Note: This document is a translation of the original Japanese version and provided for reference purposes only. The singular terms in this translation
shall be deemed to include the plural and vice versa. In the event of any discrepancy between the Japanese original and this English translation, theJapanese original shall prevail.

April 28, 2023
Company name: TODA CORPORATION
Stock exchange listing: Tokyo Prime
Code number: 1860
URL: https://www.toda.co.jp/
Representative: Seisuke Otani, President and Representative Director
Contact: Kaname Miwa, Corporate Officer General Manager, Financial & IR Division
Phone: 03-3535-1357

Partial Amendments to and Continuation of Policy Regarding a LargeScale Purchase of TODA CORPORATION’s Shares and Other Securities(Takeover Defense Measure)

TODA CORPORATION (hereinafter referred to as the “Company”) hereby announces that at theBoard of Directors Meeting of the Company held today, all 7 Directors, including 4 Independent Outside
Directors who account for the majority of Directors, voted in favor of the resolution to submit a proposal
for the continuation of the “Policy Regarding a Large-Scale Purchase of the Company’s Shares andOther Securities (Takeover Defense Measure)”, which expires at the conclusion of the 100th Ordinary
General Meeting of Shareholders of the Company to be held in June of this year (herein after referred
to as the “Ordinary General Meeting of Shareholders”).
The Company introduced, in accordance with the resolution at the 85th Ordinary General Meetingof Shareholders of the Company held on June 27, 2008, “a Policy Regarding a Large-Scale Purchase of
the Company’s Shares and Other Securities (Takeover Defense Measure)”. Thereafter, it has been
continued in accordance with the resolution of the recent 97th Ordinary General Meeting of
Shareholders of the Company held on June 25, 2020 (the current Takeover Defense Measure ishereinafter referred to as the “Original Plan”).
Even after the continuation of the Original Plan, the Company has been considering the appropriate
form of the policy, including the pros and cons of its continuation, from the perspective of maintaining
and enhancing the common interests of shareholders and corporate value, taking into account changes
in social and economic conditions, trends and various discussions surrounding takeover defense measure,and the intent of the Corporate Governance Code.
As a result, we have reached the conclusion that the measure is still necessary to ensure the interestsof all stakeholders, including our shareholders, customers, business partners, local communities, and1

employees, as well as to ensure the sustainable growth of the Company and to enhance its corporate
value over the medium to long term.

The Company has therefore decided to continue the OriginalPlan subject to approval by the Ordinary General Meeting of Shareholders, after making necessary
revisions (the post-continuation measure is hereinafter referred to as the “Plan”).
The effective period of the Plan is until the conclusion of Ordinary General Meeting of Shareholders
to be held in June 2026 (3 years).
Furthermore, 5 of the Company's Audit & Supervisory Board Members, including 4 Independent
Outside Audit & Supervisory Board Members, attended the meeting of the Board of Directors of theCompany at which the decision was made to continue the defense measure, and expressed the opinion
that as long as adequate operations are conducted in accordance with the Plan, it is considered to beappropriate countermeasures against a large-scale purchase of the Company’s shares and other securities.
The main points revised in the Plan are as follows:① In the event that the Company implements Countermeasures in accordance with the Plan, it ismandatory to hold a general meeting of shareholders to confirm shareholders’ intention, except
in cases where the Purchaser does not comply with the procedures stipulated in the Plan.
② Modifications have been made to the definition of a “Large-Scale Purchase” to which the Policy
applies.
③ We have developed the “Accreditation Criteria of Joint and Concerted Action” in Exhibit 4, as
the standard to be used when judging whether or not it falls under “Substantial Control” or “Joint
or Concerted Action”, which shall be the criteria for determining whether it falls under “LargeScale Purchase” or “Non-qualified Person”.
④ Unless otherwise requested by the Purchaser, the maximum period for the provision of
information shall be limited to 60 days from the date of receipt of the information list by the
Purchaser, and even if the necessary information is not fully available, we shall start the “Boardof Directors’ Evaluation Period” when the information provision period expires.
⑤ The composition of the Independent Committee has been changed from the current 3 members
to a 5-member committee consisting of 4 Outside Directors and 1 Outside Audit & Supervisory
Board Member.
⑥ Modifications have been made to the expression, including clarification of intentions.
Ⅰ．

Basic Policy of the Plan

1. Source of Our Corporate Value(1) Our Corporate Philosophy
Since our founding in 1881, we have been committed to creating products that satisfy ourcustomers, placing importance on trust and quality, adhering to sound management principles,and contributing to the development of society through our business activities.

This has been

our corporate philosophy, which we have consistently upheld.
In 2015, the Group developed a corporate philosophy system, including the “Global Vision”,
which was established as an expression of the Group's existence value in society and the image
it aspires to achieve.

TODA Group’s Global Vision is to be “a corporate group that realizes2

joy”, by creating “joy” for customers, employees, partner companies, and ultimately, society,and to continue growing by transforming it into confidence and pride.

By sharing this Vision

throughout the Group and achieving continuous evolution, we enhance the value of our Groupand contribute to the sustainable development of society.
(2) Initiatives to Enhance Corporate Value
In 2021, our Group formulated “Future Vision CX150”, which indicates the direction weare aiming to achieve in the next 10 years.

We are working together as a Group to contributeto the realization of a collaborative society through business development in the Smart
Innovation, Environmental & Energy, Business & Lifestyle, and Urban & Social
Infrastructure fields, as a “gatekeeper of value” that realizes unprecedented combinations of
information and functionality and creates new value.
① Our Business Portfolio
In addition to strengthening our core businesses of Architectural Construction, Civil
Engineering, and Strategy, we have identified the following 3 businesses as key
management priorities and are aiming to strengthen our business portfolio throughproactive involvement from top management for medium to long term growth.


New TODA BUILDING (headquarters):

The building is now being constructed

as a flagship of our technological strength - a smart building that makes full useof digital technology in addition to the highest level of safety and environmental
performance.
Construction to be completed in 2024.

Overseas business:

Expanding the construction and development business witha focus on the growing Southeast Asian market.


Renewable energy business:

Commercialization and deployment of our

proprietary hybrid spar-type floating offshore wind power generation facility.
② Financial Strategy
In order to realize medium to long term enhancement in corporate value, the Group
places importance on allocating management resources with full awareness of the cost ofcapital and return on capital.

In terms of capital management, the Group promotes

effective use of assets, reduction of cross shareholdings, and formation of intangible
assets, while paying attention to return on invested capital (ROIC).

We aim to achieve

our profitability target of a return on equity (ROE) of 8% or more, while being consciousof weighted average cost of capital (WACC) and shareholder returns.
In addition, to receive appropriate market valuations, we strive to improve our P/B
ratio by enhancing disclosure and engaging in constructive dialogue with ourshareholders.
③ Sustainable Management
Looking ahead to the year 2050, the Group has evaluated various social challenges
and business-related challenges based on 2 axes: impact on business and impact on3

stakeholders and has identified the following 5 key issues as the Toda Group's
Materialities.
(i)

Urban development that supports prosperous lifestyles(ii)

Infrastructure development in harmony with the environment(iii)

Realizing a carbon-free society(iv)

Innovating in technology and enhancing the value we provide(v)

Creating workplaces that are a joy to work in
Towards 2050 and beyond, the Group will contribute to the creation of a better

future society together with our stakeholders through our business activities.
④ Strengthening Corporate Governance
We have adopted an executive officer system to separate the decision-making andsupervisory roles of management (Directors) from the execution of business (Executive
Officers) and strive to enhance the functions of both supervision and execution by clearly
defining the scope of their respective roles and responsibilities.
Furthermore, in order to further enhance the supervisory function of the Board of
Directors, at the 99th Ordinary General Meeting of Shareholders held on June 29, 2022,
the Company reduced the number of Internal Directors by 5.

As a result, the Company

now has 7 Directors (including 4 Independent Outside Directors), with Independent
Outside Directors accounting for the majority of the Board of Directors.
⑤ Human Resource Strategy
Our Group believes that “human resources (employees and officers)” are the key toachieving our mission and business strategy.

Therefore, we position our humanresources strategy as an investment and have identified 5 areas for development, ie talentdevelopment, personnel system reform, work motivation improvement, diversity, andglobalization.

We are committed to strengthening our medium to long termcompetitiveness by fostering the next generation of management talent, development andsecuring global talent, acquiring external specialists in strategic and priority areas, andpromoting the penetration of diverse values.
As our brand slogan “Build the culture.

Creation from ideas, rooted in passion”

implies, we believe people are the most valued assets contributing to achieving objectives
and shall continue to pursue the effectiveness of our efforts towards human resources
development.
2. Basic Policy

In light of the fact that the source of our corporate value lies in the management resources that
our Group has cultivated over many years as described above, in case where there is a risk that thecorporate value of the Group or the common interests of shareholders may be impaired by a specificperson or group acquiring 20% or more of the total voting rights of the Company and on the grounds
that such specific person or group is inappropriate as a person controlling the Company's financial
4and business policy decisions, the Company's basic policy regarding the nature of person who
controls decisions on the Company's financial and business policy is that the Company may takereasonable measures to ensure and enhance the corporate value of the Group or the common
interests of shareholders (hereinafter referred to as "Countermeasures") to the extent permitted bylaw and the Articles of Incorporation.
The purpose of the Large-Scale Purchase rules in the Plan is to provide information toshareholders to help them determine whether or not to accept the Large-Scale Purchase (definedin II.2.(1)① below and hereinafter referred to as the same), to provide the opinion of the Boardof Directors of the Company, currently responsible for the management of the Company, to ensurethat shareholders have the opportunity to receive instructions on alternative proposals as well asother matters described in II.1. below. Currently, certain regulations have been established under
the Financial Instruments and Exchange Act to enable the provision of information and the
securing of a certain period for consideration during a takeover.

However, it is possible that theseregulations may not always be effective, as they may not apply to information provision andconsideration periods before the commencement of a public tender offer, or to accumulation ofshares in the market.

Therefore, we believe that the establishment of rules for the Large-Scale

Purchase is a prerequisite for shareholders and investors to make appropriate investment decisions,and that ensuring sufficient time will also be effective to engage in constructive dialogue with thePurchaser (defined in Section II.2.(1)①below and hereinafter referred to as the same) regarding
the enhancement of corporate value for the benefit of our shareholders.
Ⅱ． Efforts to Prevent Decisions on Our Financial and Business Policy from Being Controlled by
Inappropriate Individuals in Accordance with Our Basic Policy
１． Overview and Purpose of the Plan
The Board of Directors of the Company has decided to continue the Plan to clarify the rules thatthose who intend to commence a Large-Scale Purchase of the Company's shares and othersecurities must follow, and to secure the necessary and sufficient information, time, andopportunities for negotiation with those who intend to commence a Large-Scale Purchase, so that
our shareholders can make an appropriate decision.
As described below, the Plan establishes rules to be complied with by any person who intends
to commence a Large-Scale Purchase of the Company's shares and other securities, as well as
clarifies the possibility of damages to such person who intends to commence a Large-Scale
Purchase by the Company taking Countermeasures in certain cases.

By disclosing suchinformation in an appropriate manner, the Company warns any person who intends to commencea Large-Scale Purchase of the Company's shares and other securities that does not contribute to our
corporate value and the common interests of the shareholders.
In the Plan, in order to eliminate arbitrary judgments by the Board of Directors of the Company
when implementing Countermeasures, we shall establish the Independent Committee consisting
solely of Outside Directors, Outside Audit & Supervisory Board Members, or external experts(experienced corporate executives, former government officials, lawyers, certified public
accountants, scholars, or those with similar knowledge and experience) who are independent fromour management team executing business according to the Independent Committee Rules (please5refer to Exhibit 1 for the outline).

The Company shall give maximum respect to therecommendation of the Independent Committee and ensure transparency by providing timely
information disclosure to our shareholders and investors.

5 individuals listed in Exhibit 2 arescheduled to assume the positions of members of the Independent Committee at the time of thecontinuance of the Plan.
The status of our major shareholders as of March 31, 2023, is as indicated in Exhibit 3,“Shareholding of the Company’s Major Shareholders”, and as of the same date, Daiichi Shokusan,
the Company's largest shareholder, held 13.28% of the Company's shares.

Combining this withthe shares held by the directors of Daiichi Shokusan, their relatives and related corporations, theshareholding ratio of the so-called the founding family related shareholders was approximately
26%.

These shareholders have established a friendly relationship with the Company over many

years as the founding family related shareholders of the Company and are not subject to the Plan
at this time.

In addition, the founding family related shareholders may buy and sell the Company's

shares at their own discretion, but as long as the total percentage of the Company's shares held bythem is within the 28% range, they shall not be subject to the Plan as long as the friendly
relationship continues.

However, it is not certain that these shareholders will continue to hold theCompany's shares, and it cannot be denied that the ratio of the number of shares held may decreasein the future and the liquidity of the Company's shares may increase.
Under these circumstances, we believe that it would be difficult to respond appropriately fromthe perspective of enhancing corporate value without continuing with the measure outlined in thePlan, in the event of a Large-Scale Purchase that could potentially impair our corporate value andthe interests of shareholders.

As of today, the Company has not received any proposal from a

specific third party with respect to a Large-Scale Purchase of the Company's shares and othersecurities.
2． Details of the Plan
(1) Procedures Related to the Plan
① Large-Scale Purchase Subject to the Plan
The Plan applies to acts of purchasing the Company's shares and other securities or similaractions (except for those approved by the Board of Directors of the Company; hereinafterreferred to as “Large-Scale Purchase”) falling under (i) to (iii).

Any person who hascommenced or intends to commence a Large-Scale Purchase (hereinafter referred to as“Purchaser”) is requested to follow the procedures stipulated in advance in the Plan.
(i)1

Any purchase of shares and other securities1 issued by the Company that wouldThis refers to “stock certificates, etc.” as defined in Article 27-23, Paragraph 1 of the Financial Instruments and ExchangeAct, and the same shall apply hereinafter unless otherwise specified.

In addition, if there are any amendments (includingchanges in the name of the law or the establishment of new laws inheriting old laws, etc.) to the laws and regulations cited in
the Plan, each provision of the laws and regulations cited in the Plan shall be deemed to be rewritten to substantially inherit theprovisions of these laws and regulations after such amendments, except as separately specified by the Board of Directors of
the Company.

6

result in the holder2 holding where the proportion3 of shares and other securities
reaches 20% or more of the total number of shares issued by the Company.
With respect to shares and other securities4 issued by the Company, any tender(ii)

offer5 that would result in the total of the shareholding ratio6 of shares and othersecurities in the tender offer and the shareholding ratio of shares and other securitiesof persons in special relationship7 reaching 20% or more.
(iii)

Regardless of whether each act specified in (i) or (ii) above has been conducted,
any act that a specific shareholder of the Company engages in with othershareholder of the Company (including multiple shareholders, which shall be thesame in (iii) below) and that results in an agreement or other act whereby the othershareholder becomes joint owner with the specific shareholder, or an act
establishing a relationship8 in which one of the parties substantially controls the2This refers to the holders as defined in Article 27-23, Paragraph 1 of the Financial Instruments and Exchange Act, including

those included in the holders based on Paragraph 3 of the same article.
3

This refers to the “shareholding ratio of stock certificates, etc.” as defined in Article 27-23, Paragraph 4 of the Financial

Instruments and Exchange Act. The same shall apply hereinafter, however, for the calculation of such shareholding ratio, any
person who (i) is a specially related party as defined in Article 27-2, Paragraph 7, (ii) is an investment bank, securities company,or other financial institution that has entered into a financial advisory agreement with the specific shareholder, or is a publictender offer agent or lead underwriter securities company of the specific shareholder (hereinafter referred to as “Contracted
Financial Institutions”), lawyers, accountants, or other advisors, and (iii) has acquired the Company's stock certificates, etc.
from a person falling under (i) and (ii) through off-market transactions or through transactions on the Tokyo Stock Exchange
market outside regular trading hours (ToSTNeT-1), shall be deemed to be a joint holder of the specific shareholder in the Plan
(meaning joint holder as defined in Article 27-23, Paragraph 5 of the Financial Instruments and Exchange Act, including thoserecognized by the Board of Directors of the Company as joint holders based on Paragraph 6 of the same article, and the same
shall apply hereinafter).

The total number of our issued shares, for the purpose of calculating the shareholding ratio of stock

certificates, etc., shall be based on the most recent information disclosed by the Company.
4

The term shall mean “stock certificates, etc” as defined in Article 27-2, Paragraph 1 of the Financial Instruments andExchange Act. The same shall apply hereinafter in (ii).
5This is defined in Article 27-2, Paragraph 6 of the Financial Instruments and Exchange Act and the same shall apply

hereinafter.
6

The term shall mean “percentage of shares, etc held” as defined in Article 27-2, Paragraph 8 of the Financial Instruments andExchange Act. The same shall apply hereinafter.
7

The term shall mean the parties in special relationship as defined in Article 27-2, Paragraph 7 of the Financial Instruments

and Exchange Act.

However, with respect to the persons listed in Item 1 of the same paragraph, those specified in Article 3,

Paragraph 2 of the Cabinet Office Ordinance on Disclosure of Tender Offers for Shares, etc., by Entities Other than Issuers
shall be excluded.

In addition, (i) Joint Owners and (ii) Contracted Financial Institutions shall be deemed as Parties in Special

Relationship of the relevant Specific Shareholder in the Plan. The same shall apply hereinafter unless otherwise specified.
8

The determination of whether “one of the parties substantially controls the other or they act jointly or in concerted with eachother” has been established between a specific shareholder and any other shareholders shall be made in accordance with thecriteria set forth in Exhibit 4.

Please note that the criteria set forth in Exhibit 4 may be amended to a reasonable extent fromtime to time by resolution of the Independent Committee based on amendments to laws and regulations, trends in court
precedents, etc., and we shall promptly disclose any such amendments.

7

other or they act jointly or in concerted with each other9.

(However, this is limited

to cases where the total ownership percentage of the specific shareholder and theother shareholder in the Company's shares and other securities for which theCompany is the issuer is 20% or more.)② Prior Submission of the “Statement of Intent” to the Company
Prior to the execution of a Large-Scale Purchase, the Purchaser shall submit to the Boardof Directors of the Company a document (hereinafter referred to as the “Statement ofIntent”) in Japanese in a format prescribed by the Company, which includes a written pledge
to the effect that the Purchaser shall comply with the procedures stipulated in the Plan in
the event of the Large-Scale Purchase.
Specifically, the “Statement of Intent” shall include the following items.
(i)Overview of the Purchaser(a) Name or company name, and address, or location,(b) Title and name of the representative(c) Purpose and business of the company(d) Overview of major shareholders or major investors (top 10 in terms ofownership of shares or investment ratio)(e) Contact information in Japan(f) Governing law of establishment(ii)

The number of shares and other securities of the Company currently held by the
Purchaser, and the Purchaser’s trading status of the Company’s shares and othersecurities during the 60 days prior to the submission of the Statement of Intent.

(iii)

Overview of the Large-Scale Purchase intended by the Purchaser (including thetype and number of the Company's shares and other securities that the Purchaserplans to acquire through the Large-Scale Purchase, as well as the purpose of theLarge-Scale Purchase).

(If there is any purpose such as acquisition of control orparticipation in management, net investment, or policy investment, transfer of theCompany's shares and other securities to a third party after the Large-Scale
Purchase, or any other purpose such as an act of making a material proposal10, a
statement to that effect and details thereof.

If there are multiple purposes, please

specify all of them.)

9

The determination of whether or not the prescribed action in (iii) above has been taken shall be made by the Board of

Directors of the Company in a reasonable manner based on the recommendation of the Independent Committee. The Boardof Directors may request the Company's shareholders to provide necessary information to the extent necessary for thedetermination of whether or not the prescribed requirements in (iii) above are met.
10

This refers to the 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 Status of Large Holdings of Stock Certificates, etc. Unless otherwise specified,
the same shall apply hereinafter.

8

③ Provision of the “Necessary Information”
After the submission of the “Statement of Intent” described in item ② above, thePurchaser shall be requested to provide the Company with the information necessary andsufficient for the shareholders and investors to make a judgment on the Large-scale Purchaseand for the Board of Directors of the Company to evaluate and consider the same (the“Necessary Information”) in Japanese in accordance with the following procedures.
Firstly, within 10 business days11 (not counting the first day) from the submission dateof the “Statement of Intent”, we shall send a “List of Information” specifying the informationthat should be initially provided to the contact point in Japan indicated in item ②(i)(e).
The Purchaser is requested to submit sufficient information to us in accordance with the“List of Information”.
If the information provided by the Purchaser in accordance with the “List of Information”
is reasonably deemed insufficient by the Board of Directors of the Company for the judgmentof shareholders and investors and for the evaluation and consideration of the Board of
Directors of the Company in relation to the nature and manner of the Large-Scale Purchase,the Board of Directors of the Company shall request the Purchaser to provide additional
information separately requested by the Board of Directors.

Please note that requests for

additional Necessary Information can be repeated until the Board of Directors of theCompany acknowledges that information has been sufficiently provided, but the final
deadline for response shall not exceed 60 days from the date the Purchaser received the Listof Information, even if the Board of Directors of the Company does not acknowledge thatsufficient information has been provided.

(However, the Necessary Information provisionperiod may be extended to the extent necessary upon request by the Purchaser.

Hereinafterreferred to as the “Necessary Information Provision Period”).
In addition, regardless of the nature and manner of the Large-Scale Purchase,information related to each of the following items shall in principle be included as part of
the “List of Information”.
(i)

Details (including history, specific names, addresses, governing law ofestablishment, capital structure, business content, financial information,
information on the applicability of being a “foreign investor” as defined in Article
26, Paragraph 1 of the Foreign Exchange and Foreign Trade Act (hereinafterreferred to as the “Foreign Exchange Act”) and its basis, as well as the names andcareer histories of directors) of the Purchaser and its group (including major
shareholders or investors, important subsidiaries and affiliated companies, joint
owners, persons in special relationship, and in the case of a fund, each member ofassociation, investor, and other constituent members and individuals who provide
continuous advice on investments.

11

The same shall apply hereinafter.).

The business day means a day other than those listed in each item of Article 1, Paragraph 1 of the Law Concerning Holidaysof Administrative Agencies.

The same shall apply hereinafter.

9

(ii)

The purpose of the Large-Scale Purchase (details of the purpose disclosed in the“Statement of Intent”), methods and contents (whether there is an intention toparticipate in management, the type and amount of consideration for the LargeScale Purchase, the timing of the Large-Scale Purchase, the structure of relatedtransactions, the number of shares and other securities to be purchased, theownership percentage of shares and other securities after the acquisition, thelegality of the method of the Large-Scale Purchase, the policy of holding theCompany’s shares and other securities after the Large-Scale Purchase, and if there
is a possibility that the Company’s shares and other securities will be delisted after
the Large-Scale Purchase, a statement to that effect and the reasons thereof).

(iii)

The basis for calculating the consideration for the Large-Scale Purchase (including
underlying facts for the calculation, the method of calculation, numericalinformation used for the calculation, the amount of synergy expected to arise fromthe series of transactions related to the Large-Scale Purchase and the basis for suchcalculation, the name of the calculating agency, an outline of their opinion, and theprocess that led to the determination of the amount of consideration based on theiropinion).

(iv)

The funding support for the Large-Scale Purchase (including the specific names ofthe fund providers (including substantial providers), the funding method and thedetails of related transactions).

(v)

Whether there exists any communication of intention with a third party inconnection with the Large-Scale Purchase, and if there exists such communication,
the specific manner and content thereof as well as an outline of such third party
involved (including communication regarding the intention to engage in material(vi)

proposals towards the Company. The same shall apply hereinafter).
If there are any loan agreements, collateral agreements, buy-back agreements,
options or other significant contracts or arrangements related to the Company’s
shares and other securities already held by the Purchaser and its group (hereinafterreferred to as “Collateral Agreements”), specific details of the Collateral
Agreements including the type of agreement, counterparty to the agreement, andthe quantity of shares and other securities subject to the agreement.

(vii)

If there are plans for the Purchaser involved in the Large-Scale Purchase to enter
into Collateral Agreements or other agreements with third party regarding theacquisition of the Company's shares and other securities, the specific details of suchagreements, including the type of agreement, the counterparty to the agreement,
and the quantity of the Company's shares and other securities subject to theagreement.

(viii)The intended management policy, business plan, capital policy, and dividend
policy of the Company and the Group after the Large-Scale Purchase.

(ix)

Policy regarding the treatment and other matters of the Company’s officers,
employees, labor union, business partners, customers, as well as the local
10

governments and other stakeholders related to the Company and the Group after
the Large-Scale Purchase.
(x)Specific measures to avoid conflicts of interest with other shareholders of theCompany.

The Board of Directors of the Company shall promptly disclose any proposal for a LargeScale Purchase or the like made by the Purchaser and shall appropriately disclose the outlineof such proposal, the outline of the Necessary Information, and other information deemednecessary for the judgment of our shareholders and investors if any.
In addition, if the Board of Directors of the Company or the Independent Committee
determines that the Necessary Information has been provided (even if some of the requested
information has not been submitted, we may deem that the provision of the Necessary
Information is complete if we determine that a reasonable explanation has been provided forthe non-submission of the information), or if the Necessary Information Provision Period
has expired, the Company shall promptly disclose this fact in accordance with applicablelaws and regulations.

Please note that the Board of Directors’ Evaluation Period (asdefined in ④ below) shall start from the day after the date of such disclosure.
④ Establishment of the Board of Directors’ Evaluation Period
The Board of Directors of the Company may, depending on the degree of difficulty of theevaluation of the Large-Scale Purchase, set the following (i) or (ii) period (in either case, theperiod shall be counted from the day following the day on which the Company discloses thatthe Board of Directors of the Company or the Independent Committee has determined thatthe provision of the Necessary Information has been completed, or that the period forproviding the Necessary Information has expired) to evaluate, consider, negotiate, form an
opinion, and develop an alternative proposal (hereinafter referred to as the “Board of
Directors’ Evaluation Period”) and promptly disclose such information.
(i)

In the case of a public tender offer targeting all of the Company's shares and othersecurities that only accepts cash (yen currency), the maximum period shall be 60

(ii)

days.
In the case of other Large-Scale Purchase, the maximum period shall be 90 days.

However, in both (i) or (ii) above, the Board of Directors’ Evaluation Period may be
extended only if the Board of Directors and the Independent Committee reasonably
determine that it is insufficient for evaluation and consideration, and in such case, thespecific extension period and the reason for the extension period shall be notified to thePurchaser and disclosed to our shareholders and investors.

The extension period shall not

exceed 30 days.
During the Board of Directors’ Evaluation Period, the Board of Directors of the Company
shall thoroughly evaluate and consider the Necessary Information provided by the Purchaser,
while seeking advice from external experts as necessary and appropriate, and shall conduct11

a review of the details of the Large-Scale Purchase proposed by the Purchaser from theperspective securing and enhancing our corporate value and the common interests ofshareholders.

Through such review, the Board of Directors of the Company shall carefully

formulate its opinion as the Board of Directors of the Company regarding the Large-Scale
Purchase and notify the Purchaser, while disclosing such information in a timely andappropriate manner to our shareholders and investors.

Furthermore, if necessary, the Boardof Directors of the Company may also negotiate with the Purchaser on the terms andconditions and methods of the Large-Scale Purchase and may also present an alternative
proposal as the Board of Directors of the Company to our shareholders and investors.
Upon receipt of the Statement of Intent and the Necessary Information from the Purchaser,
the Board of Directors of the Company shall, at the same time as the commencement of theBoard of Directors’ Evaluation Period, consult with the Independent Committee on whether
or not to implement any Countermeasures.

At that time, all information submitted by the

Purchaser shall be provided to the Independent Committee.
⑤ Recommendation of the Independent Committee regarding the Implementation ofCountermeasures
During the Board of Directors’ Evaluation Period, the Independent Committee shall, inparallel with the evaluation, consideration, negotiation, opinion formation, and alternative
proposal development carried out by the Board of Directors of the Company as described in④ above, make a recommendation to the Board of Directors of the Company regarding theappropriateness of the implementation of Countermeasures in accordance with the following
procedures.

In such a case, in order to ensure that the judgment of the Independent

Committee is made in a manner that contributes to securing and enhancing our corporate
value and the common interests of shareholders, the Independent Committee may, at theCompany’s expense, obtain advice from external experts (including investment banks,
securities companies, financial advisors, certified public accountants, lawyers, consultants,
and other experts) independent of the management team that executes the Company’sbusiness.

In the event that the Independent Committee makes a recommendation to theBoard of Directors of the Company as defined in (i) or (ii) below, the Board of Directors of
the Company shall promptly disclose the fact and summary of such recommendation as wellas any other matters deemed appropriate by the Board of Directors of the Company.
(i)

If the Purchaser does not comply with the procedures stipulated in the Plan
In the event that the Purchaser fails to comply with the procedures stipulated in thePlan, the Independent Committee shall, in principle, recommend the implementation ofCountermeasures to the Board of Directors of the Company.

(ii)

If the Purchaser complies with the procedures stipulated in the Plan
In the event that the Purchaser complies with the procedures stipulated in the Plan, theIndependent Committee shall, in principle, recommend the non-implementation ofCountermeasures to the Board of Directors of the Company.
12However, even if the procedures stipulated in the Plan are complied with, theIndependent Committee may recommend the implementation of Countermeasures as an
exceptional measure if the acquisition is deemed to fall under any of the types listed in
Exhibit 5, and if the acquisition is deemed to be significantly damaging to our corporate
value and the common interests of shareholders and it is deemed appropriate toimplement Countermeasures.
In the event that the Independent Committee recommends the implementation ofCountermeasure as an exceptional measure based on (ii), the recommendation must be
accompanied by a reservation to the effect that the shareholders' intention with respect
to the implementation of Countermeasure should be confirmed in advance.

This isbased on the belief that the implementation of Countermeasures should ultimately relyon the reasonable intention of shareholders (the principle of shareholders' intention) after
going through the judgment of the Independent Committee, since the implementation ofCountermeasures involves a change in control of the Company.
⑥ Resolution of the Board of Directors of the Company, Confirmation of Shareholders’Intention
The Board of Directors of the Company shall fully respect the recommendation of the
Independent Committee stipulated in ⑤ above, and shall promptly pass a resolution
regarding whether or not to implement Countermeasures based on the perspective ofensuring and enhancing our corporate value and the common interests of shareholders,taking into account the recommendation.
In the event that the Independent Committee, in recommending the implementation ofCountermeasures, includes a reservation to the effect that the shareholders’ intention withrespect to the implementation of Countermeasure should be confirmed in advance, theCompany shall convene a general meeting of shareholders (hereinafter referred to as the“Shareholders' Intention Confirmation Meeting”) within the shortest practicable time andsubmit a proposal for implementation of Countermeasures.

In this case, the Board of

Directors of the Company shall disclose details in accordance with applicable laws andregulations, such as the scope of shareholders who are entitled to exercise the voting rights,
the record date for exercising the rights, and the date and time of such Shareholders'
Intention Confirmation Meeting.

A resolution of the Shareholders' Intention

Confirmation Meeting shall be adopted a majority of the voting rights of the shareholders
present at the Shareholders' Intention Confirmation Meeting who are entitled to exercise
their voting rights.

The Shareholders' Intention Confirmation Meeting may be held inconjunction with an Ordinary General Meeting of Shareholders or an Extraordinary
General Meeting of Shareholders.

If the Board of Directors of the Company decides toconvene a Shareholders' Intention Confirmation Meeting, the Board of Directors’
Evaluation Period shall end at that time.

If a proposal for implementation ofCountermeasures is approved at such Shareholders' Intention Confirmation Meeting, theBoard of Directors of the Company shall pass a resolution regarding the Countermeasures
to be implemented in accordance with the decision of the Shareholders' Intention
13Confirmation Meeting and take necessary procedures.

On the other hand, if a proposal

for implementation of Countermeasures is rejected at the Shareholders' Intention
Confirmation Meeting, the Board of Directors of the Company shall pass a resolution not
to implement Countermeasures.
In the event that the Board of Directors the Company passes a resolution as describedabove, regardless of whether the content of such resolution is the implementation or nonimplementation of Countermeasures, we shall promptly disclose information regarding thesummary of the resolution and other matters that the Board of Directors of the Company
and the Independent Committee determine to be appropriate.
⑦ Suspension of Countermeasures or Cessation of Implementation
Even after the Board of Directors of the Company has resolved to implement
Countermeasures in accordance with the procedures described in ⑥ above, or after the
implementation of such Countermeasures, the Board of Directors of the Company shallpass a resolution to suspend the Countermeasures or cease the implementation if (i) the
Purchaser ceases the Large-Scale Purchase or (ii) there is a change in the factual
circumstances that formed the basis for the decision whether or not to implement
Countermeasures and it is deemed inappropriate to implement or maintain theCountermeasures from the perspective of securing and enhancing our corporate value andthe common interests of shareholders.
In addition, even if the procedures for convening the Shareholders' Intention
Confirmation Meeting have been initiated, if the Board of Directors of the Company
subsequently resolves not to implement Countermeasures, or if the Purchaser fails tocomply with the procedures stipulated in the Plan and it is determined by the Board of
Directors of the Company that it is appropriate to pass a resolution to implement
Countermeasures, the Company may pass a resolution to cancel the procedures forconvening the Shareholders' Intention Confirmation Meeting.
In the event that the Board of Directors of the Company passes such a resolution, theCompany shall promptly disclose information regarding the summary of the resolution andany other matters that the Board of Directors of the Company deems appropriate.
⑧ Commencement of the Large-Scale Purchase
The Purchaser shall comply with the procedures stipulated in the Plan and may notcommence the Large-Scale Purchases until the Board of Directors has resolved to
implement or not implement Countermeasures.
(2) Specific Details of Countermeasures under the Plan
The Countermeasures to be taken by the Company pursuant to the resolution described in(1)⑥ above shall be the allotments of new share subscription rights without consideration(hereinafter referred to as the “ New Share Subscription Rights").
The outline of the allotments of New Share Subscription Rights without consideration is as
described in Exhibit 6 “Outline of Allotments of New Share Subscription Rights Without
14

Consideration”.
Even after the Board of Directors of the Company has resolved to implement
Countermeasures, or after the implementation of such Countermeasures, as stated in (1)⑦
above, the Board of Directors of the Company may decide to suspend the Countermeasures orto cease the implementation of Countermeasures.

For example, in the event that the Boardof Directors of the Company resolves to allot the New Share Subscription Rights without
consideration as Countermeasures, and if the Purchaser discontinues the Large-Scale Purchaseand that the Board of Directors of the Company passes a resolution as described in (1)⑦
above, the Company may suspend the implementation of Countermeasures by such means as
suspending the allotments of New Share Subscription Rights without consideration until the
day before the ex-rights date pertaining to the record date set for the allotments of New Share
Subscription Rights without consideration and acquiring the New Share Subscription Rights
without consideration on or after the effective date of the allotments of New Share
Subscription Rights without consideration until the day before the commencement date of theexercise period of the New Share Subscription Rights.
(3)

Effective Period, Abolition and Modification of the Plan
The effective period of the Plan, if approved at the Ordinary General Meeting of
Shareholders, shall be from the time of resolution of such approval until the conclusion of
Ordinary General Meeting of Shareholders to be held in June 2026.
However, even before the expiration of such effective period, if a resolution is passed at a
General Meeting of Shareholders of the Company based on a proposal by the Company tomodify or abolish the Plan, the Plan shall be modified or abolished in accordance with such
resolution at that time.

In addition, if the Board of Directors consisting of Directors elected

at a General Meeting of Shareholders of the Company passes a resolution to abolish the Plan,the Plan shall be abolished at that time.
Furthermore, the Board of Directors the Company may modify or change the Plan upon
approval of the Independent Committee if it determines that formal amendments are necessary
due to changes in the Companies Act, the Financial Instruments and Exchange Act, other laws
and regulations, or the rules of financial instruments exchanges, or changes in theinterpretation or operation thereof, or changes in the tax system, court precedents, or othermatters.
In the event that the Plan is abolished, or if any changes are made to the Plan that would
have a substantial impact on our shareholders, the Company shall disclose information
regarding the fact of such abolition or changes, and (in the case of changes) the details of suchchanges and any other matters deemed appropriate by the Board of Directors of the Company.
3． Rationale for the Plan
(1)

All Requirements of Guidelines Related to Takeover Defense Measures are Fully Satisfied
The Plan satisfies all 3 principles (the principle of securing and enhancing corporate value
and common interests of shareholders, the principle of prior disclosure and respect forshareholders’ intention, and the principle of ensuring necessity and appropriateness) specified15

in the “Guidelines Concerning Takeover Measures for Ensuring Corporate Value andCommon Interests of Shareholders” released by the Ministry of Economy, Trade and Industry
and the Ministry of Justice on May 27, 2005.

In addition, the Plan takes into account the“Takeover Defense Measures in Light of Recent Environmental Changes” released on June20, 2008, by the Corporate Value Study Group.

Furthermore, taking into account thediscussions on takeover defense measures such as the “Principle 1-5. so-called Takeover
Defense Measures” in the “Corporate Governance Code” introduced by the Tokyo Stock
Exchange on June 1, 2015, revised on June 1, 2018, and on June 11, 2021, respectively, thePlan has been comprehensively reviewed, including transparency and its impact on the market,
and as a result, the Company has concluded that it is the best option to continue the Plan for
the takeover defense measures.
(2) Introduced with the Purpose of Securing and Enhancing Our Corporate Value and the Common
Interests of Shareholders
As described in 1. above, the Plan has been introduced for the purpose of securing andenhancing our corporate value and the common interests of shareholders by enabling ourshareholders to decide whether or not to accept a Large-scale Purchase of the Company's
shares and other securities, or to secure the information and period necessary for the Boardof Directors of the Company to present an alternative proposal, or to negotiate with thePurchaser on behalf of the shareholders at the time a Large-scale Purchase is made.
(3) Placing Great Importance to the Intention of Our Shareholders
The continuation of the Plan is subject to approval by our shareholders at the Ordinary
General Meeting of Shareholders.

As stated in 2.(3) above, even after the approval at theOrdinary General Meeting of Shareholders, if a resolution to amend or abolish the Plan ispassed at a subsequent General Meeting of Shareholders based on the Company's proposal,
the Plan shall be amended or abolished in accordance with such resolution.

Therefore, thecontinuation of the Plan depends on a mechanism that adequately reflects the intention of ourshareholders.

In addition, if the Purchaser complies with the procedures stipulated in thePlan, a Shareholders' Intention Confirmation Meeting shall always be held regarding thedecision to implement Countermeasures.
Thus, the Plan is designed to place maximum importance on the intention of ourshareholders.
(4) Emphasis on Independent External Judgement and Information Disclosure
The Board of Directors of the Company is composed of a majority of the Independent
Outside Directors who are independent of the management team that executes the Company’sbusiness operations, and in addition, to eliminate arbitrary judgment by the Board of Directorsof the Company in the Plan, we have established the Independent Committee as an advisory
body to the Board of Directors of the Company to objectively make resolutions andrecommendations regarding the operation of the Plan, including the implementation of16

Countermeasures.
The Independent Committee shall be composed of 3 or more members who are independentof our management team that executes the Company’s business operations and selected fromour Outside Directors, Outside Audit & Supervisory Board Members, or external experts(experienced corporate executives, government officials, lawyers, certified public
accountants, or those with similar knowledge and experience).
In addition, the Company shall disclose to our shareholders and investors as needed
regarding an outline of the Independent Committee's decision, thereby securing amechanism to ensure transparent operation of the Plan so as to contribute to our corporate
value and the common interests of shareholders.
(5) Establishing Reasonable and Objective Implementation Requirements
As described in 2.(1) above, the Plan is designed so that it shall not be implemented unlessreasonable and objective implementation requirements are met, thereby ensuring amechanism to prevent arbitrary implementation by the Board of Directors of the Company.
(6) Not a Dead-Hand or Slow-Hand Takeover Defense Measure
As stated in 2.(3) above, the Plan may be abolished at any time by the Board of Directorsof the Company composed of Directors elected at a General Meeting of Shareholders of theCompany.

Therefore, the Plan is not a dead-hand takeover defense measure (a takeover

defense measure in which even if a majority of the Board of Directors are replaced, theimplementation of the measure cannot be stopped).
Also, as we do not adopt a staggered term system for our Directors, the Plan is not a slow
hand takeover defense measure (a takeover defense measure that requires time to prevent theimplementation due to the inability to replace the Board of Directors all at once).
4． Impact on Our Shareholders and Investors(1) Impact on Our Shareholders and Investors Upon Continuation of the Plan
The issuance of the New Share Subscription Rights itself shall not take place at the time of
the continuation of the Plan.

Therefore, there will be no direct and specific impact on thelegal rights and economic benefits pertaining to the Company’s shares held by ourshareholders at the time of the continuation of the Plan.
However, as stated in 2.(1) above, our response to the tender offer may differ depending onwhether the Purchaser complies with the Plan or not, so our shareholders and investors arekindly requested to pay attention to the movements of the Purchaser.
(2) Impact on Our Shareholders and Investors Upon Allotments of New Share Subscription Rights
Without Consideration
In the event that the Board of Directors of the Company decides to implement
Countermeasures and allot the New Share Subscription Rights without contribution, allshareholders recorded on the shareholder registry on a certain date separately determined by17

the Board of Directors of the Company (hereinafter referred to as the “Allotments Date”) shallbe granted the New Share Subscription Rights without contribution, with a maximum limitof one New Share Subscription Right per share of stock owned.

Under this arrangement,even at the time of the allotments of New Share Subscription Rights without consideration,although the value per share of the Company's stock held by the shareholders will be diluted,
the value of the Company's stock held by the shareholders as a whole will not be diluted, andwe do not anticipate any direct and specific impact on the legal rights and economic benefits
pertaining to the Company's stock held by our shareholders.
However, for Non-qualified Person (as defined in 7. of Exhibit 6 “The Outline of the
Allotments of New Share Subscription Rights Without Consideration” and hereinafterreferred to as the same), the implementation of the Countermeasures may result in some
impact on the legal rights or economic benefits.
Even if the Board of Directors of the Company resolves to implement the allotments of
New Share Subscription Rights without consideration, the stock price of the Company may
experience fluctuations if the Board of Directors of the Company decides to suspend or cease
implementation of Countermeasures in accordance with the procedures described in 2. (1)⑦
above.

For example, please note that if, after the shareholders who are to receive theallotments of New Share Subscription Rights without consideration are determined, theCompany implements the suspension of implementation of Countermeasures and does notacquire these New Share Subscription Rights without consideration and deliver new shares,
the economic value per share of the Company's stock held by the shareholders will not be
diluted, and the shareholders and investors who traded on the assumption that the economic
value per share of the Company's stock would be diluted may suffer damages due tofluctuations in stock prices.
Additionally, in the event that discriminatory conditions are attached to the exercise or
acquisition of the New Share Subscription Rights, it is assumed that the legal rights andeconomic benefits of the Non-qualified Person shall be impacted upon such exercise or
acquisition.

Nevertheless, even in this case, it is not assumed that there will be any direct

and specific impact on the legal rights and economic benefits related to the Company’s stocks
held by the shareholders other than Non-qualified Person.
(3) Procedures Necessary for Our Shareholders in Relation to the Allotments of New Share
Subscription Rights Without Consideration
The shareholders recorded on the final shareholder register on the Allotments Date of the
New Share Subscription Rights shall automatically become holders of such new sharesubscription rights on the effective date of the allotments, and therefore no application
procedure is required.
Furthermore, if the Company takes procedures for the new share subscription rights withan acquisition clause, all shareholders except for Non-qualified Person shall receive theCompany’s shares as consideration for the acquisition of new share subscription rights by theCompany without paying cash equivalent to the exercise price of the new share subscription
rights, and thus shall not be required to make any payment or take any other procedures related18

to such new share subscription rights.
In addition to the above, details of the method of allotments, method of exercise, methodof acquisition by the Company, and method of delivery of shares and other matters shall be
disclosed or notified in a timely and appropriate manner after the resolution of the Board of
Directors of the Company regarding the allotments of the New Share Subscription Rights
without consideration, in accordance with applicable laws and regulations and financial
instruments exchange rules regarding details of the procedures.

Please refer to the contentsof such disclosure or notice.

END

19

Exhibit 1
Outline of the Independent Committee Rules
1.

The Independent Committee shall be established as an advisory body to the Board of Directors of
the Company in order to eliminate arbitrary judgment by the Board regarding the implementationof Countermeasures against a Large-Scale Purchase and other actions and to ensure the objectivity
and reasonableness of the Board of Director of the Company's judgment and response, pursuant toa resolution of the Board of Directors of the Company.

2.

The members of the Independent Committee (hereinafter referred to as the “Independent
Committee Members”) shall be at least 3 persons who are independent of our management teamexecuting business, and shall be selected in accordance with a resolution of the Board of Directorsof the Company from among (1) Outside Directors of the Company, (2) Outside Audit &Supervisory Board Members, or (3) external experts (experienced corporate executives, former
government officials, lawyers, certified public accountants, scholars, or those with similar
knowledge and experience) who meet any of the above criteria.

The Company shall enter into acontract with the Independent Committee Member, which includes provisions regarding the dutyof care and confidentiality.
3.

The term of the Independent Committee Member shall expire on the date of the conclusion of
Ordinary General Meeting of Shareholders of the Company related to the last fiscal year ending
within 3 years from the time of election, or on the date separately agreed upon between the relevant
Independent Committee Member and the Company.

However, this shall not apply if otherwise

determined by a resolution of the Board of Directors of the Company.
4.

The Independent Committee shall be convened by the Company's Representative Director or each
Independent Committee Member.

5.

The chairperson of the Independent Committee shall be selected through mutual vote of each
Independent Committee Member.

6.

Resolutions of the Independent Committee shall, in principle, be adopted by a majority of the
Independent Committee Members present at a meeting where all the Independent Members arepresent.

However, in case of accidents or other special reasons involving any of the Independent

Committee Members, resolutions of the Independent Committee shall be adopted by a majority of
the Independent Committee Members present at a meeting where a majority of the Independent
Committee Members are present.
7.

The Independent Committee shall deliberate and resolve on the matters listed in each of thefollowing items and shall make recommendations to the Board of Directors of the Company on thecontent of such resolutions, along with the reasons thereof.
(1) Whether or not to implement Countermeasures in relation to the Plan (including whether or not20

to obtain prior confirmation of the intention of shareholders with respect to implementation).
(2) Cessation of Countermeasures or suspension of implementation in relation to the Plan.
(3) Abolition and amendment of the Plan.
(4) Any other matters that the Board of Directors of the Company may voluntarily consult with
the Independent Committee in relation to the Plan.
Each Independent Committee Member shall deliberate and make resolutions at the Independent
Committee solely from the perspective of whether or not they contribute to the corporate valueof the Group and the common interests of shareholders and shall not seek to make personal
profit for themselves or the management of the Company.
8.

The Independent Committee may, as necessary, request the attendance of the Company’s Directors,
Audit & Supervisory Board Members, or employees, or any other persons it deems necessary, toprovide opinions or explanations regarding matters requested by the Independent Committee.

9.

In performing its duties, the Independent Committee may, at the Company’s expense, obtain advice
from external experts (including investment banks, securities companies, financial advisors,certified public accountants, lawyers, consultants, and other experts), who are independent of the
management team that executes the Company’s business.
END

21

Exhibit 2

Biographies of the Independent Committee Members
Shunsuke Amiya
July

1998

Board Member, NIPPON TELEGRAPH AND TELEPHONECORPORATION

July

1999

Senior Vice President, NTT Communications Corporation

June

2002

Executive Vice President, NTT Communications Corporation

June

2004

Senior Executive Vice President, NTT COMWARE Corporation

June

2008

Full-time Audit & Supervisory Board Member, NIPPON TELEGRAPH AND
TELEPHONE CORPORATION

June

2012

Chairman, Information and Telecommunication Equipment Constructor’s
Association

June

2014

Outside Director, TODA CORPORATION (present post)

Toshihiko Itami
April

1980

Public Prosecutor, Tokyo District Public Prosecutors Office

April

2005

Director-General, Public Security Bureau, Tokyo District Public Prosecutors
OfficeJune

2010

Director, General Affairs Department, Supreme Public Prosecutors Office

July

2012

Chief Prosecutor, Tokyo District Public Prosecutors Office

July

2014

Deputy Prosecutor-General, Supreme Public Prosecutors Office

December

2015

Superintending Prosecutor, Osaka High Public Prosecutors OfficeNovember 2016

Registered as an Attorney at Law Advisor, Nagashima Ohno & Tsunematsu(present post)

March

2018

Audit and Supervisory Board Member, THE HOKKOKU SHIMBUN CO.,
LTD.

June

2018

Outside Director, Seven Bank, Ltd. (present post)

June

2018

Outside Director, TODA CORPORATION (present post)

June

2020

Outside Director (Audit and Supervisory Committee Member), JPHOLDINGS, INC. (present post)

Shunji Momoi
October

1984

March

1988

Registered as CPA

May

2000

PartnerMay

2005

Senior Partner

June

2019

Outside Audit & Supervisory Board Member, TODA CORPORATION

June

2020

Full-time Audit & Supervisory Board Member, TODA CORPORATION

Joined Showa Audit Corporation (Currently Ernst & Young ShinNihon LLC)

(present post)

22

June

2022

Audit & Supervisory Board Member, SBI Regional Bank Holdings, Co., Ltd.
(present post)

Kumi Arakane
April

1981

Joined KOBAYASHI KOSÉ COMPANY LIMITED (Currently KOSÉ
Corporation)

March

2002

Senior Chief Researcher, R&D Headquarters Advanced Cosmetic ResearchLaboratories

March

2004

General Manager, Product Development Dept., Marketing Headquarters

March

2006

Executive Officer, Deputy Director-General of Marketing Headquarters andGeneral Manager of Product Development Dept.

March

2010

General Manager, R&D Laboratories

March

2011

General Manager, Quality Assurance Dept. (Marketing Supervisor-General)

June

2011

Director (in charge of Quality Assurance Dept., Customer Service Center,
Purchasing Dept., and Product Designing Dept.)

June

2017

Audit & Supervisory Board Member

March

2019

Outside Audit & Supervisory Board Member, Kubota Corporation

March

2020

External Director, Kagome Co., Ltd. (present post)

June

2020

Outside Director, TODA CORPORTION (present post)

March

2021

Outside Director, Kubota Corporation (present post)

Masahiro Muroi
April

1978

January

1988

Joined Nomura Computer Systems Co., Ltd.
Nomura Computer Systems Co., Ltd. merged into Nomura ResearchInstitute, Ltd.

June

2000

Director and Group General Manager, Planning and Business Division, EC
Knowledge Solution Division, Knowledge Solution Group

April

2009

Representative Director Senior Executive Officer, Senior Manager,
Headquarter Organization Governing Division

April

2013

Representative Director and Executive Vice President, Senior
Management, Headquarter Organization Division, Quality and Innovative
Production Division

April

2015

June

2016

Director, Vice Chairman & Chair, Board of Directors
Independent Outside Director, Ryoden Trading Company, Limited (Currently
RYODEN CORPORATION) (present post)

June

2017

Independent Outside Director, MARUI GROUP CO., LTD.

June

2018

Auditor, The Norinchukin Bank (present post)

June

2022

Outside Director, TODA CORPORATION (present post)

Note: Each of the above Independent Committee Members is an independent director who is not likely
to have any potential conflicts of interest with general shareholders as required by the Tokyo
Stock Exchange.
23

Exhibit 3
Shareholding of the Company’s Major Shareholders
As of March 31, 2023
Name of Shareholder

Number of shares held
(in thousands)

Percentage of shares held tototal number of shares issued(%)

Daiichi Shokusan

42,876

13.28

Master Trust Bank of Japan Ltd, T.

34,231

10.60

Northern Trust (AVFC) Silchester

13,667

4.23

Custody Bank of Japan, T.

10,897

3.37

Ally

8,977

2.78

MUFG Bank

8,048

2.49

Hiroko Toda

6,611

2.04

MTB Japan Retail 620090811

6,002

1.86

Northern Trust US Tax Ex Pension F

5,821

1.80

Customers’ Stockholding

5,776

1.79

142,911

44.29

Total

Note: In addition to the above, the Company owns 10,109 thousand shares of treasury stock.

24Exhibit 4
Accreditation Criteria of Joint and Concerted Action※

Accreditation shall be granted to a person subject to accreditation (including its parent company,
subsidiaries, and other entities that should be considered the same as the person subject toaccreditation; hereinafter referred to as the “Accredited Person”).

In addition to each of the items

below, accreditation shall also be taking into account, in a comprehensive manner, whether or notthere are any direct or indirect facts that suggest that there is “no” communication of intent with a
specific shareholder of the Company.
※

The term “Specific Shareholder of the Company” shall hereinafter include the SpecificShareholder's parent and subsidiary companies (including such Specific Shareholder, hereinafterreferred to as the “Specific Shareholder Group”), and the officers and major shareholders of theSpecific Shareholder Group.

1)

Whether the period during which the Company's shares and other securities are being acquired
overlaps with the period during which actions are being taken to acquire the Company's shares andother securities or to make a material proposal or other takeover attempt by the Specific Shareholderof the Company.

2)

Whether the number of the Company’s shares and other securities acquired has reached aconsiderable quantity.

3)

Whether the acquisition of the Company's shares and other securities is commenced in close
proximity to the commencement of actions by the Specific Shareholder towards the acquisition of
the Company, such as the commencement of the acquisition of the Company's shares and othersecurities by the Specific Shareholder or the announcement of the Specific Shareholder's intention
to acquire management control over the Company or to make a material proposal, or whether thetiming of the acquisition is close to an event related to the Specific Shareholder's actions, such as
the record date of a General Meeting of Shareholders whose agenda includes items related to the
Plan.

4)

Whether there is any commonality between the characteristics of the timing and manner of theacquisition of the Company's shares and other securities by the Specific Shareholder (for example,
whether or not margin buying and other methods are used), such as the acquisition of the Company's
shares and other securities at the same time during a period when trading conditions of theCompany's shares and other securities in the market are abnormal (for example, when the volume
is significantly higher than the average volume or the share price is significantly higher than the
average price during a preceding period).

5)

Whether a person has acquired (or had acquired) shares and other securities of other listedcompanies whose shares and other securities are (or had been) acquired by the Specific Shareholder,
and whether the timing of such acquisition and the period of holding overlap with those of theSpecific Shareholder.

6)

During the overlapping period in 5) above, whether the exercise of shareholder rights (common
interest rights) with respect to other listed companies (in which the Accredited Person was ashareholder together with the Specific Shareholder) was in sync with that of the Specific25

Shareholder.

If so, what is the extent of that alignment in light of the type and content of theshareholder's rights, the results of the exercise of the shareholder's rights, and other relevant factors?
7)

In the case of the election or dismissal of directors or other officers of other listed company as aresult of the exercise of voting rights or other common interest rights by the Accredited Person and
the Specific Shareholder (and shareholders other than the Accredited Person who exercised voting
rights or other common interest rights in concert with the Specific Shareholder, if any) as describedin 5) above, has there been an occurrence of any event that could damage corporate value orshareholder value (for example, occurrence of an event that constitutes or could constitute amaterial violation of law, delisting, designation as an issue requiring special disclosure, bankruptcy
or other legal bankruptcy proceedings, issuance of shares or stock acquisition rights with largescale dilution) during the term of office of the directors after the change at the other listed company?
If so, what is the degree of risk of damage to corporate value or shareholder value?

8)

Is there or has there ever been any direct or indirect investment or loan relationship with theSpecific Shareholder?

9)

Whether there is or has been a personal relationship with the Specific Shareholder directly or
indirectly, such as a director relationship, a family relationship (including a common-law
relationship), a business relationship, a personal relationship within the community such as aformer school, or a personal relationship where one is or has been an employee, member, or otherconstituent member of the other.

10) Was the exercise of shareholder rights (common interest rights) against the Company aligned withthat of the Specific Shareholder?

If so, what was the extent of that alignment in light of the types

and details of shareholder rights exercised, and the results of the exercise of shareholder rights?
(Please note that 10) shall not be the sole basis for accrediting “a relationship between the SpecificShareholder and the other shareholder in which one substantially controls the other or in which
they act jointly or in concert” or “a person substantially controlled by or acting jointly or in concert
with such person”.)
11) Are the statements and actions related to the Company’s business and management policy similar
to those of the Specific Shareholder?

If so, what is the degree of similarity in light of the timing

and content of such statements and actions?

(Please note that 11) shall not be the sole basis foraccrediting “a relationship between the Specific Shareholder and the other shareholder in which
one substantially controls the other or in which they act jointly or in concert” or “a person
substantially controlled by or acting jointly or in concert with such person”.)
12) Whether the agent or advisor has a relationship (whether direct or indirect) with the SpecificShareholder such as belonging or having belonged to the same office, corporation, or organization
as that of the Specific Shareholder, having a business alliance, having worked together on similar
projects, and/or having a family relationship or other personal relationship that facilitatescommunication with the Specific Shareholder.
13) Are there any other direct or indirect facts that suggest there is communication of intent with theSpecific Shareholder?
END

26

Exhibit 5

Types of Cases Recognized as Significantly Damaging to
the Company’s Corporate Value and the Common Interests of Shareholders
1.

If the Purchaser is determined to be a person who is acquiring the Company's shares and othersecurities or is attempting to acquire the Company’s shares and other securities for the purpose ofsolely raising the share price and having the Company’s shares and other securities purchased by
the Company or our related parties at a high price (so-called greenmailer), despite having no real
intention to participate in the Company’s management, or if it is determined that the primary
purpose of the acquisition of the Company's shares and other securities is to obtain a short-term
profit margin.

2.

If it is determined that the Purchaser is acquiring the Company's shares and other securities for the
purpose of temporarily controlling the Company's management and transferring the assets of theCompany or its group companies, such as intellectual property rights, know-how, trade secrets,
major business partners or customers that are necessary for the business management of theCompany or its group companies to the Purchaser or its group companies.

3.

If it is determined that the Purchaser is acquiring the Company's shares and other securities for the
purpose of diverting the assets of the Company or our group companies as collateral or source of
repayment of debts of the Purchaser or its group companies after gaining control of the Company’s

4.

If it is determined that the acquisition of the Company's shares and other securities is being
conducted for the purpose of temporarily controlling the Company's management and causing theCompany or its group companies to sell or otherwise dispose of high-value assets such as realestate and securities that are not currently related to the Company's business, and to pay temporarily
high dividends from the profits of such disposal, or to sell the Company's shares and other securities
at high prices, taking advantage of the opportunity afforded by the sudden rise in share prices
created by such temporarily high dividends.

5.

If the method of purchase of the Company's shares and other securities proposed by the Purchaser
is judged to be a so-called coercive two-tier acquisition (meaning a tender offer without soliciting
the purchase of all of the Company's shares and securities in the initial purchase and withunfavorable or unclear conditions set for the second stage of purchase), and if it is determined that
there is a risk of restricting the opportunity for shareholders to make a judgment or decision freely,
and effectively coerce them into selling the Company’s shares and other securities (i.e., coercion).

6.

If it is determined that Purchaser, after acquiring the Company's shares and other securities, does
not show any particular interest or involvement in the Company’s management, but instead
manipulates various strategies solely to obtain profits by reselling he Company's shares and othersecurities to the Company or third parties in the short to medium term, and ultimately pursues its
27

own interests even to the point of considering the disposal of the Company's assets.
7.

If the proposed terms and conditions of any purchase of the Company's shares and other securities
by the Purchaser, (including, but not limited to, the type and amount of consideration for thepurchase, the basis for calculation of such amount, specific details of other conditions (including
the timing and method of the acquisition), the existence or non-existence of illegality andfeasibility) are determined to be significantly insufficient or inappropriate in light of the Company's
intrinsic corporate value.

8.

If it is determined that the acquisition of control by the Purchaser is likely to significantly impede
the maintenance or improvement of the Group's corporate value or the common interests ofshareholders, such as by destroying relationships with customers, employees, and otherstakeholders who are the source of our corporate value, as well as our shareholders, and is expected
to cause significant damage to the Group's corporate value or the common interests of shareholders.

9.

If the corporate value of the Group in the event that the Purchaser acquires control is determined
to be significantly inferior to the corporate value of the Group in the event that the Purchaser does
not acquire control, in comparison with the future corporate value over the medium to long term.

10. If the Purchaser is determined to be significantly inappropriate as the controlling shareholder of
the Company from a public order and morals perspective, such as when the management, major
shareholders, or investors of the Purchaser include persons who have relationships with antisocial
forces or terrorism-related organizations.
11. Other cases similar to 1. through 10. above, where the corporate value of the Group or the common
interests of shareholders are judged to be significantly impaired.

END

28

Exhibit 6
Outline of Allotments of New Share Subscription Rights Without Consideration
1. Total Number of Allotments of the New Share Subscription Rights
The total number of allotments of the New Share Subscription Rights shall be determined by aresolution of the Board of Directors of the Company concerning the allotments of the New Share
Subscription Rights without consideration (hereinafter referred to as the “Resolution for Allotmentsof the New Share Subscription Rights Without Consideration”).

The total number of allotments of

the New Share Subscription Rights shall be the number separately determined by the Board of
Directors of the Company in the Resolution for Allotments of the New Share Subscription Rights
Without Consideration, up to the same number as the final total number of issued shares of theCompany as of a certain date separately determined by the Board of Directors of the Company (the“Allotments Date”).
2. Shareholders Subject to Allotments
The Company shall allot the New Share Subscription Rights without consideration to theshareholders recorded in the final shareholders' register as of the Allotments Date at a ratio separately
determined by the Board of Directors in the Resolution for Allotments of the New Share Subscription
Rights Without Consideration up to 1 New Share Subscription Right for each share of common stockof the Company held (excluding, however, the shares held by the Company as of the same date).
3. Effective Date of Allotments of the New Share Subscription Rights Without Consideration
The effective date shall be a date separately determined by the Board of Directors of the Company
in the Resolution for Allotments of the New Share Subscription Rights Without Consideration.
4. Type and Number of Shares to be Issued upon Exercise of the New Share Subscription Rights
The type of shares to be issued upon exercise of the New Share Subscription Rights shall be common
stock of the Company, and the number of shares to be issued upon exercise of each New Share
Subscription Right (hereinafter referred to as the “Number of Shares”) shall be the number separately
determined by the Board of Directors of the Company in the Resolution for Allotments of the New
Share Subscription Rights Without Consideration, with 1 share as the upper limit.

However, if theCompany conducts a stock split or a stock consolidation etc, necessary adjustments shall be made.
5.

Description and Price of Assets to be Contributed upon Exercise of the New Share Subscription

RightsThe purpose of the contribution upon exercise of the New Share Subscription Rights shall be in cash,
and the amount per share of common stock of the Company to be contributed upon exercise of the
New Share Subscription Rights shall be 1 yen or more, as separately determined by the Board of
Directors of the Company in the Resolution for Allotments of the New Share Subscription Rights
Without Consideration.

29

6.

Restrictions on the transfer of the New Share Subscription Rights
Any transfer of the New Share Subscription Rights shall require the approval of the Board of

Directors of the Company.
7.

Exercise Conditions of the New Share Subscription Rights(1) The Purchaser (2) Joint owners12 of the Purchaser, (3) persons in special relationship13 with thePurchaser, or (4) those who have acquired or succeeded to the New Share Subscription Rights from
(1) through (3) above without obtaining the approval of the Board of Directors of the Company, or (5)affiliated persons 14 falling under (1) through (4) (collectively referred to as the “Non-qualified
Persons”) may not exercise the New Share Subscription Rights.

The details of the exercise

conditions of the New Share Subscription Rights shall be separately determined in the Resolution for
Allotments of the New Share Subscription Rights Without Consideration.
8.

Acquisition of the New Share Subscription Rights by the Company
Subject to the occurrence of certain events or the arrival of a date separately determined by the Boardof Directors, the Company may, in accordance with a resolution of the Board of Directors of theCompany, attach acquisition clauses, taking into consideration the effect as Countermeasures against
a Large-scale Purchase such as ①an acquisition clause to the effect that all of the New Share
Subscription Rights or only the New Share Subscription Rights held by shareholders other than the
Non-qualified Persons may be acquired, and ②while the New Share Subscription Rights held byshareholders other than the Non-qualified Persons shall be acquired in exchange for shares of common
stock of the Company, there shall be certain exercise conditions with respect to the New Share
Subscription Rights held by the Non-qualified Persons (for example, an exercise condition to the effectthat the New Share Subscription Rights may be exercised within certain conditions, such as the holding
ratio of share certificates after the exercise thereof being below 20% in the event that the Purchaser
disposes of its shares) and an acquisition clause to the effect that other stock acquisition right with anacquisition clause may be acquired in exchange for consideration (provided, however, that suchacquisition clause shall be limited to the details that are reasonably determined not to be detrimental
to the interests of shareholders other than Non-qualified Persons).

In the event that the New Share

Subscription Rights held by the Non-qualified Persons are acquired, no money shall be delivered in
exchange for such acquisition.
Details of the conditions for acquisition of the New Share Subscription Rights shall be separately
12This includes those deemed to be joint owners in the Plan.

13

This includes those deemed to be persons in special relationship in the Plan.

14

An “affiliated person” of a person means an investment bank, securities company, or other financial institution that hasentered into a financial advisory agreement with the person, a person who shares a substantial interest with the person, a tender
offer agent, lawyer, accountant, tax accountant, or other advisor, or a person substantially controlled by or acting in concert orcoordination with such a person.

The determination of whether or not a person falls under the category of “a person

substantially controlled by, or acting in concert or coordination with, any of these persons” shall be made in accordance withthe criteria set forth in Exhibit 4. In addition, the substantial identity of the fund manager and other various factors shall betaken into account in determining whether a person is an “affiliated person” of a partnership or other fund.

30

determined in the Resolution for Allotments of the New Share Subscription Rights Without
Consideration.
9. Acquisition Without Consideration in the Event of Suspension of Countermeasures Implementation
In the event that the Board of Directors of the Company suspends the implementation ofCountermeasures or in any other case separately determined by the Board of Directors of the Company
in the Resolution for Allotments of the New Share Subscription Rights Without Consideration, theCompany may acquire all of the New Share Subscription Rights without consideration.
10．Exercise Period of the New Share Subscription Rights
The exercise period and other necessary matters regarding the New Share Subscription Rights shallbe separately determined by the Board of Directors of the Company in the Resolution for Allotmentsof the New Share Subscription Rights Without Consideration.
END

31

(Reference)
Flow Chart of Procedures for the Plan

Emergence of a Purchaser

Requesting the Purchaser to submit the Statement of Intent and Necessary Information.

In case the rules of the Plan are complied(Statement of Intent andNecessary Information submitted)

In case the rules of thePlan are not complied

The Board of Directorsof the Company

The Board of Directors’ Evalation Period(in principle, up to 30 days or 90 days)

Purchase notcomplied during theBoard of Directors’
Evaluation Period

Evaluation, opinion formation, alternative planning etc
by the Board of Directors of the Company

Consideration by the Independent Committee

Significantly damaging to our
corporate value and the common
interests of shareholders
Recommendation for
implementation ofCountermeasures by
the Independent
Committee

Recommendation for
non-implementation ofCountermeasures by the
Independent Committee

Recommendation for a
Shareholders' Intent
Confirmation Meeting by
the Independent Committee

Shareholders' Intent
Confirmation Meeting

Maximum respect forrecommendation
Implementation
approved

Maximum respect forrecommendation
Implementation
rejected

Implementation of Countermeasures【Implementation resolved at the Boardof Directors of the Company】※

Not significantly damaging to our
corporate value and the common
interests of shareholders

Non-implementation of Countermeasure【Non-implementation resolved at theBoard of Directors of the Company】

This chart illustrates an overview of the Plan.
Plan.

32

Please refer to the text for specific details of the