition.
14. Includes assumptions in and methods of calculation, numerical data used in calculation, synergies expected
to be realized as a result of transactions arising from the large-scale share acquisition, synergies expected to
accrue to minority shareholders, names of any third parties whose opinions are sought in calculation,
overviews of said opinions, and the process of deciding amounts in view of those opinions.
15. Full names of providers of funds (including effective providers of funds), fundraising methods and details of
related transactions.
16. Refers to an anti-takeover measure whose initiation cannot be obstructed even if the majority of themembers of the Board of Directors are replaced.
17. Refers to an anti-takeover measure whose initiation requires a great deal of time to obstruct, because theentire Board of Directors cannot be replaced at once.

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Appendix 1
Overview of the Independent Committee Regulations
1.

The Independent Committee is established as an advisory body to the Board of Directors. Its purpose is to
overcome arbitrary judgments by the Board of Directors with respect to the initiation of countermeasuresagainst large-scale share acquisition, and to guarantee the objectivity and reasonableness of the Board of
Directors’ judgments and responses.

2.

The Independent Committee consists of at least three members (hereinafter referred to as “the Independent
Committee members”). The Independent Committee members are appointed based on the decisions of theBoard of Directors, from among any of the following persons who are independent from the management
team that executes the operations of the Company: (1) outside directors, (2) outside corporate auditors and(3) outside experts (experienced business managers, former employees of government offices, lawyers,certified public accountants, other persons of learning and experience, and others commensurate with theabove). The Company concludes an agreement with each of the Independent Committee members, which
includes provisions on due diligence and confidentiality.

3.

The term of office of the Independent Committee members shall be from the date of appointment to thedate of conclusion of the ordinary general meeting of shareholders concerning the last fiscal year ending
within one (1) year from the date of appointment, or a term separately agreed between each Independent
Committee member and the Company. However, different provisions may be made by the decision of theBoard of Directors.

4.

The Independent Committee is convened by the representative director of the Company or each
Independent Committee member.

5.

The chair of the Independent Committee shall be appointed by mutual election of the Independent
Committee members.

6.

In principle, the decisions of the Independent Committee are made by majority vote of all Independent
Committee members. However, in the event of accident or illness to an Independent Committee memberor other extenuating circumstance, the decisions of the Independent Committee are made by majority voteof Independent Committee members present, if a majority of Independent Committee members arepresent.

7.

Based on inquiries from the Board of Directors, the Independent Committee deliberates with respect toeach of the items listed below, reaches a decision, and makes recommendations to the Board of Directors,
indicating its decision and the reasons for that decision.
(1)
Whether or not to initiate the countermeasures in the new anti-takeover plan (including judgmentof whether or not the large-scale share acquisition is significantly detrimental to medium-to-longterm shareholder value and whether to convene the general meeting of shareholders to confirm
intent)(2)
Whether to cancel or withdraw the countermeasures provided in the new anti-takeover plan
(3)
Whether to abolish or change the new anti-takeover plan

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(4)
(5)

Whether to extend the Board of Directors’ evaluation period
Such other matters on which the Board of Directors may choose to inquire with the Independent
Committee with respect to the new anti-takeover plan
Each Independent Committee member must participate in the deliberations and decisions of the
Independent Committee solely from the perspective of whether or not the matter in question is beneficial
to medium-to-long-term shareholder value. In participating in the Independent Committee, Independent
Committee members must not seek their own gain or the personal gain of a member or members of the
management team of the Company.
8.

The Independent Committee can as necessary summon Directors, Corporate Auditors, employees or otherpersons the Independent Committee deems necessary, to request opinions or explanations regarding items
of inquiry.

9.

The Independent Committee can, at the Company's expense, obtain advice from third parties independentof the management team responsible for the execution of the Company’s operations (including investmentbanks, securities firms, financial advisers, certified public accountants, lawyers, consultants and otherspecialists) in the execution of its duties.

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Appendix 2
Personal History of Independent Committee Members
There are four (4) initial Independent Committee members for the new anti-takeover plan as follows:
Yukio Okamoto
November 23, 1945
Outside Director of the Company[Personal history]
Apr. 1968

Joined the Ministry of Foreign Affairs of Japan (MOFA)

Aug. 1985

Manager, Security Division, North American Affairs Bureau, MOFA

Jul. 1988

Manager, First North America Division, North American Affairs Bureau, MOFA

Jan. 1991

Resigned from MOFA

Mar. 1991

Representative Director, Okamoto Associates, Inc. (to present)

Jun. 2000

Director of the Company (to present)

Jun. 2006

Outside Corporate Auditor, Mitsubishi Motors Corporation (to present)

Jun. 2008

Outside Director, Nippon Yusen Kabushiki Kaisha (NYK Line) (to present)* Mr. Yukio Okamoto is an Outside Director as defined in the Companies Act, Article 2, Item 15.
* Mr. Okamoto meets the requirements as an independent director stipulated by Tokyo Stock ExchangeInc. and Osaka Securities Exchange Co., Ltd.
* There are no special interests between Mr. Okamoto and the Company.

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Akihiko Minato
October 16, 1953
Outside Corporate Auditor (Standing)[Personal history]
Apr. 1976

Joined the Mitsubishi Bank, Ltd. (Current, The Bank of Tokyo-Mitsubishi UFJ, Ltd.)May 2007

Senior Executive Officer, the Mitsubishi Bank, Ltd.

Jun. 2009

President, Marunouchi Yorozu Corporation
Outside Corporate Auditor, The NANTO BANK, LTD. (to present)

Jun. 2010

Executive Vice President, Mitsubishi UFJ Research and Consulting Co., Ltd.

Jun. 2012

Outside Corporate Auditor (Standing) of the Company (to present)* Mr. Akihito Minato is an Outside Corporate Auditor as defined in the Companies Act, Article 2, Item
16.
* Mr. Minato meets the requirements as an independent auditor stipulated by Tokyo Stock Exchange Inc.
and Osaka Securities Exchange Co., Ltd.
* There are no special interests between Mr. Minato and the Company.

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Masakazu Iwakura
December 2, 1962
Partner lawyer of Nishimura & Asahi LPC[Personal history]
Apr. 1987

Registered Daiichi Tokyo Bar Association
Joined Nishimura Law Office (later Nishimura & Asahi LPC)

Apr. 1992

Instructor at Rikkyo University

Sep. 1993

Worked at Debevoise & Plimpton LLP (New York)Feb. 1994

Admitted to the bar, New York State Bar Association

Aug. 1994

Worked at Arnold & Porter LLP (Washington D.C.)

Jan. 1996

Partner lawyer of Nishimura Law Office (later Nishimura & Asahi LPC) (to present)

Apr. 2004

Instructor at Law School of Hitotsubashi University (to present)

Apr. 2005

Instructor of Graduate School of Law, Kyoto University

Jun. 2005

Outside Auditor of Kakaku.com, Inc

Apr. 2006
Jun. 2006

Professor at Graduate School of International Corporate Strategy at Hitotsubashi
University (to present)
Outside Director of Fancl Corporation

Apr. 2007

Visiting Professor at Law School of Harvard University

Jan. 2008

Outside Corporate Auditor of Kakaku.com Financial, Inc.

Jun. 2009

Ourside Director of Kakaku.com, Inc

Mar. 2010

Outside Corporate Auditor of GMO Internet, Inc. (to present)

Jun. 2010

Outside Director of Nidec Corporation

Jun. 2011

Outside Corporate Auditor of Imperial Hotel, Ltd. (to present)

Jul. 2012

Outside Director of Cookpad Inc. (to present)* There are no special interests between Mr. Masakazu Iwakura and the Company.
* The Company has not executed a contract with the law office which Mr. Iwakura belongs making thelatter the Company's legal adviser.

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Saburo Horiuchi
January 14, 1945
Certified public accountant[Personal history]
Apr. 1969

Joined Shimada Accounting

Jan. 1971

Joined auditing firm Wako & Co.

Oct. 1972

Registered as a certified public accountant

May 1985

Memnber of Shinwa Auditing Firm (Current, KPMG AZSA LLC.)

May 1993

Partner of auditing firm Asahi Shinwa & Co. (Current, KPMG AZSA LLC.)

May 2001

Head Office Director, Asahi & Co. (Current, KPMG AZSA LLC.)

May 2003

Managing Director, Asahi & Co.

Jun. 2004

Retired at Asahi & Co.

Jun. 2004

Part time engagement, Finance & Accounting Div. of the Company

Nov. 2004

Outside Corporate Auditor of Sanei-International Co,. Ltd (to present)

Jul. 2006

Outside Director of Meiji Yasuda Life Insurance Company (to present)

Mar. 2007

Discharged part time engagement, Finance & Accounting Div. of the Company

Jun. 2010

Outside Corporate Auditor of Mitsubishi Logistics Corporation (to present)

Jun. 2011

Outside Corporate Auditor of TSI Holdings Co,. Ltd. (to present)* There are no special interests between Mr. Saburo Horiuchi and the Company.

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Appendix 3
Status of Major Shareholders of the Company

Name of Shareholders

Investment in the Company
Number of Shares Held
ThousandsharesPercentage ofShareholding

Japan Trustee Services Bank, Ltd. (Trust account)

77,291The Master Trust Bank of Japan, Ltd. (Trust account)

54,206

4.14

National Mutual Insurance Federation of Agricultural Cooperatives

33,961

2.59

Meiji Yasuda Life Insurance Company

31,018

2.37

SSBT OD05 OMNIBUS ACCOUNT – TREATY CLIENTS

24,768

1.89

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

24,651

1.88

Nippon Life Insurance Company

19,6881.50

Mitsubishi Heavy Industries, Ltd.

19,209

1.47

Japan Trustee Services Bank, Ltd. (Trust account 9)18,286

1.40

Mitsubishi Estate Co., Ltd

17,397

1.33

5.90%

Note: Percentages of shareholding were calculated after deducting treasury stock (4,170,327 shares).

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Appendix 4
Patterns Deemed Significantly Detrimental to medium-to-long-term shareholder value
(1)

(2)

(3)

(4)

(5)

(6)

(7)

The acquirer is a “greenmailer”: a person who has no interest in participating in the management of theCompany but acquires, or attempts to acquire, the Company’s shares with the aim of bidding up theirprice and causing persons related to the Company to purchase them at high prices.
The acquirer is judged to be acquiring the Company’s shares for the purpose of temporarily controllingthe management of the Company in order to acquire assets vital to the Company’s operations andtransfer them to the acquirer or the acquirer’s corporate group etc. Such assets may include, but are notlimited to, intellectual property, expertise, business secrets, and key business partners and/or customers.
The acquirer is judged to be acquiring the Company’s shares for the purpose of misusing the Company’s
or group companies’ assets as loan collateral or as settlement capital for the acquirer or the acquirer’sgroup etc. after taking control of the Company’s management.
The acquirer is judged to be acquiring the Company’s shares for the purpose of taking temporary controlof the Company’s management in order to dispose of high-priced assets such as real estate and securities
in which the Company or group companies are not currently involved, and use the income from thedisposal to distribute temporary high dividends, and/or to use the temporary high dividends to ramp theshare price and sell at a high profit.
The conditions proposed by the acquirer for the acquisition of the Company’s shares are significantly
insufficient or inadequate in view of the Company’s enterprise value. Such conditions may include, but
are not limited to, the type and amount of payment, the basis of calculation of the purchase price, otherspecific conditions (including the timing and method of acquisition), and questions about the legality orpracticality of the acquirer’s proposal.
The method of acquisition of the Company’s shares proposed by the acquirer is judged to restrict
shareholders’ opportunity and freedom to consider the proposal, and may therefore effectively constitutea coercive purchase. For example, the method may constitute a high-handed two-tier acquisition: at firstthe acquirer seeks to acquire only some of the Company’s shares, then sets disadvantageous conditions
for the acquire of a second tranche, or leaves the conditions unclear, then acquires the shares by means of
the tender offer.
The acquisition is judged to be extremely contrary to medium-to-long-term shareholder value because it
threatens to destroy relationships vital to the Company’s generation of enterprise value. Such
relationships include the Company’s relationships with shareholders, employees, business partners andthe people in the communities in which the Company’s production facilities are located.

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Appendix 5
Overview of the Allotment of the Share Options Without Contribution
1. Total Number of Share Options Allotted
The total number of share options allotted is the same as the final number of issued shares on a certain dateseparately determined by the Board of Directors (hereinafter referred to as “the allotment date”) in thedecision of the Board of Directors regarding the allotment of the share options without contribution(hereinafter referred to as “the allotment decision”). This number does not include treasury shares (shares
held by the Company).
2. Shareholders to Whom Share Options are Allotted
The share options are allotted without contribution (free of charge) to shareholders listed or registered in the
final shareholder registry on the allotment date, at a ratio of one share option per share in each shareholder’sholdings. Share options are not allotted for treasury shares.
3. Effective Date of the Allotment of the Share Options Without Contribution
The Board of Directors shall decide the effective date separately in the allotment decision.
4. Share Types and Number of Shares Targeted by the Share Options
The shares of the Company for which the share options are allotted are common shares in the Company. One
share option is allotted per share (this total number of shares for which share options are allotted is hereinafterreferred to as “the target number of shares”). In the event of a split or merger of the Company’s shares, theCompany shall make the appropriate adjustments.
5. Details and Prices of Assets Contributed in the Exercise of the Share Options
The subject of the contribution when exercising the share options is monies. The assets contributed when theshare options are exercised constitute an amount equal to or higher than ¥1 per common share of theCompany. This amount is separately determined in the allotment decision of the Board of Directors.
6. Restrictions on Transfer of the Share Options
Transfer of the share options requires the approval of the Board of Directors.
7. Conditions for Exercise of the Share Options
The following persons are prohibited from exercising the share options: 1) Special large-volume keepers1; 2)Joint keepers with special large-volume keepers2; 3) Special large-volume acquirers; 4) Special related
persons of special large-volume acquirers; 5) Persons receiving or inheriting the share options from 1) to 4)
without the consent of the Board of Directors; 6) Persons related to persons corresponding to those from 1) to
5)3. These persons are collectively hereinafter referred to as “ineligible persons.” Details regarding theconditions for exercise of the share options are determined separately in the allotment decision.
8. Acquisition of the Share Options by the Company

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On a date separately determined by the Board of Directors, the Company may acquire the share options heldby persons other than ineligible persons and exchange them for common shares in the Company of the target
number of shares for each share option. Details regarding the conditions for acquisition of the share options
are determined separately in the allotment decision.
9. Acquisition Without Contribution in the Event of Cancellation, etc. of Initiation of Countermeasures
If the Board of Directors decides to cancel or withdraw already initiated countermeasures, or in thosecircumustances set in the allotment decision, the Company may acquire all of the share options without
contribution.
10. Period of Exercise of the Share Options, etc.
The Board of Directors separately determines the period in which the share options can be exercised andother required items regarding the share options in the allotment decision.

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Notes
1. Persons who are keepers of shares of which the Company is the issuer and who hold 20% or more of said
shares, or persons deemed by the Board of Directors to be commensurate with the above. This provision does
not apply to persons whose acquisition or holding of the Company’s shares the Board of Directors deems not
to be detrimental to medium-to-long-term shareholder value, or to other persons separately determined in theallotment decision.
2. Persons who have given official notice of the acquisition (here and below, “acquisition” as defined in Article
27-2, Paragraph 1 of the Financial Instruments and Exchange Act) by means of the tender offer of shares ofwhich the Company is the issuer (here and below, “shares” as defined in Article 27-2, Paragraph 1 of the
Financial Instruments and Exchange Act) and whose holdings (including items commensurate with holdings
as defined in in Article 7, Paragraph 1 of the Enforcement Orders of the Financial Instruments and ExchangeAct) after the acquisition, together with the holdings of said persons’ special related persons, total 20% ormore of the total; or persons deemed by the Board of Directors to be commensurate with the above. This
provision does not apply to persons whose acquisition or holding of the Company’s shares the Board of
Directors deems not to be detrimental to medium-to-long-term shareholder value, or to other persons
separately determined in the allotment decision.
3. “Related persons” of certain persons refers to persons who effectively control said persons; are controlled bysaid persons or are jointly under the control of said persons (including persons deemed by the Board of
Directors to be commensurate with the above); or persons deemed by the Board of Directors to be acting inconcert with said persons. “Control” refers to “control of decisions on policy regarding finance andoperations” of other companies, etc. (as defined in Article 3, Paragraph 3 of the Enforcement Regulations of
the Companies Act).

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