This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 5491
To Shareholders with Voting Rights:
Yasushi Shimokawa
President & Representative Director
NIPPON KINZOKU CO., LTD.
4-10-1, Funado, Itabashi-ku, Tokyo,
Japan

NOTICE OF
THE 115th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 115th Annual General Meeting of Shareholders of NIPPON KINZOKUCO., LTD. (the “Company”) will be held as described below.
To avoid the risk of being infected with COVID-19, shareholders are urged to, as far as possible, exercise
their votes in writing (by post) or by electromagnetic means (via the Internet, etc.) in advance and to refrainfrom attending the General Meeting of Shareholders in person on the day, regardless of the state of theirhealth. Please review the attached Reference Documents for the General Meeting of Shareholders andexercise your voting rights by 5:30 p.m. on Tuesday, June 28, 2022 Japan time.
1. Date and Time:

Wednesday, June 29, 2022 at 10:00 a.m. Japan time

2. Place:

5th floor of the Company’s Head Office
5-30-7 Shiba, Minato-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 115th Fiscal Year (April 1, 2021 - March 31, 2022) andresults of audits by the Accounting Auditor and the Audit &Supervisory Board of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 115th Fiscal
Year (April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Partial Amendments to the Articles of Incorporation
Proposal 1:
Election of Eight (8) Directors
Proposal 2:
Election of One (1) Audit & Supervisory Board Member
Proposal 3:
Continuation of Measures to Respond to Large-scale Purchases of the
Proposal 4:Company’s Shares (Takeover Defense Measures)Election of Two (2) Substitute Audit & Supervisory Board Members
Proposal 5:

 In accordance with the applicable laws and regulations and the provisions of Article 14 of the Company's
Articles of Incorporation, the Consolidated Statements of Changes in Equity in the Consolidated Financial
Statements, Notes to Consolidated Financial Statements, Statements of Changes in Equity in the Nonconsolidated Financial Statements, and Notes to Non-consolidated Financial Statements
are posted on the Company’s website (https://www.nipponkinzoku.co.jp) on the Internet, and therefore
are not provided in this Notice. The aforementioned matters posted on the website, along with the
documents contained in this Notice of Meeting, form part of the documents audited by the Accounting
Auditor and Audit & Supervisory Board when preparing their respective Audit Reports.
 When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.

 Should any revisions occur to the Reference Documents for the General Meeting of Shareholders, theBusiness Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements
contained in this Notice of Meeting, the revisions will be posted on the Company’s website(https://www.nipponkinzoku.co.jp).

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

Partial Amendments to the Articles of Incorporation

1. Reason for amendments
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions to the
Act Partially Amending the Companies Act (Act No.70 of 2019) will come into effect on September 1,
2022. Accordingly, to prepare for the introduction of a system for the supply of documents for general
meetings of shareholders in electronic formats, the Company’s Articles of Incorporation will beamended as follows.
(1) The proposed Article 14, Paragraph 1 provides that information contained in the referencematerials for the general meeting of shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 14, Paragraph 2 is to establish a provision to limit the scopeof matters to be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the internet disclosure and deemed provision of the reference materials
for the general meeting of shareholders, etc. (Article 14 of the current Articles of Incorporation)
will become unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions
related to the effective date, etc. shall be established. These supplementary provisions will bedeleted after the elapse of a deadline.
2. Details of amendments
The details of the proposed amendments are as follows.
(Amendments are underlined.)

Current Articles of Incorporation
CHAPTER 3. GENERAL MEETING OF
SHAREHOLDERS

Proposed Amendments
CHAPTER 3. GENERAL MEETING OF
SHAREHOLDERS(Internet Disclosure and Deemed Provision ofReference Materials for the General Meeting of
Shareholders, Etc.)(Deleted)

Article 14 The Company may, whenconvening a general meeting ofshareholders, deem that it has provided
information to shareholders pertaining tomatters to be described or indicated in
the reference materials for the general
meeting of shareholders, business report,
non-consolidated financial statements,
and consolidated financial statements, bydisclosing such information through theinternet in accordance with theprovisions provided in the Ordinance ofthe Ministry of Justice.
(Newly established)(Measures for Electronic Provision, Etc.)

Article 14 The Company shall, whenconvening a general meeting ofshareholders, provide information
contained in the reference materials forthe general meeting of shareholders, etc.

Current Articles of Incorporation

Proposed Amendments
electronically.
2. Among the matters to be provided
electronically, the Company may choose
not to include all or part of the matters
stipulated in the Ordinance of the
Ministry of Justice in the paper copy to
be sent to shareholders who haverequested it by the record date for voting
rights.

(Newly established)

SUPPLEMENTARY PROVISIONS

1. The deletion of Article 14 (Internet
Disclosure and Deemed Provision ofReference Materials for the General
Meeting of Shareholders, Etc.) of thecurrent Articles of Incorporation and the
proposed Article 14 (Measures forElectronic Provision, Etc.) shall comeinto effect on September 1, 2022, whichis the date of enforcement of theamended provisions stipulated in theproviso of Article 1 of the
supplementary provisions of the Act
Partially Amending the Companies Act(Act No. 70 of 2019) (the “EffectiveDate”).
2. Notwithstanding the provisions of thepreceding paragraph, Article 14 of thecurrent Articles of Incorporation shallremain in force with respect to a general
meeting of shareholders to be held on adate within six months from the
Effective Date.
3. These supplementary provisions shall bedeleted after the lapse of six months
from the Effective Date or the lapse of
three months from the date of thegeneral meeting of shareholders set forthin the preceding paragraph, whichever islater.

Proposal 2:

Election of Eight (8) Directors

The terms of office of all seven (7) Directors will expire at the conclusion of this General Meeting of
Shareholders. Therefore, we propose that eight (8) Directors be elected.
The candidates for Director are as follows:

No.

Name and Position in Company

1

Yasushi Shimokawa

2

Yoshihiro Harada

3

Masashi Yamashita

4

Shinichi Hasegawa

5Osamu Yamazaki

6Kazuhiro Ogawa

7

Yoshitomo Nagatsuka

8

Yuko Kariya

Area of responsibility Independence

GenderAgeYears as Director

Male

65

8

Production Division

Male

62

5

Development and Sales
Division

Male

61

5

Administration
Division

Male

64

2

Technology Division

Male

60

2

Independent

Male

63

7

Independent

Male

57

1

Independent

Female62

New

President & Representative Director
Senior Managing Director
Senior Managing Director
Managing Director
Managing Director

As of conclusionof General
Meeting of
Shareholders,June 29, 2022

Outside Director
Outside Director
Outside Director

3

Masashi Yamashita

4

Shinichi Hasegawa

5Osamu Yamazaki

6Kazuhiro Ogawa

7

Yoshitomo Nagatsuka

8

Yuko Kariya

Senior Managing Director
Senior Managing Director

Outside Director
Number of Directors with skills

○

○

○

○

○

○

○

○

○

○

○

○

○

○
○

Managing Director

Outside Director○○

Managing Director

Outside Director

Technology, R&D○

Personnel, Labor,
HR

Yoshihiro Harada○

Global Business2

President & Representative Director

Legal, Risk
Management

Yasushi Shimokawa

Sales & Marketing

1

Production &Quality

Name and Position in Company

Finance &Accounting

No.

Corporate
Management

Major experience, specializations, etc.

○

PhD (Engineering)○

Certified Public
Accountant
Certified Public Tax
Accountant

○

6

○

○
○

○

Attorney○
3

Qualifications,
Ph.D.

4

Pharmacist

3

3

3

3

2

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
March 1980
April 2006
April 20091

Yasushi Shimokawa(January 29, 1957)[Reappointment]

2

Yoshihiro Harada(November 2, 1959)[Reappointment]

April 2010
April 2012
April 2013
June 2014
April 2015
April 2017
April 1982
November 2010
July 2012
June 2015
April 2017
June 2017
April 2020

Joined the Company
General Manager, Tokyo Branch, Steel Foil Sales
Unit, Steel Foil Business Division
Deputy General Manager, Steel Foil Sales Unit,
Steel Foil Business Division
Executive Officer, andGeneral Manager, Steel Foil Sales Unit, Steel Foil
Business Division
Managing Executive Officer
Deputy General Manager, Administration UnitManaging Director
General Manager, Administration Unit
President & Representative Director (current)
Joined Nippon Steel Corporation
Group Leader, Automotive Products Technology
Group, Nagoya Sales Office
Deputy General Manager, Nagoya Sales Office
Joined the Company
Managing Executive Officer, and
Deputy General Manager, Technology Unit
General Manager, Technology Division
Managing Director
Senior Managing Director (current),
General Manager, Production Division (current),
andGeneral Manager, Manufacturing Unit, Production
Division (current)

Number ofshares of theCompany held

12,500

2,800

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
March 1984
April 2009
April 2013
April 2014

3

Masashi Yamashita(June 26, 1961)[Reappointment]

April 2015
April 2016
April 2017

June 2017
April 2020
March 1981
April 2014

4

Shinichi Hasegawa(September 11, 1957)

April 2015
April 2017

[Reappointment]
April 2020
June 2020
March 1985
April 1997
March 2000

5

Osamu Yamazaki(February 17, 1962)[Reappointment]

April 2014
April 2015
April 2017
April 2020
June 2020

Joined the Company
General Manager, Fukushima Plant, Processed
Products Manufacturing Unit, Processed Products
Business Division
General Manager, Processed Products Sales
Department, Processed Products Sales Unit,
Processed Products Business Division
Executive Officer, andGeneral Manager, Processed Products Sales Unit,
Processed Products Business Division
General Manager, Processed Products Business
Development Department, Processed Products
Business Division
Managing Executive Officer
General Manager, Development and Sales
Division (current), andGeneral Manager, Sales Unit, Development andSales Division
Managing Director
Senior Managing Director (current), andGeneral Manager, Development Unit,
Development and Sales Division
Joined the Company
Executive Officer, andGeneral Manager, General Affairs Department,
Administration UnitManaging Executive Officer
General Manager, Administration Unit,
Administration Division (current), andGeneral Manager, Human Resources Department,
Administration Unit, Administration Division
General Manager, Administration Division(current)
Managing Director (current)
Joined the Company
Enrolled in the doctoral course of the Graduate
School of Engineering, Osaka University
Completed the doctoral course of the Graduate
School of Engineering, Osaka University
Received PhD in Engineering
General Manager, Research and Technology
Center, Technology Unit of the Company
Executive Officer
Managing Executive Officer, andGeneral Manager, Technology Unit, Technology
Division (current)
General Manager, Technology Division (current)Managing Director (current)

Number ofshares of theCompany held

3,200

2,500

2,000

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
March 1988
July 2004

Kazuhiro Ogawa(April 14, 1959)
6[Reappointment][Outside][Independent]

November 2004
June 2005
June 2008
June 2015
July 2016
April 1996
April 2009
March 2010

Yoshitomo Nagatsuka(March 30, 1965)
7[Reappointment][Outside][Independent]

July 2013
June 2016
February 2019
March 2021
June 2021
September 2021
April 1983
June 1983
April 2007

Yuko Kariya(April 15, 1960)
8

June 2012
June 2013[New appointment][Outside][Independent]

March 2020
July 2021
August 2021

Registered as a Certified Public Accountant
Established the Kazuhiro Ogawa Accounting
OfficePresident, Kazuhiro Ogawa Accounting Office(current)
Registered as a Certified Public Tax Accountant
Outside Audit & Supervisory Board Member, theCompany (retired in June 2009)
Outside Audit & Supervisory Board Member,Tokyo Nissan Computer System Co., Ltd.
(current)
Outside Director, the Company (current)
Outside Auditor, Hanatour Japan Co., Ltd.
(current)

Number ofshares of theCompany held

1,000

Registered with Dai-Ichi Tokyo Bar Association
Civil Conciliation Commissioner, Tokyo District
Court (current)
Established the Nagatsuka Partners Law Office
Managing Partner, Nagatsuka Partners Law OfficeOutside Auditor, Nisshou Byoura Co., Ltd.
(current)
Outside Director, SANYU CONSTRUCTION
CO., LTD. (current)
Deputy Secretary General, Japan Federation of
Bar Associations
Outside Auditor, Oncolys BioPharma Inc.
(current)
Outside Director, the Company (current)
Partner Attorney, KOHWA SOHGOH LAWOFFICES (current)
Joined Torii Pharmaceutical Co., Ltd.
Registered as qualified pharmacist
General Manager, Customer Support Department,
Torii Pharmaceutical Co., Ltd.
Executive Officer and Head of Pharmacovigilance& Quality Assurance Group, Torii PharmaceuticalCo., Ltd.
Director and Head of Pharmacovigilance &Quality Assurance Group, Torii PharmaceuticalCo., Ltd.
Full-time Advisor, Torii Pharmaceutical Co., Ltd.
Research Promotion Advisor, Otolaryngology
Department, School of Medicine, International
University of Health and Welfare (current)
External Member, Work-Life Balance Committee,
Kyoto Prefectural University of Medicine(current)

Notes: 1. There are no special interests between the Company and each candidate.
2. The Company has a directors and officers liability insurance agreement with an insurancecompany as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The insurance willcompensate for damages, including legal damages and litigation expenses, to be borne by the00insureds. Each of the candidates will be covered under the said insurance. The insurance
agreement is scheduled to be renewed on the same terms and conditions during the terms ofoffice of these candidates.
3. Mr. Kazuhiro Ogawa and Mr. Yoshitomo Nagatsuka are candidates for Outside Director. The
Company has designated them as independent officers according to the rules of the Tokyo
Stock Exchange (TSE) and has notified the TSE accordingly.
4. Ms. Yuko Kariya is a new candidate for Outside Director. The Company intends to designate
her as an independent officer according to the rules of the Tokyo Stock Exchange (TSE) andwill notify the TSE accordingly.
5. Mr. Kazuhiro Ogawa is a person of great character and insight. As a certified public accountant(CPA), he has a high level of expertise in accounting. He has previously served as theCompany’s Outside Audit & Supervisory Board Member. Since being elected as Director of
the Company at the 108th Ordinary General Meeting of Shareholders on June 26, 2015, his
actions and remarks have been appropriate for his role as an Outside Director. For these reasons,the Company proposes that he be elected again as an Outside Director. The Company also
expects that he will draw on his extensive knowledge as a CPA as well as an outside auditor ofother firms to provide the Company with valuable advice and suggestions from an independent
standpoint.
6. Mr. Kazuhiro Ogawa will have been in office as the Company’s Outside Director for seven (7)years as at the conclusion of this Ordinary General Meeting of Shareholders.
7. Mr. Yoshitomo Nagatsuka is a person of great character and insight. As a lawyer, he has a highlevel of expertise in law. Since his election as Director of the Company at the 114th Ordinary
General Meeting of Shareholders on June 29, 2021, his actions and remarks have been
appropriate for his role as an Outside Director. For these reasons, the Company proposes that
he be elected again as an Outside Director. The Company also expects that he will draw on his
extensive knowledge as a lawyer as well as an outside director and outside auditor of otherfirms to provide the Company with valuable advice and suggestions from an independent
standpoint.
8. Mr. Yoshitomo Nagatsuka will have been in office as the Company’s Outside Director for one(1) year as at the conclusion of this Ordinary General Meeting of Shareholders.
9. Ms. Yuko Kariya is a person of great character and insight and has extensive experience andknowledge in management in general cultivated at other companies. The Company proposesthat she be elected as a new Outside Director in the hope that she will bring her high degree ofknowledge as a management executive into play in the Company’s management. The Company
also expects that she will draw on her extensive knowledge as a management executive toprovide the Company with valuable advice and suggestions from an independent standpoint.

Proposal 3:

Election of One (1) Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Mr. Michitoshi Tsuruoka will expire at theconclusion of this General Meeting of Shareholders. Therefore, we propose that one Audit & Supervisory
Board Member be elected.
The consent of the Audit & Supervisory Board has been obtained for this proposal. The candidate for Audit& Supervisory Board Member is as follows:
Name(Date of birth)

Career summary, positions
and significant concurrent positions
April 1981
March 2003
August 2005

Koichi Sunayama(September 5, 1957)[New appointment][Outside][Independent]

April 2010
December 2012
December 2015
December 2019
March 2020

November 2020

Joined The Fuji Bank, Limited (now Mizuho Bank,Ltd.)
Branch Manager, Niigata Bandaibashi Branch,
Mizuho Bank, Ltd.
General Manager, Legal Department, Mizuho Bank,
Ltd.
Executive Officer; General Manager, Legal
Department, Mizuho Bank, Ltd.
Outside Audit & Supervisory Board Member,
MARUYAMA MFG. CO., INC.
Outside Director (Member of Audit & Supervisory
Committee), MARUYAMA MFG. CO., INC.
Corporate Advisor, MARUYAMA MFG. CO., INC.
Outside Director (Member of Audit & Supervisory
Committee), KYOWA ELECTRONICINSTRUMENTS CO., LTD.
Outside Director (Member of Audit & Supervisory
Committee), BicCamera Inc. (current)

Number ofshares of theCompany held

0

Notes: 1. There are no special interests between the Company and the candidate.
2. The Company has a directors and officers liability insurance agreement with an insurancecompany as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The insurance willcompensate for damages including legal damages and litigation expenses to be borne by the
insureds. The candidate will be covered under the said insurance. The insurance agreement isscheduled to be renewed on the same terms and conditions during the term of office of thecandidate.
3. Mr. Koichi Sunayama is a candidate for Outside Audit & Supervisory Board Member. The
Company intends to designate him as an independent officer according to the rules of the Tokyo
Stock Exchange (TSE) and will notify the TSE accordingly.
4. The reasons for Mr. Koichi Sunayama’s nomination as a candidate for Outside Audit &Supervisory Board Member are that he is a person of great character and insight and that hehas a high level of expertise from many years of experience in the banking industry. The
Company also believes that he will draw on his extensive experiences as an Outside Director
and outside auditor of other firms to demonstrate his abilities in audits of the Company andmake a major contribution to the enhancement of audit functions.

Proposal 4:

Continuation of Measures to Respond to Large-scale Purchases of the Company’s Shares(Takeover Defense Measures)
The Company first introduced the “Measures to Respond to Large-scale Purchases of theCompany’s Shares” at its Board of Directors meeting held on March 7, 2007 and, more
recently, obtained the approval of all shareholders at the Company’s 112th Ordinary General
Meeting of Shareholders held on June 27, 2019 to continue those measures (the measures after
continuation are hereinafter referred as “the Current Plan”). However, the effective period of
the Current Plan will end at the conclusion of the 115th Ordinary General Meeting of
Shareholders scheduled to be held in June 2022 ("this General Meeting of Shareholders”).
Even after the introduction of the Plan, the Company has continued to consider how theCurrent Plan should be, including whether or not to continue it, as an initiative to safeguard
and improve the Company’s corporate value and, by extension, the joint interests ofshareholders, in light of changes in social and economic conditions, various developments andprogress in the debate surrounding takeover defense measures, the purpose of the Corporate
Governance Code, and other factors. As a result, based on factors such as (1) the fact that the
products that the Company manufactures have been adopted as essential components invarious fields, such as automobiles and electronic components, and if the performance of theCompany’s business were to be disrupted by an inappropriate large-scale purchase that has therisk of harming the Company’s corporate value and, by extension, the joint interests ofshareholders, there is potential for it to have an enormous impact on customers due to thestagnation of product supply, etc; and (2) the fact that the Company is currently in the process
of executing the important initiative of “obtaining the medium- to long-term improvement ofcorporate value and the proper evaluation in the share market to raise the Company’s shareprice,” and going forward, it needs to concentrate its management resources to pursue thisinitiative to its completion, the Company has judged that it is necessary to continue its
measures to respond to large-scale purchases of the Company’s shares as an initiative tosafeguard and improve the Company’s corporate value and, by extension, the joint interests ofshareholders.
Hence, at a meeting of the Company’s Board of Directors on May 25, 2022, in light of thebasic policy regarding the way a person is to control the determination of financial andbusiness practices of the Company (“Basic Policy on Control of the Company”) set forth in
Article 118, Paragraph 1, Item (iii) of the Regulations for Enforcement of the Companies Act,it was decided to continue the Current Plan (the newly continued plan is hereinafter referred
as “the Plan” as an initiative to prevent the determination of the Company’s financial andbusiness practices being controlled by unsuitable persons, on the condition of the approval ofshareholders at this General Meeting of Shareholders.
Accordingly, the Company proposes that the Plan be continued for a further three (3) years
until the conclusion of the 118th Ordinary General Meeting of Shareholders due to take placein June 2025, and requests the approval of shareholders.
For the continuation of the Plan, some wording has been rearranged, but the basic scheme isthe same as the Current Plan.
The content of the Plan is described below.

Details of the Plan (Initiatives designed to prevent inappropriate persons from controlling thedetermination of the Company’s financial and operational policies in light of our fundamental
corporate direction)
1.

Purpose of the Plan
The Plan is being introduced as an attempt to prevent persons deemed inappropriate in light of our basic
policy regarding the control of the Company from controlling the determination of the Company’s financial
and business policies, and represents a continuation of the current takeover defense measures.
In the event that a large-scale purchase of the Company’s shares did occur, and the purpose, etc. of thatpurchase was to help safeguard and improve the Company’s corporate value and, by extension, the joint
interests of shareholders, then the Company would not consider the person who controls the determinationof the Company’s financial and business policies to be inappropriate. In addition, the Company believes
that any decisions regarding whether or not to respond to any takeover offer that would involve a transfer
of control should ultimately be made in accordance with the will of shareholders.

However, there are a considerable number of cases of large-scale purchases of a company’s shares that do
not contribute to the corporate value of the targeted company or to the joint interests of shareholders, suchas when the purpose of the purchase risks clearly damaging the corporate value of the targeted company
and the joint interests of its shareholders, when the purchaser may effectively force shareholders to sell
their shares, when the Board of Directors and shareholders are not given the reasonable, necessary, andsufficient time or information to consider the content of a large-scale purchase of shares or for the Boardof Directors to compile alternative proposals, when the conditions of the purchase are consideredinsufficient or inappropriate from the perspective of maintaining the corporate value of the targetedcompany and, by extension, the joint interests of its shareholders, or when the purchaser intends to destroy
relationships with stakeholders who are essential to the maintenance and improvement of the targetedcompany’s corporate value.
In light of these considerations, the Company’s Board of Directors believes that, if a large-scalepurchase of the Company’s shares does occur, it is in the best interest of both the Company’s corporate
value and shareholders to secure the necessary time and information for shareholders to make anappropriate judgment and to be able to conduct any negotiations with the purchaser in accordance withcertain rational rules. As such, the Company has determined certain rules regarding the securing of
information and investigation time in the event of a large-scale purchase of the Company’s shares as
described below (the “Large-Scale Purchase Rules”). Subject to the approval of shareholders at thisOrdinary General Meeting of Shareholders, the Company has decided to continue takeover defense
measures in the form of the Plan, which includes our intended response in the event of a large-scalepurchase of the Company’s shares by a person who is deemed inappropriate in view of our basic policy
relating to control of the Company. Please refer to Supplementary Document 1 for an overview of the Plan.

2.

Purchases of the Company’s Shares Covered by the Plan
The purchases of company shares that are covered by the Plan include purchases of the Company’s sharecertificates, etc. (Note 1) for the purpose of increasing the proportion of voting rights (Note 2) of specified
shareholder groups (Note 3) to 20% or above, or purchases of the Company’s share certificates, etc. that
result in the voting rights proportion of specified shareholder groups rising to 20% or above. (In both cases,
all purchases irrespective of the specific purchase method such as market transactions, takeover bids, etc.
are included, except for those agreed in advance by the Company’s Board of Directors. Any such purchases
shall be referred to as a “large-scale purchase” and an entity that executes any such purchase acts shall bereferred to as a “large-scale purchaser.”)
Note 1: Share certificates, etc. refer to the share certificates prescribed in Article 27-23, Paragraph 1 or Article 27-2,
Paragraph 1 of the Financial Instruments and Exchange Act.
Note 2: The proportion of voting rights refers to:(i) The proportion of shares certificates, etc. held by specified shareholder groups as described in Note 3 (i) (theshareholding ratio prescribed in Article 27-23, Paragraph 4 of the Financial Instruments and Exchange Act. In
this case, this will be the total number of share certificates, etc. held by the joint holders of these groups (thenumber of share certificates, etc. will refer to the number of share certificates as stipulated in Article 27-23,
Paragraph 4 throughout this document); or(ii) In the case of specified shareholder groups as described in Note 3 (ii), the total percentage of shares held by alarge-scale purchaser and any persons with a special relationship to that large-scale purchaser (the shareholding
ratio prescribed in Article 27-2, Paragraph 8 of the Act).
When calculating individual holding ratios for share certificates, etc., it is possible to refer to the most recent
publication from among the securities report, the quarterly report, and the report on acquisition of treasury sharesto ascertain the total number of voting rights (as prescribed in Article 27-2, Paragraph 8 of the Act) and the total
number of shares in issuance (as defined in Article 27-23, Paragraph 4 of the Act).
Note 3: A specified shareholder group refers to:(i) Holders (including persons included in the description of shareholders prescribed in Article 27-23, Paragraph
3 of the Financial Instruments and Exchange Act throughout this document) of the Company’s sharecertificates (share certificates, etc. prescribed in Article 27-23, Paragraph 1 of the same Act), and their joint
holders (the joint holders prescribed in Article 27-23, Paragraph 5 of the Act shall be called joint holders andshall include persons considered to be joint holders based on Article 27-23, Paragraph 6 of the same Act
throughout this document); or(ii) Persons who conduct purchases (purchases, etc. prescribed in Article 27-2, Paragraph 1 of the Act, including
those conducted on the financial instruments exchange market) of the Company’s share certificates, etc. (sharecertificates, etc. refer to the share certificates prescribed in Article 27-2, Paragraph 1 of the Act) and persons
in special relationships with the persons who conducted the purchase (as stipulated in Article 27-2, Paragraph
7 of the Act).

3.

The Establishment of an Independent Committee
The Board of Directors will make the final decision regarding whether a series of procedures have been
followed in accordance with the large-scale purchase rules, and, even if the large-scale purchase rules havebeen adhered to, whether to implement countermeasures on the grounds that a large-scale purchasesignificantly damages the Company’s corporate value and, by extension, the joint interests of shareholders.
An Independent Committee will also be established to ensure the Plan is operated appropriately, to preventthe making of arbitrary judgments by the Board of Directors, and to ensure those judgments are objective
and rational (please refer to “Supplementary Document 2: Outline of the Rules Governing the Independent
Committee”). The Independent Committee shall consist of at least three (3) members. In order to ensure
the Committee’s ability to make fair and neutral judgments, the Company shall appoint members fromamong Outside Directors and Outside Audit & Supervisory Board Members who are independent of theCompany’s business execution management. The Company is also considering the appointment of outside
experts (Note) as necessary. The four (4) persons described in “Supplementary Document 3: Biographiesof Candidates for Independent Committee Member” are scheduled to be appointed to the Independent
Committee at the time of continuation of the Plan.
Prior to the implementation of countermeasures, the Company’s Board of Directors shall consult with
the Independent Committee on whether or not to invoke countermeasures, and the Independent Committee
shall make recommendations to the Board of Directors on whether the Company is ready to invokecountermeasures after carefully evaluating and examining any large-scale purchase from the perspectiveof improving the Company’s corporate value and, by extension, the joint interests of shareholders. The
Company’s Board of Directors shall decide whether to impose countermeasures after giving fullconsideration to the recommendations of the Independent Committee. The outline of recommendations
from the Independent Committee shall be disclosed as appropriate.
To ensure that the judgment of the Independent Committee surely seeks to contribute to the Company’s
corporate value and, by extension, the joint interests of shareholders, the Independent Committee may,when necessary, obtain advice from independent external experts (financial advisors, certified public
accountants, lawyers, consultants, and other external experts) at the Company’s expense.
Note:

4.

External experts refer to:
Persons who have not served as past Directors, accounting advisors, executive officers, managers, or other
employees of the Company or its subsidiaries, and who are corporate managers with a wealth of management
experience, persons well versed in investment banking, lawyers, certified public accountants, academic experts
who mainly conduct research on the Companies Act, or equivalent persons.

Overview of large-scale purchase rules(1) Advance submission of statement of intent by a large-scale purchaser to the Company
If a large-scale purchaser intends to engage in a large-scale purchase, the large-scale purchaser will
be asked to first submit a statement of intent in Japanese outlining the contents mentioned below,
including a legally valid written pledge of intention to follow the large-scale purchase rules, addressedto the Company’s Representative Director, before conducting or proposing a large-scale purchase.
1) Name and address of large-scale purchaser
2) Governing law of establishment
3) Name of representative4) Contact details in Japan
5) Outline of proposed large-scale purchase6) Pledge to comply with the large-scale purchase rules stipulated in the Plan
If the Company’s Board of Directors receives a statement of intent from a large-scale purchaser,
the Board of Directors will promptly announce its receipt and, where necessary, the contents thereof.
(2) The provision of necessary information from large-scale purchasers
Within 10 working days from the day following the date of receipt of a statement of intent describedin 4. (1) above, the Company’s Board of Directors shall supply the large-scale purchaser with a listof necessary and sufficient information (the “necessary information”) to be provided to facilitate
judgments by shareholders and enable the Board of Directors to formulate an opinion. Large-scalepurchasers are required to submit the necessary information in writing to the Company’s Board of
Directors in accordance with the said list. The general items to be included in the necessary
information is described below. The specific content will vary depending on the specific attributes ofthe large-scale purchaser and the content of the large-scale purchase, but, in either case, it shall be
restricted to information deemed necessary and sufficient for shareholders to make a judgment andfor the Company’s Board of Directors to formulate an opinion.

1)

Details (including name, business content, professional experience or history, capital structure,
financial particulars, etc.) of the large-scale purchaser, etc. and its Group (including joint holders,persons with special relationships or associations (in the case of a fund), and any other members)
2) The purpose, method, and content of the large-scale purchase (including the amount and type of
consideration for the large-scale purchase, the timing of the large-scale purchase, relevanttransaction mechanisms, the legality of the method of the large-scale purchase, and the feasibilityof the large-scale purchase, etc.)
3) The basis for calculating the purchase price for the large-scale purchase (including facts thatserve as the premise for those calculations, the method of calculation, the numerical information
used in the calculations, and details of any synergy benefits that are expected to emerge througha series of transactions relating to the large-scale purchase)4) Sources of support for the purchase funds to be used for the large-scale purchase (including thename of fund providers (including substantive providers), the procurement method, and thecontent of related transactions)5) Assuming the large-scale purchase is completed as intended, any candidates for executive officerof the Company and the Group (including information on those candidates’ experience in thesame type of business as the Company and the Group), management policy, business plans,
financial plans, capital policies, dividend policy, among others, for the Company and the Group6) Expected changes, if any, and the nature of those changes relating to relationships between the
Company and the Group and its customers, business partners, employees, and other stakeholders
after the completion of the large-scale purchase
In order to expedite the swift implementation of the large-scale purchase rules, the Company’s
Board of Directors may, if necessary, set a deadline for large-scale purchasers to provide information.
However, this deadline may be extended if a request to do so based on reasonable factors is submitted
by the large-scale purchaser. If, after scrutinizing the original information provided, that information
is deemed to be insufficient, the Company’s Board of Directors may set a reasonable timeframe (upto 60 days from the date on which the necessary information was first received) during which it may
continue to ask the large-scale purchaser to provide additional information until the necessary
information is obtained.
If the Company’s Board of Directors determines that all the necessary information has been
provided by a large-scale purchaser, the Company’s Board of Directors shall send a notice to that
effect to the large-scale purchaser and also disclose that fact publicly.
In addition, if, following a request for the provision of additional necessary information from theBoard of Directors, the large-scale purchaser provides a reasonable explanation as to why theprovision of certain information may be difficult, the Company’s Board of Directors may conclude
negotiations on information provision with the large-scale purchaser even if it has not received all thenecessary information it requested, and move on to the Board of Directors’ evaluation andinvestigation process described in (3) below.
If the necessary information provided to the Company’s Board of Directors is deemed necessary tofacilitate a judgment by shareholders, the Company’s Board of Directors will disclose either all or a
portion of that necessary information when it deems appropriate.
(3) Evaluations and investigation by the Company’s Board of Directors, etc.
Reflecting the degree of difficulty in evaluating large-scale purchases, the Company’s Board of
Directors shall set a maximum period of 60 days from when the large-scale purchaser finishedproviding the necessary information to the Company’s Board of Directors for a purchase of all of theCompany’s shares through a yen-based cash tender offering, and a maximum of 90 days from when
the large-scale purchaser finished providing the necessary information to the Company’s Board of
Directors for all other large-scale purchases as the period during which the Board of Directors will
evaluate, investigate, negotiate, formulate opinions, and submit alternative proposals (the “Board of
Directors’ evaluation period”). Any large-scale purchases shall only commence after the Board of
Directors’ evaluation period has expired.
During the Board of Directors’ evaluation period, the Company’s Board of Directors will, as
necessary, seek the advice of independent external experts (financial advisers, certified public
accountants, lawyers, consultants, and other experts) in order to sufficiently evaluate and investigate
the necessary information provided. The Company’s Board of Directors will then carefully compile
and publicly disclose its opinion after taking into full consideration any advice proffered by the
Independent Committee. In addition, if necessary, the Company may negotiate with the large-scalepurchaser to improve the conditions pertaining to the large-scale purchase or the Company’s Boardof Directors may suggest alternative proposals to shareholders.
5.

Policy on the Company’s Response to a Large-scale Purchase of Company Shares(1) When the large-scale purchaser has complied with the large-scale purchase rules
When the large-scale purchaser has complied with the large-scale purchase rules, even if theCompany’s Board of Directors is opposed to the large-scale purchase, it will only seek to persuadeshareholders by expressing objections or presenting alternatives to the proposed purchase, and will
not, in principle, take any countermeasures against such large-scale purchase. Shareholders will
decide whether or not to respond to the purchase proposal from the large-scale purchaser, taking into
account the purchase offer and the opinions and alternatives to the purchase proposal presented by theCompany.
However, even if the large-scale purchase does comply with the large-scale purchase rules, theCompany’s Board of Directors may judge that the said large-scale purchase would significantly
damage the Company’s corporate value and, hence, the joint interests of shareholders if, for instance,
it fell under any of the categories 1) to 5) described below and was recognized as being clearlymotivated by a purpose of misuse that would inflict irretrievable damage on the Company as a result.
In such a case, the Company may, based on Directors’ duty of care, exceptionally takecountermeasures that can be considered under the Companies Act or other laws or the Company’s
Articles of Incorporation, such as the gratis allotment of stock acquisition rights, to the extent that isnecessary and reasonable for the purpose of protecting the corporate value of the Company and, byextension, the joint interests of shareholders.
As to what specific countermeasure will be taken, the Company’s Board of Directors shall selectthe countermeasure that it deems the most appropriate at the time. For example, an outline of the gratis
allotment of stock acquisition rights as a potential countermeasure is described in “Supplementary
Document 4: Overview of Gratis Allotment of Stock Acquisition Rights.” In the case of actually
implementing gratis allotment of stock acquisition rights, the Company could consider attaching
additional conditions to ensure the effectiveness of this move as a countermeasure by, for instance,
making it a condition for exercising stock acquisition rights that the voting rights won’t subsequently
belong to specified shareholder groups with voting rights that exceed a certain proportion, or adding
an acquisition clause to the effect that the Company may acquire stock acquisition rights in exchange
for shares of the Company. However, in this case, the Company does not anticipate paying any
financial compensation to acquire stock acquisition rights held by the large-scale purchaser.
1) When the purchaser is not genuinely willing to participate in Company management but isacquiring the Company’s shares for the purpose of simply raising the share prices and having
Company stakeholders take over the shares at a premium (known as “greenmailing”)
2) When the purchaser seeks to control Company management temporarily and then transfer theintellectual property, expertise, confidential corporate information, major business partners, andcustomers, etc. that are necessary for the business operation of the Company and Group
companies to the acquirer and its group companies, i.e. for the purpose of conducting so-calledscorched-earth management
3) When the purchaser acquires shares in the Company to manage the Company and then divert theassets of the Company and Group companies to use as debt collateral or as a source of payment
for the acquirer or its group companies
4) When the purchaser acquires shares in the Company for the purpose of temporarily controlling
the Company’s management and then selling or otherwise disposing the high-value assets of theCompany or Group companies that are currently not related to their businesses, such as realestate or securities, and using the profits to pay a temporary high dividend, or to create an
opportunity to sell shares at a premium if share prices rise suddenly due to a temporary highdividend5) When the method of purchase of the Company’s shares proposed by the purchaser is judged torestrict shareholders’ opportunities or freedom to make judgments and to virtually coerce
shareholders into selling the Company’s shares through a so-called coercive two-stage
acquisition, etc. (when a purchaser seeks to acquire shares through a tender offer that does not
solicit all the Company’s shares in the first round but offers unfavorable or unclear purchaseconditions in the second round)
In principle, if the large-scale purchaser has complied with the large-scale purchase rules as
described in 5. (1) above, the Company will not invoke countermeasures against the large-scalepurchase under the Plan. However, if the Company does decide to invoke exceptional

countermeasures as described above, and, in order to ensure that judgment is objective and rational,
the Company’s Board of Directors will consult with the Independent Committee regarding theadvantages and disadvantages of invoking countermeasures before doing so. The Independent
Committee will make a recommendation within the Board of Directors’ evaluation period describedin 4. (3) following a thorough examination of the need and appropriateness of launching
countermeasures.
The Company’s Board of Directors shall make decisions on whether or not to invokecountermeasures after fully considering any recommendations made by the Independent Committee.
(2) When the large-scale purchaser has not complied with the large-scale purchase rules
When the large-scale purchaser has not complied with the large-scale purchase rules, regardless ofthe specific purchase method used, the Company’s Board of Directors may seek to counter a largescale purchase by implementing countermeasures described in 5. (1) above for the purpose ofprotecting the corporate value of the Company, and, by extension, the joint interests of shareholders.
When taking decisions regarding the implementation of countermeasures, the Company’s Board of
Directors shall take into full consideration the recommendations of the Independent Committee anddecide whether or not to invoke countermeasures after thoroughly examining the need andappropriateness of such measures.
When deciding whether a large-scale purchaser has complied with the large-scale purchase rules,
the Company shall fully consider the circumstances of the large-scale purchaser to a reasonable extent,
and will, at the least, not determine that a large-scale purchaser does not comply with the large-scalepurchase rules if it fails to present a portion of the necessary information.
(3) Terminating the exercise of countermeasures, etc.
After the Company’s Board of Directors has decided to invoke countermeasures as described in 5. (1)and 5. (2) above, the Company’s Board of Directors may, after fully considering the opinions andrecommendations of the Independent Committee, suspend the implementation of thosecountermeasures if it deems their implementation to be no longer appropriate owing to the withdrawalof, or change in, the large-scale purchase by the large-scale purchaser. It would be possible to suspend
the activation of countermeasures, etc. such as the gratis allotment of stock acquisition rights forexample. If, after the shareholders who are to be receive stock acquisition rights have been determined,
the Board of Directors judges that it is no longer appropriate to invoke the countermeasure owing toa withdrawal of, or change in, the large-scale purchase by the large-scale purchaser, the Board of
Directors can, after hearing the recommendation of the Independent Committee, cancel the gratis
allotment of stock acquisition rights up until the day before the effective date of the stock acquisitionrights. The Company can also terminate the countermeasure after the gratis allotment of stockacquisition rights by acquiring the stock acquisition rights without compensation up until the day
before the start of the exercise period (shareholders will lose their stock acquisition rights once theCompany acquires stock acquisition rights without compensation).
In the event of countermeasures, etc. being suspended, the Company will disclose any relevant
decisions in a timely and appropriate manner in accordance with laws and regulations and the listing
rules governing the financial instruments exchange on which the Company is listed.
6.

Impact of the Plan on Shareholders and Investors, etc.
(1) Impact of the large-scale purchase rules on shareholders and investors, etc.
The large-scale purchase rules included in the Plan are intended to provide shareholders with theinformation necessary for them to determine whether or not to respond to large-scale purchases, allow
the Board of Directors that is currently in charge of the Company’s management to provide its
opinions, and give shareholders the opportunity to receive alternative proposals. This will enable
shareholders to make appropriate decisions based on sufficient information as to whether or not to
respond to large-scale purchases and will help protect the Company’s corporate value and, byextension, the joint interests of shareholders. Therefore, we believe that the setting of large-scalepurchase rules is a prerequisite for shareholders and investors to make appropriate judgments, andthat it contributes to their interests.
Furthermore, as mentioned in 5. above, given that the Company’s policy for responding to largescale purchases will differ depending on whether the large-scale purchaser complies with the largescale purchase rules, shareholders and investors are requested to pay attention to the actions of largescale purchasers.
(2) The impact on shareholders and investors when countermeasures are implemented

For the purpose of protecting the Company’s corporate value and, by extension, the joint interests ofshareholders, if the Company’s Board of Directors decides to launch specific countermeasuresdescribed in 5. above, it shall disclose any relevant decisions in a timely and appropriate manner inaccordance with laws and regulations and the listing rules governing the financial instruments
exchange on which the Company is listed.
When launching countermeasures, the Company does not expect any shareholders other than thelarge-scale purchaser, etc. to suffer any exceptional losses either in terms of legal rights or economic
aspects. If the gratis allotment of stock acquisition rights is used as a countermeasure, shareholders
will be allocated stock acquisition rights without compensation in proportion to the number of shares
held on the date of the allocation. If the Company subsequently commences procedures to acquire thestock acquisition rights with acquisition clauses, shareholders other than the large-scale purchaser, etc.
will not be exceptionally disadvantaged because those shareholders will receive the Company’s sharesin exchange for the Company acquiring the stock acquisition rights.
However, if the Company’s Board of Directors, after receiving advice from the Independent
Committee, decides to cancel the issuance of stock acquisition rights determined by the Company’s
Board of Directors or acquire already issued stock acquisition rights without compensation(shareholders will lose their stock acquisition rights once the Company acquires stock acquisitionrights without compensation), then shareholders or investors who had bought or sold shares on theassumption that some dilution of the value of the Company’s shares might occur, may suffer some
unforeseen damage caused by fluctuations in the share price.
It is possible that large-scale purchasers, etc., may suffer some disadvantage in terms of legal rights
or economic aspects if the Company decides to mount countermeasures because the large-scalepurchaser has not complied with the large-scale purchase rules or, even if the large-scale purchaser
has complied with the large-scale purchase rules, the said large-scale purchase is judged tosignificantly damage the Company’s corporate value and, by extension, the joint interests ofshareholders. The announcement of this Plan should be interpreted as an advance warning to largescale purchasers not to violate the large-scale purchase rules.
(3) Necessary procedures for shareholders when countermeasures are triggered
When the gratis allotment of stock acquisition rights is employed as a countermeasure, allshareholders registered on the shareholder register on the date of allocation will be allocated stockacquisition rights without having to prepare an application for the receipt of those rights. In addition,
when the Company instigates procedures to acquire the stock acquisition rights with acquisition
clauses, the Company will not pay financial compensation equivalent to the value of exercise price ofthe stock acquisition rights, but shareholders will instead receive the Company’s shares as
consideration for the stock acquisition rights acquired by the Company, so there is no need for any
application or payment procedures, etc. relating to the said stock acquisition rights.
However, in such a case, the Company may request that shareholders who receive an allocation ofstock acquisition rights submit a separate document stipulated by the Company that pledges that they
are not a large-scale purchaser, etc.
If the gratis allotment of stock acquisition rights was actually to be conducted, the details of any
pertinent procedures would be disclosed in a timely and appropriate manner based on laws andregulations and the listing rules governing the financial instruments exchange on which the Company
is listed.
7.

The Commencement, Effective Period, and Continuation or Abolition of the Plan
The Plan will become effective on the day of the resolution of this Ordinary General Meeting of
Shareholders, and will remain in effect until the conclusion of the Ordinary General Meeting of
Shareholders (the 118th Ordinary General Meeting of Shareholders to be held in June 2025) to be held in
the last business year ending within three (3) years from the start date.
Even after the continuation of this Plan is approved at this Ordinary General Meeting of Shareholders,the Plan shall be abolished immediately if (1) a resolution is passed at the General Meeting of Shareholders
to abolish the Plan, or (2) a decision is taken by the Board of Directors, which is composed of Directors
appointed at the Company’s General Meeting of Shareholders, to abolish the Plan.
Even during the effective period of the Plan, the Company’s Board of Directors may review the Planfrom time to time from the perspective of seeking to improve corporate value and, by extension, the joint
interests of shareholders, or change the Plan subject to approval by the General Meeting of Shareholders.
As such, if the Company’s Board of Directors decides to continue, change, or abolish the Plan, the detailsof such decision will be promptly disclosed.

Furthermore, even during the effective period of the Plan, the Company’s Board of Directors may revise
or change the Plan after obtaining approval from the Independent Committee as necessary if it is deemed
appropriate to do so in order to reflect the establishment or revision of laws and regulations or financial
instrument exchange rules pertaining to the Plan, it is appropriate to correct misspellings or omissions ofwords, and if such revision or change will not disadvantage shareholders in any way.

(Supplementary Document 1)(Note) This diagram is a schematic representation of typical procedures for the purpose of contributing to anunderstanding of the Plan, and does not necessarily show all procedures. For details, please refer to themain text.

(Supplementary Document 2)
Outline of the Rules Governing the Independent Committee
•
•

•

•
•

An Independent Committee shall be established by resolution of the Company’s Board of Directors.
The Independent Committee shall consist of at least three (3) members. In order to enable fair and neutral
judgments, the Board of Directors shall appoint members from among Outside Audit & Supervisory Board
Members, Outside Directors, or outside experts, who are independent of the Company’s business execution
management.
The Independent Committee shall, in principle, make recommendations to the Board of Directors, which
include the content, reasons, and basis for any decisions made regarding items submitted for advice by the
Board of Directors. Furthermore, each member of the Independent Committee shall make such decisions
based on whether they will contribute to the Company’s corporate value and, by extension, the joint
interests of shareholders.
The Independent Committee may obtain advice from independent external experts (financial advisors,certified public accountants, lawyers, consultants, and other experts) as necessary at the Company’s
expense.
Resolutions of the Independent Committee shall be made by a majority of the members, with the majorityof members in attendance.

(Supplementary Document 3)
Biographies of Candidates for Independent Committee Member
The following four (4) persons are scheduled to become members of the Independent Committee subject to thecontinuation of this Plan.
Kazuhiro Ogawa (April 14, 1959)(Career summary)March 1988
Registered as a Certified Public Accountant
July 2004
Established the Kazuhiro Ogawa Accounting Office
President, Kazuhiro Ogawa Accounting Office (current)
November 2004
Registered as a Certified Public Tax Accountant
June 2005
Outside Audit & Supervisory Board Member, the Company (retired in June 2009)
June 2008
Outside Audit & Supervisory Board Member, Tokyo Nissan Computer System Co.,
Ltd. (current)
June 2015
Outside Director, the Company (current)
July 2016
Outside Auditor, Hanatour Japan Co., Ltd. (current)
Yoshitomo Nagatsuka (March 30, 1965)(Career summary)
April 1996
Registered with Dai-Ichi Tokyo Bar Association
March 2010
Established the Nagatsuka Partners Law Office
July 2013
Outside Auditor, Nisshou Byoura Co., Ltd. (current)
June 2016
Outside Director, SANYU CONSTRUCTION CO., LTD. (current)
March 2021
Outside Auditor, Oncolys BioPharma Inc. (current)
June 2021
Outside Director, the Company (current)
September 2021
Partner Attorney, KOHWA SOHGOH LAW OFFICES (current)
Yuko Kariya (April 15, 1960)(Career summary)
April 1983
Joined Torii Pharmaceutical Co., Ltd.
June 1983
Registered as qualified pharmacist
June 2012
Executive Officer and Head of Pharmacovigilance & Quality Assurance Group, Torii
Pharmaceutical Co., Ltd.
June 2013
Director and Head of Pharmacovigilance & Quality Assurance Group, Torii
Pharmaceutical Co., Ltd.
March 2020
Full-time Advisor, Torii Pharmaceutical Co., Ltd.
July 2021
Research Promotion Advisor, Otolaryngology Department, School of Medicine,International University of Health and Welfare (current)
August 2021
External Member, Work-Life Balance Committee, Kyoto Prefectural University of
Medicine (current)
Koichi Sunayama (September 5, 1957)(Career summary)
April 1981
Joined The Fuji Bank, Limited (now Mizuho Bank, Ltd.)
August 2005
General Manager, Legal Department, Mizuho Bank, Ltd.
April 2010
Executive Officer; General Manager, Legal Department, Mizuho Bank, Ltd.
December 2012
Outside Audit & Supervisory Board Member, MARUYAMA MFG. CO., INC.
December 2015
Outside Director (Member of Audit & Supervisory Committee), MARUYAMA MFG.
CO., INC.
March 2020
Outside Director (Member of Audit & Supervisory Committee), KYOWA
ELECTRONIC INSTRUMENTS CO., LTD.
November 2020
Outside Director (Member of Audit & Supervisory Committee), BicCamera Inc.
(current)
There are no special interests between the above Independent Committee members and the Company. Outside
Directors Kazuhiro Ogawa and Yoshitomo Nagatsuka have been registered as independent officers with thefinancial instruments exchange on which the Company is listed. Further, the Company intends to registercandidate for outside Director Yuko Kariya and candidate for Outside Audit & Supervisory Board Member
Koichi Sunayama as independent officers with the same financial instruments exchange.

Overview of Gratis Allotment of Stock Acquisition Rights
1.

Shareholders eligible for the gratis allotment of stock acquisition rights and issuance conditions
One (1) stock acquisition right shall be newly allocated without payment for each common share of theCompany (excluding common shares owned by the Company) held by shareholders recorded in the final
shareholder register on the record date specified by the Company’s Board of Directors.

2.

Class and number of shares to be issued upon exercise of stock acquisition rights
The class of shares to be issued upon exercise of stock acquisition rights is the Company’s common shares.
The upper limit of the total number of shares to be issued upon exercise of stock acquisition rights will be
the number of shares obtained by subtracting the total number of the Company’s common shares
outstanding (excluding the Company’s common shares owned by the Company) from the total number of
the Company’s shares authorized to be issued on the date specified by the Board of Directors as the record
date. The number of shares to be issued upon exercise of each stock acquisition right shall be determined
separately by the Company’s Board of Directors. However, the Company shall make necessary adjustmentsin the case of a share split or reverse share split.

3.

Total number of stock acquisition rights to be issued
The total number of stock acquisition rights to be issued shall be determined separately by the Company’s
Board of Directors. The Company’s Board of Directors may allocate stock acquisition rights acrossmultiple occasions.

4.

Amount of assets to be contributed (the amount that should be paid in) upon exercise of each stockacquisition rightAmount of assets to be contributed (the amount that should be paid in) upon exercise of each stockacquisition right shall be one (1) yen or more, which shall be determined by the Company’s Board of
Directors.

5.

Restrictions on the transfer of stock acquisition rights
The acquisition of stock acquisition rights through the transfer of stock acquisition rights requires theapproval of the Company’s Board of Directors.

6.

Conditions for exercise of stock acquisition rights
Any person exercising their acquisition rights must not belong to any specified shareholder group withvoting rights equal or exceeding 20% (excluding those who have obtained the agreement of the Company’s
Board of Directors in advance). The details shall be determined separately by the Company’s Board of
Directors. However, the Company does not expect to provide any financial compensation for theacquisition of stock acquisition rights held by people who are not permitted to exercise stock acquisitionrights.

7.

Exercise period for stock acquisition rights, etc.
The Board of Directors shall separately determine the date on which the allocation of stock acquisitionrights take effect, the exercise period, conditions of acquisition, and other necessary matters. With respect
to the acquisition clause, the Company may stipulate a clause to the effect that the Company may acquire
stock acquisition rights held by persons other than those who are not permitted to exercise stock acquisitionrights due to the exercise conditions stipulated in 6. above and deliver the number of common shares of
the Company separately determined by the Board of Directors per one (1) stock acquisition right.

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Proposal 5:

Election of Two (2) Substitute Audit & Supervisory Board Members

The election of substitute Audit & Supervisory Board Member Takayoshi Saito and substitute Outside
Audit & Supervisory Board Member Kazuaki Kagohara, who were elected at the 114th Annual General
Meeting of Shareholders, will become invalid at the conclusion of this General Meeting of Shareholders.
Accordingly, we propose the election of two (2) substitute Audit & Supervisory Board Members.
The candidates for substitute Audit & Supervisory Board Member are as follows. Mr. Hiroshi Kato isa candidate for substitute non-Outside Audit & Supervisory Board Member and Kazuaki Kagohara is acandidate for Outside Audit & Supervisory Board Member in the event of a vacancy in any of the Outside
Audit & Supervisory Board Member positions.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
Name(Date of birth)

Hiroshi Kato
(November 22, 1962)

Kazuaki Kagohara(March 4, 1967)

Career summary and significant concurrent positions
March 1985
April 2006
October 2016
April 2022
October 2001

June 2011

June 2011
June 2015

Joined the Company
General Manager, Fukuoka Sales Office, Osaka
Branch, Steel Foil Sales Unit
Leader, Internal Control Office
Leader equivalent, Audit Office (current)
Established Kagohara Certified Public Accountant
OfficePresident, Kagohara Certified Public Accountant
Office (current)
Established Business Solutions Partners Co., Ltd.
(now Corporate Accounting Research Institute)
Representative Director, Corporate Accounting
Research Institute (current)
External Corporate Auditor, GL Sciences Inc.
External Director, Audit & Supervisory Committee
Member, GL Sciences Inc.

Number ofshares of theCompany held

00

Notes: 1. There are no special interests between the Company and each candidate.
2. The Company has a directors and officers liability insurance agreement with an insurancecompany as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The insurance willcompensate for damages, including legal damages and litigation expenses, to be borne by the
insureds. If each candidate assumes the office of Audit & Supervisory Board Member, they will
be covered under the said insurance.
3. Mr. Kazuaki Kagohara is a candidate for Substitute Outside Audit & Supervisory Board
Member and a candidate for independent officers according to the rule of the Tokyo Stock
Exchange (TSE).
4. The reasons for Mr. Kazuaki Kagohara’s nomination as a candidate for Outside Audit &Supervisory Board Member are that he is a person of great character and insight and that hehas a high level of expertise as a certified practicing accountant. The Company has determinedthat he will fully demonstrate his abilities in audits of the Company.

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