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

Securities code: 6282
Date of sending by postal mail: June 12, 2024
Start date of measures for electronic provision: May 31, 2024
To our shareholders:
Yoshikazu Sakairi,
President
OILES CORPORATION
8 Kirihara-cho, Fujisawashi, Kanagawa 252-0811,
Japan

Notice of the 73rd Ordinary General Meeting of Shareholders
We are pleased to announce the 73rd Ordinary General Meeting of Shareholders of OILES CORPORATION(the “Company”), which will be held as indicated below.
When convening this General Meeting of Shareholders, the Company takes measures for providing
information that constitutes the content of reference documents for the general meeting of shareholders, etc.
(matters for which measures for providing information in electronic format are to be taken) in electronic
format, and posts this information as “Notice of the 73rd Ordinary General Meeting of Shareholders” on thefollowing websites. Please access any of the websites by using the Internet address shown below to review
the information.
Company Website:
https://www.oiles.co.jp/en/ir/(Please access the above website.)
Informational materials for the General Meeting of Shareholders:
https://d.sokai.jp/6282/teiji/ (in Japanese only)
Tokyo Stock Exchange website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Access the TSE website by using the Internet address shown above, enter “OILES CORPORATION” in“Issue name (company name)” or the Company’s securities code “6282” in “Code,” and click “Search.” Then,click “Basic information” and select “Documents for public inspection/PR information.” Under “Filed
information available for public inspection,” click “Click here for access” under “[Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders Meeting].”)
You may exercise your voting rights in advance by electromagnetic means (via the Internet, etc.) or bypostal mail in lieu of in-person attendance. Please review the “Reference Documents for the General Meetingof Shareholders” below and exercise your voting rights by 5:30 p.m. on Wednesday, June 26, 2024.
[When exercising your voting rights by electromagnetic means (the Internet, etc.)]
Please read the Information about Exercising Your Voting Rights on pages 7 through 8* (in Japanese only)and enter your approval or disapproval of the proposals by the voting deadline as indicated above.
[When exercising your voting rights by postal mail]Please indicate your approval or disapproval of the proposals on the enclosed Voting Form and return theform to us so that it reaches us by the voting deadline as indicated above.

-1-1. Date and time
2. Venue

Thursday, June 27, 2024, at 10:00 a.m.
Multi-purpose hall, 4th floor of R&D Building, Fujisawa Head office
8 Kirihara-cho, Fujisawa-shi, Kanagawa 252-0811, Japan

3. Purposes
Matters to be reported
1. Business Report and Consolidated Financial Statements for the 73rd Term (from April 1, 2023 toMarch 31, 2024), as well as the results of audit of the Consolidated Financial Statements by the
Accounting Auditor and the Audit & Supervisory Board
2. Non-Consolidated Financial Statements for the 73rd Term (from April 1, 2023 to March 31, 2024)
Matters to be resolved
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Partial Amendments to the Articles of Incorporation
Proposal No. 3:
Election of Six (6) Directors Who Are Not Audit and Supervisory Committee
Members
Proposal No. 4:
Election of Three (3) Directors Who Are Audit and Supervisory Committee
Members
Proposal No. 5:
Election of One (1) Substitute Director Who Is an Audit and Supervisory
Committee Member
Proposal No. 6:
Determination of the Amount of Compensation for Directors Who Are Not Audit
and Supervisory Committee Members
Proposal No. 7:
Determination of the Amount of Compensation for Directors Who Are Audit andSupervisory Committee Members
Proposal No. 8:
Determination of Board Benefit Trust for Directors, Etc. Who Are Not Audit andSupervisory Committee Members
Proposal No. 9:
Continuation of the Company’s Policy for Responding to Large-Scale Purchasesof the Company’s Shares (Takeover Response Policy)
4. Matters to be decided at the time of convocation(1) In the event that voting rights were exercised via both the Internet and postal mail, the voting rights
exercised via the Internet will take precedence as the valid exercise of your voting rights. If voting
rights were exercised multiple times via the Internet, the last vote exercised will take precedence asa valid exercise of your voting rights.
(2) If no indication of approval or disapproval is made for each proposal on the Voting Form, it will betreated as an indication of approval.
(3) If a proxy attends the General Meeting of Shareholders, the proxy shall be one other shareholder of
the Company with voting rights in accordance with the provisions of Article 18 of the Articles ofIncorporation of the Company. In such an event, please note that the proxy will be required to submit
documentation proving his/her authority of representation.
When attending the meeting, please present the enclosed Voting Form at the reception desk. Also, please bring this Noticewith you.
Please note that Company personnel will be dressed in “cool-biz” style, or in suits without neckties on the day of themeeting.
No gifts will be provided to shareholders attending the General Meeting of Shareholders. We appreciate yourunderstanding.
Please refrain from taking any photographs or audio recordings in the venue using a camera, smartphone or mobile phone.

-Matters not included in the documents delivered to shareholders
In accordance with the amendment to the Companies Act, in principle, only shareholders who have accessed the websites
listed on page 1 and have made a request for the delivery of documents by the record date will be sent matters subject tomeasures for electronic provision. However, for this General Meeting of Shareholders, documents stating matters subject
to measures for electronic provision will be delivered to all shareholders regardless of whether they have made a request
for delivery of such documents.

-2-



Please note that the following matters among the matters subject to measures for electronic provision are posted on each
Internet website listed on page 1 in accordance with laws and regulations as well as Article 15 of the Company’s Articles
of Incorporation, and therefore are not included in the documents delivered to shareholders.
• “Main Business Content”; “Main Sales Branches and Plants”; “Employee Data”; “Information Regarding Major
Lenders”; “Other Important Matters Regarding the Current Status of the Corporate Group”; “Share Information”;“Information Regarding Stock Acquisition Rights, Etc.”; “Outline of the Contents of Liability Limitation Agreements”;“Outline, Etc. of the Contents of Liability Insurance Agreements for Officers”; “Information Regarding the Accounting
Auditor”; “Summary of Systems to Ensure the Adequate Business Operations and the Operation of Such Systems”;“Policy for Determining Dividends of Surplus, Etc.”; and “Basic Policy on Control of the Company,” as in the Business
Report.
• “Consolidated Statement of Changes in Shareholders’ Equity” and “Notes on Consolidated Financial Statements” as in
the Consolidated Financial Statements, as well as “Balance Sheet,” “Statement of Income,” “Statement of Changes inShareholders’ Equity,” and “Notes on Non-Consolidated Financial Statements” as in the Non-Consolidated Financial
Statements.
• “Accounting Audit Report on the Consolidated Financial Statements by the Accounting Auditor,” “Accounting Audit
Report on the Financial Statements by the Accounting Auditor,” and “Audit Report by the Audit & Supervisory Board”
as in the Audit Report.
Audit & Supervisory Board Members and the Accounting Auditor have audited the documents subject to audit, including
the above matters.
If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of
the matters before and after the revisions will be posted on each website listed on page 1.

* Please note that the material referred to is not included in the English translation and exists in the original
Japanese only.

-3-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1:

Appropriation of Surplus

Regarding year-end dividends for the 73rd Term, the Company proposes the following, taking into
consideration the business results for the current term as well as future business development, while adheringto the basic policy of stable and continuous dividend payments to shareholders:
1.
2.

3.

Types of dividend property
CashMatters concerning the allocation of dividend property and the total amount thereof
The Company proposes to set the dividend at ¥40 per common share.
In this case, the total dividend amount would be ¥1,238,248,160.
Effective dates of the dividend of surplus
The Company proposes to set the date to June 28, 2024.
Including the interim dividend, the annual dividend for the 73rd Term will be ¥75 per share.

<Reference>
Dividend Trends
Annual dividend
Total ¥75
(Planned)

107.8
39.1

33.2

43.7

41.8

45.6

49.6

40.0

41.5

55

55

42.2

(Yen)
5

50

50

50

50

25

25

25

25

25

25

25

25

25

25

25

25

64th Term
FY201465th Term
FY201566th Term
FY201667th Term
FY201768th Term
FY201869th Term
FY2019

50

50

50

25
0

Interim dividend (Yen)

Year-end dividend (Yen)◆Consolidated dividend payout ratio (%)

-4-

40

40
25

28

25

27

71st Term
FY2021

72nd Term
FY202225
15
70th Term
FY2020Commemorative dividend (Yen)35
73rd Term
FY2023(Planned)

Scheduled year-end dividend75Proposal No. 2:
Partial Amendments to the Articles of Incorporation
1. Reasons for amendment(1) In order to enable prompt management decision-making and business execution, to strengthen the
supervisory function of the Board of Directors by appointing Directors who are Audit andSupervisory Committee Members with the voting rights, etc., at Board of Directors meetings, and tofurther improve corporate governance, the Company will transition from a company with an Audit& Supervisory Board to a company with an Audit and Supervisory Committee. Accordingly, theCompany is making necessary changes, including the insertion of new provisions regarding the Audit
and Supervisory Committee and Audit and Supervisory Committee Members, the deletion ofprovisions regarding Audit & Supervisory Board Members, and the insertion of new provisions
regarding the delegation of key decisions concerning business execution. This amendment to the
Articles of Incorporation shall become effective at the conclusion of this General Meeting of
Shareholders.
(2) Article 2 (Purpose) of the current Articles of Incorporation will be amended to reflect the current
state of the Company’s business. (Proposed amendment to Article 2)(3) In order to be able to flexibly determine the location where the General Meeting of Shareholders isheld, Article 13, Paragraph 2 of the current Articles of Incorporation, which limits the location where
the General Meeting of Shareholders is held, will be deleted. (Proposed amendment to Article 13)(4) In order to enable Directors to perform their expected roles to the fullest extent, a provision
stipulating that Directors will be partially exempted from their liabilities within the scope of the law
by resolution of the Board of Directors will be inserted (Article 426, Paragraph 1 of the Companies
Act), and the scope of officers who can enter into liability limitation agreements will be changed(Article 427, Paragraph 1 of the Companies Act). The consent of each Audit & Supervisory Board
Member has been obtained for such insertions and changes. (Proposed amendment to Article 27)(5) In addition, we will revise the wording to reflect the above changes, as well as make other necessarychanges such as improving the wording.

-5-

2.

Details of the amendment
The details of the amendment are as follows:(Changes are indicated with underlines)
Current Articles of Incorporation

Proposed Amendments(Purpose)(Purpose)
Article 2
Article 2
The purpose of the Company shall be to engage in the
The purpose of the Company shall be to engage in thefollowing businesses.
following businesses.
1.–6.
(As currently written)
1.–6.
(Omitted)
7. Indemnity insurance and life insurance agency business(Deletion)
8. Lease and management of real estate
7. Lease and management of real estate
8. All business related to or incidental to the fields
9. All business related to or incidental to the fields
mentioned above
mentioned above(Bodies)(Bodies)
Article 4
Article 4
In addition to the General Meeting of Shareholders andIn addition to the General Meeting of Shareholders andDirectors, the Company shall have the following bodies.
Directors, the Company shall have the following bodies.
(1) Board of Directors(1) Board of Directors(2) Audit & Supervisory Board Members(Deletion)(3) Audit & Supervisory Board(2) Audit and Supervisory Committee(4) Accounting Auditor(3) Accounting Auditor(Convocation)(Convocation)
Article 13
Article 13
1. The Company’s Ordinary General Meeting of(As currently written)
Shareholders shall be convened within three months ofthe end of each fiscal year, and Extraordinary General
Meetings of Shareholders shall be convened whenevernecessary.
2. The General Meeting of Shareholders convened pursuant(Deletion)
to the preceding paragraph shall be held where the Head
Office is located, or an area adjacent thereto, or in
Fujisawa City, Kanagawa Prefecture.
(Matters to be Resolved at the General Meeting of(Matters to be Resolved at the General Meeting of
Shareholders)Shareholders)
Article 16
Article 16
1. The Company may pass resolutions at the General
1. The Company may pass resolutions at the General
Meeting of Shareholders regarding the introduction,
Meeting of Shareholders regarding the introduction,
amendment, continuation, or abolition of Measures toamendment, continuation, or abolition of the Policy for
Address Large-Scale Purchases of the Company’s Shares
Responding to Large-Scale Purchases of the Company’s(Takeover Defense Measures).
Shares.
2. The Company may make decisions regarding matters(As currently written)
related to the gratis allotment of stock acquisition rights
by resolution of the General Meeting of Shareholders or
by resolution of the Board of Directors mandated byresolution of the General Meeting of Shareholders, aswell as by resolution of the Board of Directors.
(Number of Members)(Number of Members)
Article 19
The Company shall have no more than ten (10) Directors.
(New insertion)(Method of Election)
Article 20(New insertion)

Article 19
1. The Company shall have no more than ten (10) Directors.
2. Of the Directors in the preceding paragraph, no morethan four (4) Directors shall be Audit and Supervisory
Committee Members.
(Method of Election)
Article 20
1. Directors shall be elected at the General Meeting of
Shareholders, distinguishing between those who are not
Audit and Supervisory Committee Members and those
who are Audit and Supervisory Committee Members.

-6-Current Articles of Incorporation
Proposed Amendments
1. Resolutions for electing Directors shall be approved by a 2.
(As currently written)
majority of the voting rights of shareholders present at a
General Meeting of Shareholders, who hold one-third or
more of the voting rights of shareholders who are entitled
to exercise their voting rights.
(As currently written)
2. Resolutions for the election of Directors of the Company 3.
shall not be by cumulative voting.
(New insertion)
4. If a substitute Director who is an Audit and Supervisory
Committee Member is selected, it shall be effective until
the start of the Ordinary General Meeting of Shareholders
for the last fiscal year ending within two (2) years of sucha resolution.
(Term of Office)(Term of Office)
Article 21
Article 21
The term of office for Directors shall expire at the
1. The term of office for Directors who are not Audit andconclusion of the Ordinary General Meeting of Shareholders
Supervisory Committee Members shall expire at theconclusion of the Ordinary General Meeting offor the last fiscal year ending within one (1) year of their
Shareholders for the last fiscal year ending within one (1)election.
year of their election.
(New insertion)
2. The term of office for Directors who are Audit andSupervisory Committee Members shall expire at theconclusion of the Ordinary General Meeting of
Shareholders for the last fiscal year ending within two (2)years of their election.
(New insertion)
3. The term of office for a Director who is an Audit andSupervisory Committee Member who has been elected asa substitute for a Director who is an Audit andSupervisory Committee Member who has retired before
the expiration of his/her term of office shall be until theterm of office of the Director who is an Audit andSupervisory Committee Member who has retired expires.
(Representative Directors and Directors with Special Titles) (Representative Directors and Directors with Special Titles)
Article 22
1. The Board of Directors shall select Representative
Directors by its resolution.

Article 22
1. The Board of Directors shall, by its resolution, select a
Representative Director from among Directors who are
not Audit and Supervisory Committee Members.
2. The Board of Directors may, by its resolution, appoint, in 2. The Board of Directors may, by its resolution, select one
addition to one (1) President, a Chairman, a Vice(1) President from among Directors who are not Audit
Chairman, a Vice-President, a Senior Managing Director,
and Supervisory Committee Members, as well as otherand a Managing Director as necessary.
Directors with Special Titles that the Board of Directors
deems necessary.
(Delegation of Key Decisions Concerning Business Execution
to Directors)(New insertion)
Article 25
Pursuant to the provisions of Article 399-13, Paragraph 6 of
the Companies Act, the Company may, by resolution of theBoard of Directors, delegate key decisions concerningbusiness execution (excluding matters listed in each item of
Paragraph 5 of the same Article), in whole or in part, to
Directors.

(Compensation, etc.)(Compensation, etc.)

Article 26
Article 25
Compensation for Directors, including bonuses and other
Compensation for Directors, including bonuses and otherfinancial benefits received from the Company asfinancial benefits received from the Company asconsideration for the execution of their duties (hereinafter
consideration for the execution of their duties (hereinafterreferred to as “Compensation, etc.”), shall be determined by referred to as “Compensation, etc.”), shall be determined byresolution of the General Meeting of Shareholders.
resolution of the General Meeting of Shareholders,
However, the details shall be determined by the Board of
distinguishing between those Directors who are not Audit
Directors.
and Supervisory Committee Members and those who are
Audit and Supervisory Committee Members. However, thedetails shall be determined by the Board of Directors.

-7-

Current Articles of Incorporation(Liability Limitation Agreements with Outside Directors)
Article 26(New insertion)

Proposed Amendments(Exemption of Liability for Directors)

Article 27
1. Pursuant to the provisions of Article 426, Paragraph 1 of
the Companies Act, the Company may, by resolution of
the Board of Directors, exempt Directors (including
former Directors) from liability for damages due toneglect of duties to the extent permitted by law.
Pursuant to Article 427, Paragraph 1 of the Companies Act, 2. Pursuant to Article 427, Paragraph 1 of the Companies
the Company may enter into an agreement with outside
Act, the Company may enter into an agreement with
Directors to limit their liability for damages due to neglect of
Directors (excluding those who are executive directors)
duties. However, the maximum amount of liability based on
to limit their liability for damages due to neglect ofsuch agreements shall be the amount stipulated by law.
duties. However, the maximum amount of liability basedon such agreements shall be the amount stipulated bylaw.
(Convening Authority and Chairperson)(Convening Authority and Chairperson)
Article 28
Article 27(As currently written)
1. Unless otherwise provided by law, Board of Directors
meetings shall be convened and chaired by the
Representative Director.
2. If there is more than one Representative Director, or if
the Representative Director is unable to act, theprocedure shall be in accordance with the orderpreviously determined by the Board of Directors.
(New insertion)(Notice of Convocation)2.

(As currently written)

3. Notwithstanding the provisions of the preceding two
paragraphs, Audit and Supervisory Committee Members
designated by the Audit and Supervisory Committee may
convene Board of Directors meetings.
(Notice of Convocation of Board of Directors Meetings)

Article 28
Article 29
1. Notice of convocation of a Board of Directors meeting
1. Notice of convocation of a Board of Directors meetingshall be issued to each Director and Audit & Supervisory
shall be issued to each Director at least three (3) days
Board Member at least three (3) days before the meeting
before the meeting date. However, if there is an urgent
need, this period may be shortened.
date. However, if there is an urgent need, this period may
be shortened.
2. A Board of Directors meeting may be held without
2. A Board of Directors meeting may be held without
following the procedures for convening a meeting if all
following the procedures for convening a meeting if all
Directors and Audit & Supervisory Board Members give
Directors give their unanimous consent.
their unanimous consent.
(Method of Resolution for Board of Directors Meetings)(Method of Resolution)
Article 30
Article 29(As currently written)
1. Resolutions of the Board of Directors shall be approvedby a majority vote in the presence of a majority of
Directors who are eligible to take part in voting.
(New insertion)

2. Directors who have a special interest in the resolution set
forth in the preceding paragraph may not take part in thevoting.
2. Regarding matters to be resolved at Board of Directors
3. When a Director makes a proposal regarding a mattermeetings, the Company shall deem there to have been athat is the object to be resolved at the Board of Directors
resolution by the Board of Directors approving of ameeting, the Company shall deem there to have been amatter to be resolved, if all Directors (limited to thoseresolution by the Board of Directors approving of the
who are eligible to take part in voting on that matter to be
proposal, if all Directors (limited to those who areresolved) have expressed their consent in writing or by
eligible to take part in voting on that matter) haveelectronic records. However, this shall not apply if an
expressed their consent in writing or by electronic
Audit & Supervisory Board Member expresses anrecords regarding that proposal.
objection regarding the matter to be resolved.
(Board of Directors Regulations)(Board of Directors Regulations)
Article 31
Article 30
Matters concerning the Board of Directors shall be subject tothe Board of Directors Regulations established by the Boardof Directors, unless otherwise provided by law or these
Articles of Incorporation.

-8-(As currently written)

Current Articles of Incorporation

Proposed Amendments

Chapter 5
Audit & Supervisory Board Members and the Audit &Supervisory Board(Number of Members)

Chapter 5
Audit and Supervisory Committee

Article 31
The Company shall have no more than four (4) Audit &Supervisory Board Members.

(Deletion)(Method of Election)
Article 32
1. Resolutions for electing Audit & Supervisory Board
Members shall be approved by a majority of the voting
rights of shareholders present at a General Meeting of
Shareholders, who hold one-third or more of the voting
rights of shareholders who are entitled to exercise theirvoting rights.
2. The Audit & Supervisory Board shall select full-time
Audit & Supervisory Board Members from among the
Audit & Supervisory Board Members.

(Deletion)(Full-time Audit and Supervisory Committee Members)
Article 32
The Audit and Supervisory Committee may select full-time
Audit and Supervisory Committee Members by its
resolution.

(Term of Office)
Article 33
1. The term of office for Audit & Supervisory Board
Members shall expire at the conclusion of the Ordinary
General Meeting of Shareholders for the last fiscal year
ending within four (4) years of their election.
2. The term of office for an Audit & Supervisory Board
Member who has been elected as a substitute for an Audit& Supervisory Board Member who has retired before theexpiration of his/her term of office shall be until the termof office of the Audit & Supervisory Board Member who
has retired expires.
(Compensation, etc.)
Article 34
Compensation, etc. for Audit & Supervisory Board Members
shall be determined by resolution of the General Meeting of
Shareholders. However, the details shall be determined bydiscussion among Audit & Supervisory Board Members.

(Deletion)(Deletion)(Deletion)(Exemption of Liability for Outside Audit & Supervisory Board
Members)
Article 35
Pursuant to Article 427, Paragraph 1 of the Companies Act,
the Company may enter into an agreement with outside
Audit & Supervisory Board Members to limit their liability
for damages due to neglect of duties. However, themaximum amount of liability based on such agreements
shall be the amount stipulated by law.

(Deletion)(Convening Authority and Chairperson)
Article 36
1. Audit & Supervisory Board meetings shall be convened
by Audit & Supervisory Board Members designated inadvance by the Audit & Supervisory Board. However,meetings may be convened by other Audit & Supervisory
Board Members if necessary.
2. The person who has convened the Audit & Supervisory
Board meeting pursuant to the preceding paragraph shallserve as its chairperson.

-9-(Deletion)(Deletion)

Current Articles of Incorporation

Proposed Amendments(NoticeofConvocationof Audit and Supervisory Committee(Notice of Convocation)
Meetings)
Article 33
Article 37
1. Notice of convocation of an Audit & Supervisory Board 1. Notice of convocation of an Audit and Supervisory
meeting shall be issued to each Audit & Supervisory
Committee meeting shall be issued to each Audit andBoard Member at least three (3) days before the meeting
Supervisory Committee Member at least three (3) days
date. However, if there is an urgent need, this period may
before the meeting date. However, if there is an urgent
be shortened.
need, this period may be shortened.
2. An Audit & Supervisory Board meeting may be held
2. An Audit and Supervisory Committee meeting may be
without following the procedures for convening aheld without following the procedures for convening ameeting if all Audit & Supervisory Board Members givemeeting if all Audit and Supervisory Committee
their unanimous consent.
Members give their unanimous consent.
(Methodof Resolution for Audit and Supervisory Committee(Method of Resolution)
Meetings)
Article 38
Article 34
1. Resolutions of the Audit and Supervisory Committee
Resolutions of the Audit & Supervisory Board shall beshall be approved by a majority vote in the presence of aapproved by a majority vote of the Audit & Supervisory
majority of Audit and Supervisory Committee Members
Board Members, unless otherwise provided by law.
who are eligible to take part in voting.
(New insertion)
2. Audit and Supervisory Committee Members who have a
special interest in the resolution set forth in the preceding
paragraph may not take part in the voting.
(Audit and Supervisory Committee Regulations)(Audit & Supervisory Board Regulations)
Article 39
Article 35
Matters concerning the Audit & Supervisory Board shall be Matters concerning the Audit and Supervisory Committee
subject to the Audit & Supervisory Board Regulations
shall be subject to the Audit and Supervisory Committee
established by the Audit & Supervisory Board, unless
Regulations established by the Audit and Supervisory
otherwise provided by law or these Articles of Incorporation. Committee, unless otherwise provided by law or these
Articles of Incorporation.
Articles 40 to 43(Omitted)
Articles 36 to 39(As currently written)(New insertion)
Supplementary Provisions(Transitional Measures Regarding the Exemption of Liability
for Audit & Supervisory Board Members)(New insertion)
Article 1
Pursuant to the provisions of Article 426, Paragraph 1 of theCompanies Act, the Company may, by resolution of theBoard of Directors, exempt former Audit & Supervisory
Board Members from liability for damages due to neglect of
duties to the extent permitted by law.

- 10 -

Proposal No. 3:

Election of Six (6) Directors Who Are Not Audit and Supervisory Committee Members

If Proposal No. 2, “Partial Amendments to the Articles of Incorporation,” is approved as proposed, theCompany will transition to a company with an Audit and Supervisory Committee, and the terms of office ofall six (6) Directors will expire at the time the amendments to the Articles of Incorporation come into effect.
Accordingly, the Company proposes the election of six (6) Directors who are not Audit and Supervisory
Committee Members, including two (2) outside Directors. If this proposal and Proposal No. 4, “Election ofThree (3) Directors Who Are Audit and Supervisory Committee Members,” are approved as proposed, theBoard of Directors will consist of four (4) independent outside Directors (one of whom will be a female
Director), with independent outside Directors making up over one-third of the total. The selection ofcandidates for Directors who are not Audit and Supervisory Committee Members is conducted by the Boardof Directors, which determines each candidate based on anticipated skills and the nomination policy andprocedures, and after receiving findings from a voluntary Nominating Committee, the majority of which are
independent outside Directors. This proposal will become effective on the condition that Proposal No. 2,“Partial Amendments to the Articles of Incorporation,” is approved as proposed, and that the amendments to
the Articles of Incorporation come into effect by the resolution of said Proposal. The candidates for Directors
who are not Audit and Supervisory Committee Members are as follows, and matters concerning eachcandidate are available on pages 12 through 17.
List of Candidates for Director who is not an Audit and Supervisory Committee Member
Candidate
No.

1

Name

Reelection

Allocated responsibilities are stated in square parentheses.
Board ofTerm asCurrent position and responsibilities
Directors
Director4
in the Company
meeting
attendance1

Masami Iida

Chairman, Chairperson of the Board of
Directors[Overall Management]

100%(17/17times)

13 years

100%(17/17times)

2 years2

Reelection

Yoshikazu Sakairi

President, Chief Operating Officer,
Nominating Committee member3,
Compensation Committee member3[Overall Management, R&D]

3

Reelection

Kazuharu Tanabe

Director[Overall Business, Quality Assurance,
SDGs]

100%
(17/17times)

8 years

4

New
election

Misao Yoneyama

Operating Officer, General Manager ofCorporate Planning & Administrative
Division–%(-/- times)–

5

Reelection
Independent
OutsideYasuji Omura

Outside Director (Independent officer)
Special Committee member2,
Nominating Committee Chairperson3,
Compensation Committee Chairperson3

100%(17/17times)

4 years

6

Reelection
Independent
OutsideRika Miyagawa

Outside Director (Independent officer),Special Committee member2,
Nominating Committee member3,
Compensation Committee member3

100%(17/17times)

3 years*1: Board of Directors meeting attendance refers to attendance in Board of Directors meetings held during FY 2023 (April 1,
2023 to March 31, 2024).
*2: Members of the Special Committee for “Policy for Responding to Large-Scale Purchase of the Company’s Shares(Takeover Response Policy)”*3: The Company is a company with an Audit & Supervisory Board, but has established a voluntary Nominating Committee
and Compensation Committee as consultative bodies to the Board of Directors. At the Board of Directors meeting held on
March 27, 2024, a resolution was passed to change the Chairperson of the Nominating Committee from Masami Iida to
Yasuji Omura, and to change a Nominating Committee member and Compensation Committee member from Masami Iida
to Yoshikazu Sakairi, effective April 1, 2024.
*4: Period at the conclusion of this General Meeting of Shareholders.

- 11 -

Candidate
No.

1

Name
(Date of birth)

Masami Iida
(Date of Birth: February
24, 1957)
Age: 67
Male

Career summary and position/responsibilities in the
Company (significant concurrent positions)
April 1979

Joined the Company

December
2003

Plant Manager, Shiga Plant, Production
Division

June 2006

Operating Officer, Plant Manager, Shiga Plant,
Production Division

October
2006

Operating Officer, Vice-Division Manager of
Production Division

June 2009

Operating Officer, Vice-Division Manager of
Bearing Division

June 2010

Senior Operating Officer, Vice-Division
Manager of Bearing Division

June 2011

Director, Senior Operating Officer, ViceDivision Manager of Bearing Division

July 2011

Director, Senior Operating Officer, Division
Manager of Bearing Division 1

April 2013

Director, Senior Operating Officer, ViceGeneral Manager of Corporate Planning &Administrative Division

January
2014

Director, Senior Operating Officer, General
Manager of Production Innovation Center

April 2015

Director, Senior Operating Officer, General
Manager of Corporate Planning &Administrative Division

June 2016

Director, Managing Operating Officer, General
Manager of Corporate Planning &Administrative Division

June 2017

President, Chief Operating Officer

April 2024

Chairman (current position)

Reelection
Term as Director
13 years
FY 2023 Board of
Directors meeting
attendance
100% (17/17 times)

Number of theCompany’s
shares owned

30,509[Reason for selection as candidate for Director who is not an Audit andSupervisory Committee Member, and overview of expected role]
Masami Iida has broad and abundant experience and advanced knowledge
gained through his responsibilities as not only the on-site manager of the
production department, but also as leader of the Bearing Department andCorporate Planning Department. The Company expects that he can contributeto the management of the Company, based on his experience as the Presidentof the Company and his resolute handling of the Corporate Group’s
management priorities including the Medium-Term Management Plan thatbegan in FY 2021. For such reasons, the Company has determined that he isqualified for the position of Director who is not an Audit and Supervisory
Committee Member, and hereby requests his reelection.

- 12 -

Candidate
No.

Name
(Date of birth)

Career summary and position/responsibilities in the
Company (significant concurrent positions)
April 1989

Joined the Company

April 2014

Department Manager of Engineering & Design
Dept., Bearing Division 2

Number of theCompany’s
shares owned

March 2016 President of Oiles India Private Limited

2

June 2018

Operating Officer, President of Oiles India
Private Limited

October
2018

Operating Officer, Department Manager ofCorporate Strategy Dept., Corporate Planning& Administrative Division

April 2019

Operating Officer, General Manager ofPlanning Control, Department Manager ofCorporate Strategy Dept., Corporate Planning& Administrative Division

April 2021

Senior Operating Officer, General Manager ofPlanning Control, Department Manager ofCorporate Strategy Dept., Corporate Planning& Administrative Division

April 2022

Senior Operating Officer, General Manager ofCorporate Planning & Administrative Division,
General Manager of Planning Control,
Department Manager of Corporate Strategy
Dept., Corporate Planning & Administrative
Division

June 2022

Director, Senior Operating Officer, General
Manager of Corporate Planning &Administrative Division, General Manager ofPlanning Control, Department Manager ofCorporate Strategy Dept., Corporate Planning& Administrative Division

April 2023

Director, Operating Officer, General Manager
of Corporate Planning & Administrative
Division,
General Manager of Planning Control,
Department Manager of Corporate Strategy
Dept., Corporate Planning & Administrative
Division

October
2023

Director, Operating Officer, General Manager
of Corporate Planning & Administrative
Division, General Manager of Planning
Control

April 2024

President, Chief Operating Officer (current
position)

Yoshikazu Sakairi(Date of Birth: August 10,
1966)
Age: 57
Male
Reelection
Term as Director
2 years
FY 2023 Board of
Directors meeting
attendance
100% (17/17 times)

7,666[Reason for selection as candidate for Director who is not an Audit andSupervisory Committee Member, and overview of expected role]
Yoshikazu Sakairi has broad and abundant experience and advanced
knowledge gained through his experience as the manager in charge ofengineering & design in the Automotive Department of the Bearing Division,as President of a subsidiary in India, and as the manager in charge of the
Corporate Strategy Department and Corporate Planning Department. The
Company expects that he can exercise strong leadership that produces results,
steadily implementing the new Medium-Term Management Plan starting in
FY 2024 and resolutely handling the Corporate Group’s management
priorities. For such reasons, the Company has determined that he is qualified
for the position of Director who is not an Audit and Supervisory Committee
Member, and hereby requests his reelection.

- 13 -

Candidate
No.

3

Name
(Date of birth)

Career summary and position/responsibilities in the
Company (significant concurrent positions)
April 1986

Joined the Company

June 1999

President, Oiles Tribomet GmbH(current Oiles Deutschland GmbH)

June 2008

Department Manager of Corporate Strategy
Dept., Management Planning Division

April 2010

Plant Manager, Shiga Plant, Production
Division

June 2011

Operating Officer, Plant Manager, Shiga Plant,
Production Division

May 2013

Operating Officer, President of OILES ECOCORPORATION

June 2015

Senior Operating Officer, President of OILESECO CORPORATION

June 2016

Director, Senior Operating Officer,
President of OILES ECO CORPORATION

April 2017
Kazuharu Tanabe(Date of Birth: September
April 2021
19, 1962)

Director, Senior Operating Officer, Division
Manager of Damping & Isolation Division

Age: 61
Male
Reelection
Term as Director
8 years
FY 2023 Board of
Directors meeting
attendance
100% (17/17 times)

April 2023

Number of theCompany’s
shares owned

29,518

Director, Managing Operating Officer,
Division Manager of Bearing Division
Director (current position)[Reason for selection as candidate for Director who is not an Audit andSupervisory Committee Member, and overview of expected role]
Kazuharu Tanabe has extensive experience as President of a subsidiary inEurope and in leadership roles in the Corporate Strategy Department and at
production sites. In addition, his broad and abundant experience and highlevel of ability and insight gained through leadership roles as President of
OILES ECO CORPORATION in the Architectural Devices Business
Department and leadership roles in the Damping & Isolation Department andthe Bearing Department have greatly contributed to such departments’enhancement of structure and the strengthening of business foundation andcorporate value. Based on such experiences, the Company expects that he cancontribute to the management of the Company. For such reasons, theCompany has determined that he is qualified for the position of Director who
is not an Audit and Supervisory Committee Member, and hereby requests his
reelection.

- 14 -

Candidate
No.

Name
(Date of birth)

Career summary and position/responsibilities in the
Company (significant concurrent positions)January
2018

Joined the Company, Department Manager ofGeneral Affairs Dept., Corporate Planning &Administrative Division

April 2021

Operating Officer, Department Manager ofGeneral Affairs Dept., Corporate Planning &Administrative Division

April 2024

4

Misao Yoneyama(Date of Birth: April 20,
1963)
Age: 61
Male

Number of theCompany’s
shares owned

2,099

Operating Officer, General Manager ofCorporate Planning & Administrative Division(current position)[Reason for selection as candidate for Director who is not an Audit andSupervisory Committee Member, and overview of expected role]
Misao Yoneyama possesses expertise and a wealth of knowledge in the fields
of corporate governance and sustainability based on his experience as the
manager in charge of the General Affairs Department, as well as a deep
understanding of the corporate financial planning field, and has been actively
promoting IR and SR activities. Based on such experience and abilities, theCompany has determined that he is qualified for the position of Director who
is not an Audit and Supervisory Committee Member, and hereby requests hiselection.

Newelection
Term as Director- years
FY 2023 Board of
Directors meeting
attendance- % (-/- times)- 15 -

Candidate
No.

Name
(Date of birth)

Yasuji Omura(Date of Birth: February
14, 1954)5
Age: 70
Male

Career summary and position/responsibilities in the
Company (significant concurrent positions)
April 1979

Joined Mitsui Petrochemical Industries Ltd.
(current Mitsui Chemicals, Inc.)

June 2005

Executive Officer, Business Sector General
Manager of Basic Chemicals Planning &Coordination Division, and Business Sector
General Manager of Raw Materials Purchasing
Division

June 2009Managing Director, General Manager ofCorporate Planning Division, andRepresentative in China

June 2011

Senior Managing Director, responsible forcorporate planning/new businesspromotion/responsible care

April 2013

Representative Director, Executive Vice
President, Executive of Production &Technology Center and responsible for
SCM/logistics/purchasing

June 2016

Executive Vice President and Business Sector
President of Basic Materials Business Sector

April 2018

Special Assistant to the President andresponsible for Vietnam Project

April 2019

Special Counselor

April 2020

Counselor (resigned in June 2020)

June 2020

Outside Director of the Company (current
position)

June 2021

Outside Director of Gun Ei Chemical Industry
Co., Ltd. (current position)

Reelection
Independent
OutsideTerm as Director
4 years
FY 2023 Board of
Directors meeting
attendance
100% (17/17 times)

Number of theCompany’s
shares owned

2,334[Reason for selection as candidate for outside Director who is not an
Audit and Supervisory Committee Member, and overview of expectedrole]
Yasuji Omura has provided timely and appropriate opinions andrecommendations based on his extensive knowledge and experience as acorporate officer in management for many years and expressed the opinions
and advice at meetings of the Board of Directors, and as member of thevoluntary Nominating Committee and Chairman of the Compensation
Committee, he attended all such committee meetings held during the fiscal
year under review. Based on the above experience and knowledge, hecontributes to strengthening the supervisory function of the Company’s
management, while ensuring and improving the fairness of the Company’s
management. The Company has thus determined that the Company can
expect him to provide useful opinions and advice on the management of the
Corporate Group as an outside Director who is not an Audit and Supervisory
Committee Member, and the Company hereby requests his reelection.

- 16 -

Candidate
No.

Name
(Date of birth)

Career summary and position/responsibilities in the
Company (significant concurrent positions)
April 1983

Joined Fujitsu Micon Systems Co., Ltd.

April 1985

Joined Fujitsu OA Co., Ltd.

November
1989

Joined “K” LINE AIR SERVICE, LTD.
(current “K” LINE LOGISTICS, LTD.)

July 2013

General Manager, Business Process
Improvement Division and General Manager,
Internal Audit Division

July 2014

General Manager, Business Process
Improvement Division

June 2016

Director (responsible for Business Process
Improvement Division, Information System
Department) (resigned in June 2019)

Rika Miyagawa(Date of Birth: August 26,
June 2021
1960)
6

Age: 63
FemaleReelection
Independent
OutsideTerm as Director
3 years
FY 2023 Board of
Directors meeting
attendance
100% (17/17 times)

Number of theCompany’s
shares owned

24,000Outside Director of the Company (current
position)[Reason for selection as candidate for outside Director who is not an
Audit and Supervisory Committee Member, and overview of expectedrole]
Rika Miyagawa has a high level of expertise and extensive knowledge andexperience in the field of information systems, including knowledge andexperience in management as a corporate officer and the development of legal
compliance systems. In addition to the opinions and advice she has expressedat Board of Directors meetings, the Company believes that her experience andinsight will contribute to strengthening governance in terms of DX and HR.
In addition, as a member of the voluntary Nominating and Compensation
Committees, she attended all such committee meetings held during the fiscal
year under review and provided timely and appropriate opinions andsuggestions. The Company has thus determined that the Company can expect
her to provide useful opinions and advice on the management of the
Corporate Group as an outside Director who is not an Audit and Supervisory
Committee Member, and the Company hereby requests her reelection.

(Notes) 1. There is no special interest between each candidate and the Company.
2. Matters concerning the candidates for outside Director who is not an Audit and Supervisory Committee Member
are as follows:(1) Candidates Yasuji Omura and Rika Miyagawa are candidates for outside Director who is not an Audit andSupervisory Committee Member. As of the time of conclusion of this General Meeting of Shareholders, theyears that each candidate who is currently an outside Director has held office as outside Director are four (4)years for Yasuji Omura and three (3) years for Rika Miyagawa.
(2) Neither candidate is scheduled to receive, nor has ever received in the past two years, any large amounts ofmoney or other assets from the Company or any entity in a special relationship with the Company.
(3) Neither candidate is a spouse, relative within the third degree of relationship, or other similar person of abusiness executive of the Company or an entity in a special relationship with the Company.
(4) Neither candidate has ever been a business executive of the Company or any entity in a special relationshipwith the Company in the past 10 years.
(5) If the two candidates are elected, the Company will continue its agreement entered into with both persons tolimit their liability for damages under Article 423, Paragraph 1 of the Companies Act up to the minimum
liability amount stipulated in Article 425, Paragraph 1 of said Act, in accordance with the provisions of Article
427, Paragraph 1 of said Act and Article 27 of the Articles of Incorporation of the Company as amended by
Proposal No. 2, submitted to this General Meeting of Shareholders.
(6) The Company has registered both persons as independent officers as stipulated by the Tokyo Stock Exchange.
If the two candidates are elected, the Company will continue to appoint both as independent officers.
3. The Company has entered into an officers’ liability insurance policy with an insurance company pursuant to Article
430-3, Paragraph 1 of the Companies Act. The policy covers compensation for damages, litigation costs, etc. forinsured persons, including the Company’s Directors who are not Audit and Supervisory Committee Members. If
each candidate is elected and assumes office as a Director who is not an Audit and Supervisory Committee Member,he/she will be insured under the policy. The insurance policies are scheduled to be renewed under the same terms
and conditions at the next renewal.

- 17 -

Proposal No. 4: Election of Three (3) Directors Who Are Audit and Supervisory Committee Members
If Proposal No. 2, “Partial Amendments to the Articles of Incorporation,” is approved as proposed, theCompany will transition to a company with an Audit and Supervisory Committee, and the terms of office of
all four (4) Audit & Supervisory Board Members will expire at the time the amendments to the Articles ofIncorporation come into effect. Accordingly, the Company proposes the election of three (3) Directors who
are Audit and Supervisory Committee Members, including two (2) outside Directors. The selection ofcandidates for Directors who are Audit and Supervisory Committee Members is conducted by the Board of
Directors, which determines each candidate based on anticipated skills and the nomination policy andprocedures, and after receiving findings from a voluntary Nominating Committee, the majority of which are
independent outside Directors. This proposal will become effective on the condition that Proposal No. 2,“Partial Amendments to the Articles of Incorporation,” is approved as proposed, and that the amendments to
the Articles of Incorporation come into effect by the resolution of said Proposal. Regarding this proposal, inview of the purpose of Article 344-2, Paragraph 1 of the Companies Act, the consent of the Audit &Supervisory Board has been obtained in lieu of the consent of the Audit and Supervisory Committee that is
stipulated in said Paragraph. In addition, following the transition to a company with an Audit and Supervisory
Committee, the Audit and Supervisory Committee will consist of fewer members compared to the four (4)members that made up the Audit & Supervisory Board. However, we have established a system that will
enable us to maintain and promote an appropriate audit system, by further strengthening the Company’s audit
system through such measures as cooperation with the internal audit department. The candidates for Director
who is an Audit and Supervisory Committee Member are as follows, and matters concerning each candidate
are available on pages 19 through 22.
List of Candidates for Director who is an Audit and Supervisory Committee Member

Candidate
No.

1

2

3

Name

New
election

Allocated responsibilities are stated in square parentheses.
Attendance1
Term3
As
Audit &
Audit &
Current position and responsibilities Board ofSuperSupervisoryAsin the Company
Directors
Board
Director visory
meetings
Boardmeetings
Member[Overall Business, Procurement,

100%(17/17

Internal Control]

times)

Director
Satoshi Miyazaki-%
6 years(-/- times)

Outside Audit & Supervisory

100%

100%

OutsideBoard Member,Special Committee member2(17/17times)(14/14times)New
election

Outside Audit & Supervisory100%(13/13100%(10/10NewelectionIndependent

Independent

Tatsuhiro Maeda

Takeo Sakakibara

Board Member－－

6 years－

1 yeartimes)
times)
1: Attendance records for Board of Directors meetings and Audit & Supervisory Board meetings refer to attendance in Boardof Directors meetings and Audit & Supervisory Board meetings held in FY 2023 (from April 1, 2023 to March 31, 2024).
Takeo Sakakibara assumed office on June 29, 2023 (the day of the 72nd Ordinary General Meeting of Shareholders), andthus the number of meetings subject to his attendance differs from that of other candidates for Directors who are Audit andSupervisory Committee Members.
2: Members of the Special Committee for “Policy for Responding to Large-Scale Purchase of the Company’s Shares(Takeover Response Policy)”
3: Period at the conclusion of this General Meeting of Shareholders.
Outside- 18 -

Candidate
No.

1

Name
(Date of birth)

Career summary and position/responsibilities in the
Company (significant concurrent positions)
July 2013

Joined the Company, Department Manager
of Financial & Accounting Dept.,
Corporate Planning & Administrative
Division

April 2015

Vice-General Manager of Corporate
Planning & Administrative Division,
Department Manager of Financial &Accounting Dept.

June 2015

Operating Officer, Vice-General Manager
of Corporate Planning & Administrative
Division, Department Manager ofFinancial & Accounting Dept.

June 2017
Satoshi Miyazaki(Date of Birth: November
20, 1960)

Senior Operating Officer, General
Manager of Corporate Planning &Administrative Division

June 2018

Age: 63
Male

Director, Senior Operating Officer,
General Manager of Corporate Planning &Administrative Division

April 2021

New
election

Director, Managing Operating Officer,
Division Manager, Damping & Isolation
Division

April 2023

Director (current position)

Number of theCompany’s
shares owned

8,702[Reason for selection as candidate for Director who is an Audit andTerm as Director
Supervisory Committee Member, and overview of expected role]
6 years
Satoshi Miyazaki is highly knowledgeable in the fields of finance and
FY 2023 Board of Directors accounting, as well as capital policy. His abundant experience and high levelof ability and insight gained through leadership roles in the Corporate
meeting attendance
Planning Department and the Damping & Isolation Department has greatly
100% (17/17 times)
contributed to such departments’ enhancement of structure and thestrengthening of business foundation and corporate value. Based on such
FY 2023 Audit &Supervisory Board meeting experience and abilities, the Company has determined that he canappropriately audit the legality and appropriateness of business execution,
attendance recordand contribute to the strengthening of corporate governance from an-% (-/- times)
objective and neutral perspective, and the Company hereby requests hiselection as a Director who is an Audit and Supervisory Committee Member.

- 19 -

Candidate
No.

Name
(Date of birth)

Career summary and position/responsibilities in the
Company (significant concurrent positions)
October1989

Number of theCompany’s
shares owned

Joined Tohmatsu Awoki & Sanwa (current
Deloitte Touche Tohmatsu LLC) (resigned
in December 2006)

August 1994 Registered Certified Public Accountant
February
2007

Registered Tax Accountant

July 2015

Outside Auditor, Nippon View Hotel Co.,Ltd.
(resigned in September 2019)

June 2018

2,200

Outside Audit & Supervisory Board
Member of the Company (current
position)[Significant concurrent positions]Tatsuhiro Maeda(Date of Birth: April 21,
1961)
2

January
2007

Representative of Tatsuhiro Maeda
Certified Public Accounting Office (current
position)[Reason for selection as candidate for outside Director who is an Audit
and Supervisory Committee Member, and overview of expected role]
Although Tatsuhiro Maeda has no experience of being involved in corporate
management other than as an outside officer, he is involved in the practice ofNew
corporate accounting as a certified public accountant, and has extensive
electionexperience and advanced knowledge regarding corporate accounting. Also,
the Company has determined that, based on his opinions voiced at Board of
Independent
Directors meetings and other important meetings up till now that have been
Outsideaimed at ensuring the legality and appropriateness of decision-making
mainly from his professional perspective as a certified public accountant, he
Term as Audit &will be able to contribute to the strengthening of corporate governance fromSupervisory Board Member an objective and neutral perspective, and the Company hereby requests his
6 years
election as a Director who is an Audit and Supervisory Committee Member.
Age: 63
Male

FY 2023 Board of Directors
meeting attendance
100% (17/17 times)
FY 2023 Audit &Supervisory Board meeting
attendance record
100% (14/14 times)- 20 -

Candidate
No.

Name
(Date of birth)

Career summary and position/responsibilities in the
Company (significant concurrent positions)
April 1983

Joined Lion Corporation

March 2006

Director of Corporate Planning
Department

Number of theCompany’s
shares owned

January 2008 Director of Living Care Business
Department, Household Products Division
January 2010 Executive Officer, Executive General
Manager of Health Care Products Division
January 2012 Executive Officer, President of Lion
Trading Co., Ltd.
January 2016 Executive Officer, Assistant to the
President
March 2016

Takeo Sakakibara(Date of Birth: November
22, 1960)

3

March 2017

Director, Senior Executive Officer,
Responsible for Risk Management,
Corporate Planning Department, Finance
Department, Consumer Service Center,
Pharmaceutical Affairs and Quality
Assurance Department, and Legal
Department (resigned in March 2022)

June 2022

Outside Director of COMANY INC.
(current position)

December
2022

Advisor of DAC Holdings Co., Ltd.
(current position)

June 2023

Outside Audit & Supervisory Board
Member of the Company (current
position)

Age: 63
Male
New
electionIndependent
OutsideTerm as Audit &Supervisory Board Member
1 yearDirector, Executive Officer, Responsible
for Risk Management,
Corporate Planning Department, Finance
Department, Consumer Service Center,
Pharmaceutical Affairs and Quality
Assurance Department, and Legal
Department

219[Significant concurrent positions]Representative of Takeo Sakakibara Tax
FY 2023 Board of Directors September
2002
Accountant Office (current position)
meeting attendance
100% (13/13 times)[Reason for selection as candidate for outside Director who is an Audit
and Supervisory Committee Member, and overview of expected role]
FY 2023 Audit &Takeo Sakakibara has the knowledge and experience gained from many
Supervisory Board meeting years as a corporate officer responsible for management, as well as a highattendance record
level of expertise and extensive knowledge regarding corporate accounting.
100% (10/10 times)
In addition, he has provided timely and appropriate opinions and suggestions
at Board of Directors meetings and other important meetings up till now
from a management and marketing perspective. Therefore, the Company has
determined that he will be able to contribute to the strengthening ofcorporate governance from an objective and neutral perspective, and theCompany hereby requests his election as a Director who is an Audit andSupervisory Committee Member.
(Notes) 1. There is no special interest between each candidate and the Company.
2. If candidate Satoshi Miyazaki is elected, the Company will enter into an agreement with said candidate to limit
his liability for damages under Article 423, Paragraph 1 of the Companies Act up to the minimum liability amountstipulated in Article 425, Paragraph 1 of said Act, in accordance with the provisions of Article 427, Paragraph 1 ofsaid Act and Article 27 of the Articles of Incorporation of the Company as amended by Proposal No. 2, submitted
to this General Meeting of Shareholders.
3. Matters concerning the candidates for outside Directors who are Audit and Supervisory Committee Members are
as follows:(1) Candidates Tatsuhiro Maeda and Takeo Sakakibara are candidates for outside Director who is an Audit andSupervisory Committee Member. As of the time of conclusion of this General Meeting of Shareholders, theyears that each candidate who is currently an outside Audit & Supervisory Board Member has held office as- 21 -

outside Audit & Supervisory Board Member are six (6) years for Tatsuhiro Maeda and one (1) year for Takeo
Sakakibara.
(2) Neither candidate is scheduled to receive, nor has ever received in the past two years, any large amounts ofmoney or other assets from the Company or any entity in a special relationship with the Company.
(3) Neither candidate is a spouse, relative within the third degree of relationship, or other similar person of abusiness executive of the Company or an entity in a special relationship with the Company.
(4) Neither candidate has been a business executive of the Company or any entity in a special relationship with theCompany in the past 10 years.
(5) If the two candidates are elected, the Company will enter anew into an agreement with them to limit their
liability for damages under Article 423, Paragraph 1 of the Companies Act up to the minimum liability amountstipulated in Article 425, Paragraph 1 of said Act, in accordance with the provisions of Article 427, Paragraph
1 of said Act and Article 27 of the Articles of Incorporation of the Company as amended by Proposal No. 2,
submitted to this General Meeting of Shareholders.
(6) The Company has registered the two candidates as independent officers as stipulated by the Tokyo Stock
Exchange. If the two candidates are elected, the Company will continue to appoint both as independent officers.
(7) Tatsuhiro Maeda worked for Tohmatsu Awoki & Sanwa (hereinafter referred to as Deloitte Touche Tohmatsu),
the predecessor to our accounting auditor, from October 1989 to December 2006, but left in December 2006
and established Tatsuhiro Maeda Certified Public Accounting Office in January 2007, where he is at today.
Accordingly, since it will be 17 years and 6 months as of June of this year since the candidate left from Deloitte
Touche Tohmatsu, which the Company believes to be a sufficient period to have resolved any conflict of interest
with his past employer.
4. The Company has entered into an officers’ liability insurance policy with an insurance company pursuant to Article
430-3, Paragraph 1 of the Companies Act. The policy covers compensation for damages, litigation costs, etc. forinsured persons, including the Company’s Directors who are Audit and Supervisory Committee Members. If eachcandidate is elected and assumes office as a Director who is an Audit and Supervisory Committee Member, he will
be insured under the policy. The insurance policies are scheduled to be renewed under the same terms andconditions at the next renewal.

- 22 -

[Reference]
The Company’s Director candidates’ skills matrix (after approval of Proposal No.3 and Proposal No.4)
Considering the management policies and strategies of the Corporate Group, and given the objective ofcontributing to sustainable growth and increasing corporate value over the medium to long term, weunderstand the expertise and experience required of the Board of Directors to be as shown in the table below.
In addition, we will revise the composition of the Board of Directors as appropriate, taking into consideration
the balance of knowledge, experience, and abilities that the Board of Directors should possess, as well as thediversity and size of the Board of Directors, while taking into account such matters as the businessenvironment and management priorities surrounding the Corporate Group and Medium-Term Management
Plans.
Consultation Committee tobe appointed toName and position

Candidate no.

Nominating

Compensation

Particularly anticipated skills

Director who is not an Audit and Supervisory Committee Member

Corporate
management

Finance/
Accounting

Legal/Risk

Technology/
R&D/
Production

●

●

●

●

●

●

●

●

●

●

Director who is an Audit and Supervisory
Committee Member

1

Chairman

Masami Iida

2

President

Yoshikazu Sakairi

3

Director

Kazuharu Tanabe

4

Director

Misao Yoneyama

5

Independent
Yasuji Omura
outside Director

◎

◎

●

●

6

Independent
Rika Miyagawa
outside Director

○

○

●

●

1

Director (Fulltime Audit andSupervisory
Committee
Member)2

Independent
outside Director(Audit andTatsuhiro Maeda
Supervisory
Committee
Member)3

Independent
outside Director(Audit andTakeo Sakakibara
Supervisory
Committee
Member)○○●Satoshi Miyazaki○○- 23 -

●

●

●

●

●

●

●

●

●

●

Particularly anticipated skills

Name and position

Candidate no.

Director who is not an Audit and Supervisory Committee Member
Director who is an Audit and Supervisory
Committee Member

1

Chairman

Masami Iida

2

President

Yoshikazu Sakairi

3

Director

Kazuharu Tanabe

4

Director

Misao Yoneyama

5

Independent outside
Yasuji Omura
Director

6

Independent outside
Rika Miyagawa
Director

1

Director (Full-time
Audit andSupervisory
Committee
Member)2

Independent outside
Director (Audit andSupervisory
Tatsuhiro Maeda
Committee
Member)3

Independent outside
Director (Audit andSupervisory
Takeo Sakakibara
Committee
Member)MarketingInternationality

IT/DX

Sustainability

●

●

●

●

●

●

●

●

●

●

●

Satoshi Miyazaki

HR

●

●

●

●

●

*

The positions listed above denote what each candidate would be if they were elected at this General Meeting of Shareholders.

*

The items marked with a ● denote the skills we particularly anticipate from each Director, and do not represent the totality of each*

The items marked with a ○ denote a consultation committee to be appointed. The items marked with a ◎ denote the committee

Director’s knowledge or experience.

chairperson.

[Nomination Policy]
The Company’s Board of Directors appoints as top management (Directors and Operating Officers) persons
who can help make the Board of Directors effective and who can contribute to the sustainable growth of theCompany and increase its value in the medium to long term.
[Nomination Procedures]
In order to establish an independent, objective, and transparent nomination process for top management, theCompany has established a voluntary Nominating Committee, comprised of a majority of independent
outside Directors, and has in place a system whereby nominations for top management are made by the Boardof Directors after a consultation and findings process to the Nominating Committee.

- 24 -

[Reference]
If this proposal and Proposal No. 3, “Election of Six (6) Directors Who Are Not Audit and Supervisory
Committee Members,” are approved as proposed, the composition of Directors and Operating Officers after
this General Meeting of Shareholders will be as follows:<Directors>
Position

Allocated responsibilities are stated in square parentheses.
Attributes and Responsibilities

Name

Chairman

Masami Iida

Chairperson of the Board of Directors [Overall
Management]

President

Yoshikazu Sakairi

Chief Operating Officer, Nominating Committee member2,
Compensation Committee member2[Overall Management, R&D, Internal Control]

Director

Kazuharu Tanabe[Overall Business, Quality Assurance]

Director

Misao Yoneyama

Operating Officer, General Manager of Corporate Planning& Administrative Division[Corporate Planning & Administration, Risk Management,
Compliance, Procurement]

Director

Yasuji Omura

Independent outside Director, Special Committee
member1, Nominating Committee Chairperson2,
Compensation Committee Chairperson2

Director

Rika Miyagawa

Independent outside Director, Special Committee
member1, Nominating Committee member2, Compensation
Committee member2

Director

Satoshi Miyazaki

Full-time Audit and Supervisory Committee Member

Director

Tatsuhiro Maeda

Audit and Supervisory Committee Member, independent
outside Director, Special Committee member1, Nominating
Committee member2, Compensation Committee member2

Director

Takeo Sakakibara

Audit and Supervisory Committee Member, independent
outside Director, Special Committee member1*1*2

A member of the Special Committee for the “Policy for responding to Large-scale Purchase of the Company’s shares(Takeover Response Policy).” If this proposal and Proposal No. 3, “Election of Six (6) Directors Who Are Not Audit
and Supervisory Committee Members,” are approved at this General Meeting of Shareholders and subsequent Board of
Directors meeting as proposed, the Special Committee will consist of four (4) Director candidates, Yasuji Omura, Rika
Miyagawa, Tatsuhiro Maeda and Takeo Sakakibara.
If this proposal and Proposal No. 3, “Election of Six (6) Directors Who Are Not Audit and Supervisory Committee
Members,” are approved at this General Meeting of Shareholders and subsequent Board of Directors meeting as
proposed, the Nominating Committee and the Compensation Committee will consist of four (4) Director candidates,
Yoshikazu Sakairi, Yasuji Omura, Rika Miyagawa and Tatsuhiro Maeda.

<Operating Officers>
Position

Name

Operating Officer

Kazuhiro Yamamoto

Responsibility
Division Manager of Production Division

Operating Officer

Kiyofumi Okutsu

President of UNIPLA CORPORATION

Operating Officer

Toshihiko Sekine

Division Manager of General Bearing Division

Operating Officer

Hikaru Ozaki

Division Manager of Automotive Bearing Division

Operating Officer

Koichi Masuda

Division Manager of Damping & Isolation Division*

Operating Officers who concurrently serve as Directors are listed under <Directors>.

- 25 -

Proposal No. 5:

Election of One (1) Substitute Director Who Is an Audit and Supervisory Committee
MemberIf Proposal No. 2, “Partial Amendments to the Articles of Incorporation,” is approved as proposed, theCompany will transition to a company with an Audit and Supervisory Committee. Therefore, in case there isa shortfall in the number of Directors who are Audit and Supervisory Committee Members as stipulated bylaw, we would like to ask in advance for the election of one (1) substitute Director who is an Audit andSupervisory Committee Member, in accordance with the provisions of Article 329, Paragraph 3 of theCompanies Act. This proposal will become effective on the condition that the amendments to the Articles ofIncorporation in Proposal No. 2, “Partial Amendments to the Articles of Incorporation,” take effect. The
election under this proposal shall be effective until the start of the Ordinary General Meeting of Shareholders
for the last fiscal year ending within two (2) years of this resolution. Regarding this proposal, in view of the
purpose of Article 344, Paragraph 1 of the Companies Act, the consent of the Audit & Supervisory Board has
been obtained in lieu of the consent of the Audit and Supervisory Committee that is stipulated in saidParagraph.
The candidate for substitute outside Director who is an Audit and Supervisory Committee Member is asfollows.
Name(Date of birth)
Minoru Togawa(July 10, 1963)
Age: 60
Male

Career summary (significant concurrent positions)
October 1991

Joined Deloitte Touche Tohmatsu (current Deloitte Touche
Tohmatsu LLC) (resigned in September 1998)

August 1995

Registered Certified Public Accountant

November 1998

Registered Tax Accountant[Significant concurrent positions]

Number of the Company’s shares owned October 1998-

Representative of Togawa Accounting Firm (current
position)[Reason for selection as candidate for substitute outside Director who is an Audit and Supervisory Committee Member, andoverview of expected role]
Minoru Togawa has not been directly involved in corporate management in the past; however, the Company expects him to
audit the Company’s management from an objective and fair standpoint based on his abundant business experience andprofessional knowledge as a certified public accountant and tax accountant, and believes that he can appropriately perform
his duties as a Director who is an Audit and Supervisory Committee Member, and therefore the Company requests hiselection.
(Notes) 1. There is no special interest between the candidate and the Company.
2. Matters concerning the candidate for substitute outside Director who is an Audit and Supervisory Committee
Member are as follows:(1) Candidate Minoru Togawa is a candidate for substitute Director who is an Audit and Supervisory Committee
Member.
(2) The candidate is not scheduled to receive, nor has he ever received in the past two years, any large amounts ofmoney or other assets from the Company or any entity in a special relationship with the Company.
(3) The candidate is not a spouse, relative within the third degree of relationship, or other similar person of abusiness executive of the Company or an entity in a special relationship with the Company.
(4) The candidate has never been a business executive or non-executive officer of the Company or any entity in a
special relationship with the Company in the past 10 years.
(5) If said candidate assumes office as a Director who is an Audit and Supervisory Committee Member, theCompany will enter into an agreement with said candidate to limit his liability for damages under Article 423,
Paragraph 1 of the Companies Act up to the minimum liability amount stipulated in Article 425, Paragraph 1of said Act, in accordance with the provisions of Article 427, Paragraph 1 of said Act and Article 27 of the
Articles of Incorporation of the Company as amended by Proposal No. 2, submitted to this General Meeting of
Shareholders.
(6) If said candidate assumes office as a Director who is an Audit and Supervisory Committee Member, theCompany will register him as an independent officer as stipulated by the Tokyo Stock Exchange.
(7) Said candidate worked for Deloitte Touche Tohmatsu, the predecessor to our accounting auditor, from October
1991 to September 1998, but left in September 1998 and established Togawa Accounting Firm in October 1998.
Accordingly, since it will be 25 years and 9 months as of June of this year since the candidate resigned from
Deloitte Touche Tohmatsu, the Company believes that sufficient time has passed to resolve any conflict ofinterest with his past employer.

- 26 -

3. The Company has entered into an officers’ liability insurance policy with an insurance company pursuant to Article
430-3, Paragraph 1 of the Companies Act. The policy covers compensation for damages, litigation costs, etc. forinsured persons, including the Company’s Directors. If said candidate assumes office as a Director who is an Audit
and Supervisory Committee Member, he will be insured under the policy.

- 27 -

Proposal No. 6:

Determination of the Amount of Compensation for Directors Who Are Not Audit andSupervisory Committee Members

The amount of compensation for the Directors of the Company was approved at the 63rd Ordinary General
Meeting of Shareholders held on June 27, 2014, to not exceed 350 million yen per year. If Proposal No. 2,“Partial Amendments to the Articles of Incorporation,” is approved as proposed, the Company will transition
to a company with an Audit and Supervisory Committee.
Therefore, pursuant to Article 361, Paragraphs 1 and 2 of the Companies Act, we propose to abolish thecurrent rules regarding the amount of compensation for Directors, and newly set the amount of compensation
for Directors who are not Audit and Supervisory Committee Members to not exceed 350 million yen per year
(for outside Directors, to not exceed 50 million yen per year).
Also, we would like to continue to exclude the employee salaries of Directors who concurrently serve as
employees from the amount of compensation for Directors who are not Audit and Supervisory Committee
Members.
The contents of this proposal are in accordance with the Company’s Policy on Deciding Individual
Compensation for Directors, and since the proposal comprehensively takes into account the Company’sbusiness scale, the compensation system for and payment level of executives, the current number of
executives and future shifts in direction, etc., and since it has been decided by the Board of Directors
following deliberation by the Compensation Committee, which is chaired by an independent outside Director,
we believe it to be reasonable.
There are currently six (6) Directors (including two (2) outside Directors). If Proposal No. 2, “Partial
Amendments to the Articles of Incorporation,” and Proposal 3, “Election of Six (6) Directors Who Are Not
Audit and Supervisory Committee Members,” are approved as proposed, there will be six (6) Directors(including two (2) outside Directors) who are not Audit and Supervisory Committee Members to whom this
proposal will apply.
This proposal will become effective on the condition that Proposal No. 2, “Partial Amendments to the Articles
of Incorporation,” is approved as proposed, and that the amendments to the Articles of Incorporation comeinto effect by the resolution of said Proposal.

- 28 -

Proposal No. 7: Determination of the Amount of Compensation for Directors Who Are Audit andSupervisory Committee Members
If Proposal No. 2, “Partial Amendments to the Articles of Incorporation,” is approved as proposed, theCompany will transition to a company with an Audit and Supervisory Committee.
Therefore, pursuant to Article 361, Paragraphs 1 and 2 of the Companies Act, we propose to set the amountof compensation for Directors who are Audit and Supervisory Committee Members to not exceed 70 million
yen per year.
Compensation for Directors who are Audit and Supervisory Committee Members will consist of fixedcompensation only.
We believe the contents of this proposal to be reasonable, since they comprehensively take into account theCompany’s business scale, the compensation system for and payment level of executives, the current numberof executives, future shifts in direction, etc.
There will be three (3) Directors who are Audit and Supervisory Committee Members to whom this proposal
will apply, if Proposal No. 2, “Partial Amendments to the Articles of Incorporation,” and Proposal No. 4,“Election of Three (3) Directors Who Are Audit and Supervisory Committee Members,” are approved as
proposed.
This proposal will become effective on the condition that Proposal No. 2, “Partial Amendments to the Articles
of Incorporation,” is approved as proposed, and that the amendments to the Articles of Incorporation comeinto effect by the resolution of said Proposal.

- 29 -

Proposal No. 8: Determination of Board Benefit Trust for Directors, Etc. Who Are Not Audit andSupervisory Committee Members
1.

Reasons for the proposal, and reasons why it is considered reasonable
Although the Company had obtained approval (hereinafter referred to as “Original Resolution”)
regarding the introduction of Board Benefit Trust (BBT) (hereinafter referred to as “the Plan”), for
Directors (excluding outside Directors) and Operating Officers at the 67th Ordinary General Meeting of
Shareholders held on June 28, 2018, which has been in effect up till now, the Company is requesting
approval to abolish the current maximum amount of compensation for Directors under the Plan, and to
introduce anew the maximum amount of compensation for Directors who are not Audit and Supervisory
Committee Members (excluding outside Directors) and Operating Officers (hereinafter referred tocollectively as “Director(s), etc.” in this proposal) under the Plan, upon the transition of the Company
to a company with an Audit and Supervisory Committee, on the condition that Proposal No. 2, “Partial
Amendments to the Articles of Incorporation,” is approved.
As with the Original Resolution, this proposal, by making the link between the compensation for
Directors, etc. and the Company’s business performance and share value clearer, aims to increase theirmotivation to contribute to the enhancement of medium- to long-term business performance andincrease in corporate value. As this is in accordance with the Company’s Policy on Deciding Individual
Compensation for Directors, we believe the contents of this proposal to be reasonable.
Since, in this proposal, compensation under the Plan will be paid to Directors who are not Audit andSupervisory Committee Members (excluding outside Directors) of the Company separately from the
maximum amount put forward for approval in Proposal 6, “Determination of the Amount ofCompensation for Directors Who Are Not Audit and Supervisory Committee Members,” we are asking
for approval regarding the specific calculation methods and specific details of the amount ofcompensation, etc. Regarding the details of the Plan, we would like to ask that the matter be left to thediscretion of the Board of Directors, within the maximum amount stated in 2. below.
At present, there are ten (10) Directors, etc. who are eligible for the Plan (including four (4) Directors).
If Proposal No. 2, “Partial Amendments to the Articles of Incorporation,” and Proposal 3, “Election ofSix (6) Directors Who Are Not Audit and Supervisory Committee Members,” are approved as proposed,
there will be nine (9) Directors, etc. who will be eligible for the Plan (including four (4) Directors).
This proposal will become effective on the condition that Proposal No. 2, “Partial Amendments to the
Articles of Incorporation,” is approved as proposed, and that the amendments to the Articles ofIncorporation come into effect by the resolution of said Proposal.

2.

Specific calculation methods and specific details of the amount of compensation, etc. under the Plan
(1) Outline of the Plan
The Plan is a performance-based stock compensation plan in which the Company’s shares are
acquired through a trust (the trust established under the Plan hereinafter referred to as “the Trust”)
funded by money contributed by the Company, and in which the Company’s shares and cash
equivalent to the amount of the Company’s shares converted to market value (hereinafter “theCompany’s Shares, etc.”) are delivered to Directors, etc. through the Trust, in accordance with the
Officer Stock Benefit Regulations stipulated by the Company. In principle, Directors, etc. will
receive the Company’s Shares, etc. at the time of their retirement from their position as Directors,
etc.

- 30 -

(2) Persons eligible for the Plan
Directors who are not Audit and Supervisory Committee Members (excluding outside Directors) andOperating Officers(3) Trust term
The term shall be from August 2018 until the termination of the Trust. No specific date of termination
shall be set for the term of the Trust, and the Trust shall continue as long as the Plan continues. The
Plan will be terminated when the Company’s shares are delisted, or when the Officer Stock Benefit
Regulations are abolished, etc.

(4) Amount held in the Trust
On condition that this proposal is approved, the Company introduced the Plan for the three (3) fiscal
years from the fiscal year ended March 31, 2019 to the fiscal year ended March 31, 2021 (hereinafter,that three-year period is referred to as the “Initial Applicable Period,” and the Initial Applicable
Period and each three-year period following the Initial Applicable Period are respectively referred toas the “Applicable Period”) and each of the subsequent Applicable Periods, and with the aim ofdelivering the Company’s Shares, etc. to Directors, etc., the Company contributed approximately
276 million yen of cash during said Initial Applicable Period and disposed of treasury shares throughthird-party allotment on August 27, 2018 in order to allow the Trust to acquire the Company’s shares,
and as a result, the Trust has acquired 119,000 shares.
Upon the transition of the Company this time to a company with an Audit and Supervisory
Committee, the Trust shall continue to exist as a trust whose beneficiaries are Directors, etc. whomeet the requirements for being beneficiaries.
Until the termination of the Plan, the Company shall, in principle, reasonably estimate the numberof shares necessary to make payments to Directors, etc. under the Plan for each Applicable Period in
the future, and shall contribute additional funds deemed necessary for the Trust to acquire the shares
upfront. However, when contributing such additional funds, if there are Company shares (excluding
Company shares that are equivalent to the number of points granted to Directors, etc. for theimmediately preceding Applicable Period, and for which provision to Directors, etc. have not yet
been completed) and cash remaining (hereinafter referred to as “Remaining Shares, etc.”) in the trust
assets, the Remaining Shares, etc. shall be used to fund the provision of shares or to fund theacquisition of shares under this Plan in subsequent Applicable Periods, and therefore the amount tobe contributed additionally shall be calculated after taking the Remaining Shares, etc. into account.
If the Company decides to contribute additional funds, it will be disclosed in a timely and appropriatemanner.

(5) Method of acquisition for the Company’s shares
The Trust shall acquire the Company’s shares through the stock market or by taking over the treasury
shares the Company has disposed of, using the funds contributed as in (4) above, with no new shares
being issued.
Details of the acquisition of the Company’s shares by the Trust will be disclosed in a timely andappropriate manner.

- 31 -

(6) Upper limit of the number of the Company’s Shares, etc. to be delivered to Directors, etc.
For each fiscal year, Directors, etc. are granted a certain number of points based on the Officer Stock
Benefit Regulations, which are determined by taking into consideration their positions, level ofachievement regarding business performance, etc. The total number of points granted to Directors,
etc. per fiscal year is capped at 39,520 points (of which 21,840 points are for Directors). This has
been determined by comprehensively considering the current level of compensation for executives,
directional shifts in the number of Directors, etc., and future prospects, etc., and we consider this tobe reasonable.
In addition, regarding points awarded to Directors, etc., each point is converted into one share of theCompany’s common shares at the time of provision of the Company’s Shares, etc., as in (7) below(however, if a stock split, gratis allotment of shares, or reverse stock split, etc. has been carried out
regarding the Company’s shares after the approval of this proposal, reasonable adjustments will be
made, according to the ratio, etc., to the maximum number of points and to the number of points orthe conversion ratio already granted).
In principle, the number of points granted to a Director, etc. that serves as the basis for the provisionof the Company’s Shares, etc. as in (7) below shall be the number of points granted to that Director,
etc. by the time of his/her retirement (hereinafter, the points calculated in this manner is referred toas “the Confirmed Number of Points”).

(7) Specific calculation methods for delivery of the Company’s shares and the amount of compensation,
etc.
When a Director, etc. retires, and meets the requirements for being a beneficiary as stipulated in the
Officer Stock Benefit Regulations, that Director, etc. will, in principle, by completing the prescribed
procedures for determining beneficiaries, receive the number of Company shares corresponding to
the Confirmed Number of Points determined in accordance with (6) above from the Trust upon
his/her retirement. However, if he/she meets the requirements stipulated in the Officer Stock Benefit
Regulations, he/she may receive a certain percentage of the Company’s shares to be delivered as
cash that is equivalent to the market value of the Company’s shares.
The Trust may sell the Company’s shares in order to make cash payments.
Even if a Director, etc. has been granted points, if he/she has been dismissed, or if he/she has violated
the duty of due care or duty of loyalty while in office, he/she will not be entitled to receive payments.
The amount of compensation, etc. received by Directors, etc., shall be based on the amount obtainedby multiplying the total number of points granted to Directors, etc. by the book value per share of
the Company’s shares held by the Trust at the time the point are granted (however, if a stock split,
gratis allotment of stock, or reverse stock split has been carried out with respect to the Company’s
shares, reasonable adjustments shall be made according to the ratio, etc.). In addition, for exceptional
cases in which cash is paid out in accordance with the provisions of the Officer Stock Benefit
Regulations, said amount shall be added to the amount, if deemed reasonable.

(8) Exercise of voting rights
Voting rights pertaining to the Company’s shares held in the Trust account will not be exercised inany manner, pursuant to the instructions of the trust administrator. By adopting this method, we aim
to ensure the neutrality of the exercise of voting rights pertaining to the Company’s shares held in
the Trust account on the Company’s management.

- 32 -

(9) Handling of dividends
Dividends pertaining to the Company’s shares in the Trust account will be received by the Trust, andwill be used to acquire the Company’s shares and to pay the trust fees to the trustees related to theTrust. In the event that the Trust is terminated, the dividends, etc. remaining in the Trust will be
distributed on a pro rata basis to the Directors, etc. in office at that time according to the number ofpoints held by each, in accordance with the provisions of the Officer Stock Benefit Regulations.

(10) Handling at the time of termination of the Trust
The Trust will be terminated in such cases as when the Company’s shares are delisted, when the
Officer Stock Benefit Regulations are abolished, etc.
Of the assets remaining in the Trust at the time of the Trust’s termination, all of the Company’s
shares will be acquired by the Company gratis, and will be canceled by resolution of the Board of
Directors. Of the assets remaining in the Trust at the time of the Trust’s termination, cash remaining
after excluding the money paid out to Directors, etc. in accordance with (9) above will be delivered
to the Company.

- 33 -

Proposal No. 9: Continuation of the Company’s Policy for Responding to Large-Scale Purchases of theCompany’s Shares (Takeover Response Policy)
At the Company’s Board of Directors meeting held on May 22, 2006, the Company decided to adopt the
Policy for Responding to Large-Scale Purchases, and has continued with it after obtaining the approval ofshareholders at the Ordinary General Meeting of Shareholders held on June 29 of the same year, and every
three years thereafter upon its date of expiration (most recently at the 70th Ordinary General Meeting of
Shareholders held on June 29, 2021) (the Policy for Responding to Large-Scale Purchases of the Company’s
Shares (Takeover Defense Measures) continued until most recently is referred to as “the Old Policy”).
The aim of the Old Policy was, in the event of a proposal for a large-scale purchase of the Company’s shares,
to promptly provide shareholders with necessary and sufficient information, opinions, proposals, etc. fromboth the party proposing the large-scale purchase and the Company’s Board of Directors, and to ensure that
there was necessary and sufficient time for shareholders to consider the matter in order to accurately judge
the impact, etc. of that proposal on the Company’s corporate value and the common interests of its
shareholders. The Old Policy is set to expire at the time of conclusion of this General Meeting of Shareholders.
The Company has been considering how best to proceed with the Old Policy, including whether to continue
with it or not, from the perspective of pursuing the Company’s corporate value and ultimately the common
interests of its shareholders, while taking into account subsequent changes in social and economic
circumstances, trends related to policies responding to acquisitions and the developments in various debates,
and the intentions underlying the Corporate Governance Code, etc.
As a result, it was decided with the approval of all Directors, including two (2) outside Directors, at the Boardof Directors meeting held on May 29, 2024, to continue with the Old Policy with partial amendments, on
condition that it was approved by shareholders at this General Meeting of Shareholders pursuant to Article
16 of the Company’s Articles of Incorporation (the amended Policy for Responding to Large-Scale Purchasesof the Company’s Shares (Takeover Response Policy); hereinafter referred to as “the Policy”). Four (4) Audit& Supervisory Board Members of the Company, including two (2) outside Audit & Supervisory Board
Members, attended that Board of Directors meeting, and all Audit & Supervisory Board Members stated theiragreement to the continuation, on the condition that the Policy is implemented properly regarding the details.
Also, the Policy will become effective upon approval by shareholders at this General Meeting of Shareholders,and its effective period shall be until the time of conclusion of the Ordinary General Meeting of Shareholders
pertaining to the last fiscal year among the fiscal years ending within three years from the time of conclusionof this General Meeting of Shareholders (the 76th Ordinary General Meeting of Shareholders of the Company,scheduled to be held in June 2027).
The main amendments to the Policy are as follows:(i) We have limited the instances in which the Company’s Board of Directors may trigger
countermeasures under the Policy to instances where a resolution to trigger countermeasures
has been passed at the General Meeting of Shareholders, if the large-scale purchaser adheres tothe Large-Scale Purchase Rules. In addition, even if the large-scale purchaser does not adhere
to the Large-Scale Purchase Rules, we have decided that in order for the Company’s Board of
Directors to trigger countermeasures under the Policy, it has been established as a principle thatthe resolution to trigger countermeasures must be passed at the General Meeting of Shareholders.
(Main relevant pages: pages 45 through 47 of this Notice of Convocation)(ii) We have limited the countermeasures under the Policy to the gratis allotment of stockacquisition rights. (Main relevant pages: pages 45 through 46 of this Notice of Convocation)(iii) We have revised the Special Committee Regulations. Specifically, following the transition to acompany with an Audit and Supervisory Committee, eligibility requirements for Special
Committee Members have been narrowed down to outside Directors only, instead of being- 34 -

chosen from either outside Directors or outside Audit & Supervisory Board Members, and wehave clarified the handling of resolutions when the vote results in a tie. We have also limited thecountermeasures under the Policy described in the Special Committee Regulations to the gratis
allotment of stock acquisition rights. (Main relevant pages: page 55 of this Notice ofConvocation)(iv) In addition, we have revised the phrases and rearranged the wording to make the Policy easierto understand.
<Reasons for the Continuation of the Policy for Responding to Large-Scale Purchases of the Company’s
Shares (Takeover Response Policy)>
Based on our management philosophy, “To become a world leader as a general manufacturer of oil-lessbearings and serve society through technology,” the Corporate Group promotes initiatives to enhance
corporate value, such as developing products that address customers’ needs quickly and accurately andexpanding globally with an emphasis on Europe, the U.S., China, India, and ASEAN countries.
On the other hand, under the current Japanese capital market and legal system, it must be said that thepossibility of such large-scale purchases that would be detrimental to the Corporate Group’s corporate value
and ultimately also to the common interests of its shareholders continues to exist.
The Financial Instruments and Exchange Act requires that tender offers be made for certain large-scalepurchases and stipulates rules regarding disclosure and procedures, but as a rule, this only applies to offmarket transactions and not to on-market transactions. In addition, in the event of a sudden hostile large-scalepurchase, there is a risk that shareholders may not be provided with the necessary information and the time
for consideration, due to the fact that the purchaser is allowed to refuse to answer questions from the target
company after stating the reason for the refusal, and the high likelihood that the maximum tender offer period
will effectively be 30 business days, etc.
In light of these circumstances, we are consulting our shareholders at this General Meeting of Shareholders
regarding the continuation of the Old Policy with partial amendments as detailed below, since we believe that
continuing to ensure the provision of the necessary information and time for shareholders to make appropriate
judgments regarding large-scale purchases of the Company’s shares, and for negotiations, etc. withpurchasers, etc. to be conducted according to certain reasonable rules, is in accordance with our corporate
value and ultimately also with the common interests of the shareholders, and since we believe it is necessary
to establish certain rules regarding the provision of information and ensuring the time for consideration.
1.

Basic Policy on Control of the Company
The Company believes that parties who control decisions regarding the Company’s financial andbusiness policies should fully understand the details of the Company’s finances and businesses, thevarious sources of the Company’s corporate value, and the relationships of trust with the stakeholders
that sustain the Company, and that they should be capable of ensuring and enhancing the Company’s
corporate value, and ultimately, the common interests of its shareholders over the medium to long term.
In the event of a large-scale purchase by a large-scale purchaser (as defined in 3. (2), “Purchases of theCompany’s shares that the Policy applies to” below; the same applies hereinafter), the Company
believes that whether to accept it should ultimately be decided based on the will of the shareholders. In
addition, the Company believes that if a large-scale purchase of the Company’s shares is made, it is notnecessarily something to be categorically rejected, as long as it contributes to the Company’s corporate
value and ultimately to the common interests of its shareholders.
However, there are quite a few large-scale purchases that do not contribute to ensuring and enhancing
the Company’s corporate value and ultimately the common interests of its shareholders, such as those- 35 -

that may, judging by their purpose, etc., be detrimental to corporate value and ultimately also to thecommon interests of the shareholders, those that may effectively force shareholders to sell their shares,or those that fail to provide reasonably necessary and sufficient time or information for shareholders andthe Board of Directors to review the details, etc. of the purchase offer or for the Board of Directors topresent alternative proposals. In particular, in order to enhance corporate value based on the Company’s
vision, it is essential for us to fulfill our social responsibility as a manufacturer of oil-less bearings thatpossesses world-class proprietary technology, and to establish and maintain long-term relationships oftrust and business with our customers. Unless the large-scale purchaser fully understands this fact, andensures and enhances the Company’s corporate value and ultimately the common interests of its
shareholders over the medium to long term, the Company’s corporate value and ultimately the common
interests of its shareholders will be damaged.
The Company believes that parties that make such large-scale purchases that do not contribute tocorporate value nor ultimately to the common interests of the shareholders are exceptionally unsuitableas parties that control decisions regarding the Company’s financial and business policies, and thatnecessary and reasonable measures must be taken in response to large-scale purchases by such parties,
in order to ensure the Company’s corporate value and, ultimately, the common interests of its
shareholders.
2.

Special initiatives that contribute to the realization of the Basic Policy on Control of the Company(1) The Company’s corporate philosophy
The current management of the Company’s business is founded on mastering the core technologies
of friction, wear, and lubrication through creative R&D, deploying these globally, and thereby
contributing to society, based on our management philosophy, “To become a world leader as a
general manufacturer of oil-less bearings and serve society through technology.”
Since its founding, the Company’s corporate stance has been to contribute to society throughtechnology, considering bearings to be not just “bearings” but “things that bear (withstand, support,
convey and carry).” Based on this, we consider our mission to be to contribute to the miniaturizationand improved performance of equipment, energy saving, and lower pollution in all fields of industry,
and to help create a society that is considerate of people’s safety and comfort as well as the global
environment, and we believe that putting these into practice is the source of the Company’s corporate
value.
Based on this, the Company has been engaged in the development of the following up till the present:(i) Oil-less bearings that require no lubrication or reduce the number of lubrications,
supported by superior friction, wear, and lubrication technology(ii) Seismic isolation and vibration control devices that protect precious human lives, homes,
and urban functions such as transportation, communication, and energy supply fromearthquake damage, and ensure safety(iii) Smoke exhaust and smoke shielding systems that ensure safety in the event of a fire, andlighting, shading, and ventilation systems that control natural light and use refreshingbreezes to save energy and provide a comfortable and safe living environment
We also focus our efforts on developing high-performance products and technologies that are theworld’s first and the world’s best, while responding to technological changes and needs such as those
for automobiles. By constantly introducing new products to the market, we are strengthening ourcompetitiveness in the market as a company that is indispensable. Regarding the production of suchproducts, we have introduced and promoted the NPS (New Production System), a superior
production method, to enhance production efficiency and pursue production activities that are- 36 -

environmentally friendly, acquiring ISO 14001 certification, the international standard forenvironmental management systems.
In addition, we are implementing an initiative for company-wide structural strengthening called“OTEC,” aimed at “Pursuing revitalization = Creating a corporate culture that generates vitality” and“Pursuing efficiency = Constantly improving and enhancing business.” We aim to continuously
enhance corporate value by continuing to build a sound and strong corporate structure.
(2) Initiatives to enhance corporate value through Medium- and Long-Term Management Plans,etc.
Working toward realizing the management philosophy and sustainable improvement of corporate
value, the Corporate Group has formulated “OILES 2030 VISION,” a new Long-Term Vision thatlays out how we want to be in 2030. While striving to solve social issues and improve corporate
value through “Tribology & Damping,” comprising technology of friction, wear, and vibration
control, the Corporate Group’s core technology, we will further contribute to the realization of asustainable society through “+X” by “generating new technology and new business” and “advancing
the management foundation.” As for our targeted management indicators, we are targeting a ratio of
operating profit to net sales of 15% or more and a ROE (return on equity) of 10% or more.
OILES 2030 VISION“Contributing to the realization of a sustainable society with the technology of friction, wear, andvibration control + X”
-Targeted management indicators
・ Ratio of operating profit to net sales of 15% or more・ ROE (return on equity) of 10% or more
We have formulated a new Medium-Term Management Plan 2024-2026 that starts from FY 2024 forthree years as it advances towards the vision of how we want to be in 2030 based on this new LongTerm Vision. Under this medium-term management plan, the business divisions will actively conduct
capital investment to drive business growth of the Oiles Group while the head office will establish a
more-advanced in-house base and management infrastructure to support this growth. Together, thebusiness divisions and the head office will work to achieve transformation and to evolve.
By pursuing the following policies of the Medium-Term Management Plan 2024-2026, we willcontinue to take on the challenge of achieving the growth strategies and realizing a more advanced
management infrastructure.
[Medium-Term Management Policies 2024-2026]
1) Focus management resources on growth markets to achieve the leap forward to nextgeneration growth2) Enhance productivity in all divisions by pursuing work reforms and production technique
3) Enhance corporate value in order to contribute to all stakeholders
4) Manage finances with capital efficiency in mind(3) Initiatives to enhance corporate value through strengthening corporate governance, etc.
The Company positions corporate governance as an important management priority, and our basic
approach is to strive to ensure and enhance the Company’s progress, corporate value, and ultimately- 37 -

the common interests of its shareholders, through agile management decision-making in response tomarket changes, the development of a rational, sound, and highly transparent management systemand organization through the delegation of authority, and implementation of necessary measures.
The corporate governance system of the Company is as follows:(i) Outline of the System
We introduced an Operating Officer system in June 2003, in order to make the division between
business execution functions and supervisory/monitoring functions clear and to strengthen thefunction of the Board of Directors by speeding up and improving the efficiency of decisionmaking regarding management strategies. In addition, we have appointed two (2) outside
Directors and two (2) outside Audit & Supervisory Board Members, in order to further enhance
the transparency and fairness of management through the active promotion of outside talent.
Also, we split up the Bearing Division into the General Bearing Division and the Automotive
Bearing Division from April 2023 in order to speed up decision-making and to clearly define
responsibilities for the businesses, and newly established the Production Division in an effort tostrengthen the production system. By placing Operating Officers in charge of business divisions,
we have clearly defined the roles and responsibilities of the Board of Directors and executive
departments, and are promoting agile management by delegating the authority to executebusiness to Operating Officers.
Furthermore, we believe that it is necessary to make management decisions more agile and tofurther enhance the supervisory function of the Board of Directors in order to steadily promote
the Medium-Term Management Plan that started in FY 2024 as well. As part of such efforts, bytransitioning to a company with an Audit and Supervisory Committee, we will enable prompt
management decision-making and business execution, and strengthen the supervisory functionof the Board of Directors by appointing Directors who are Audit and Supervisory Committee
Members with the voting rights, etc., at Board of Directors meetings.
(ii) Voluntary Nominating and Compensation Committees
Regarding the nomination of Directors and the determination of compensation for Directors andOperating Officers, a voluntary Nominating Committee and Compensation Committee were
established as advisory bodies to the Board of Directors at the Board of Directors meeting heldon October 25, 2018, with the aim of ensuring the objectivity, transparency, and fairness of therelated decision-making processes. The Board of Directors determines the details of suchnominations and compensations after going through the process of consultations and findings
with both Committees.
(iii) Sustainability Promotion Council
Recognizing that initiatives to resolve sustainability issues, including the SDGs set by the United
Nations, not only contribute to the sustainable development of society but also to theenhancement of the Company’s corporate value, we have positioned contributing to theresolution of sustainability issues, represented by “Environment,” “Social,” and “Governance,”
as the main axis of our corporate activities. Based on this, we have established a system tounderstand and promote sustainability issues that will contribute to enhancing corporate value
over the medium to long term, such as by establishing the Sustainability Promotion Council,
which is chaired by the President and attended by all Directors.
Additionally, recognizing that thorough compliance is essential for a company to continue toexist, we are striving to establish a compliance management system based on “Liberty & Law,”
one of our company visions. One example is the Compliance Sub-Committee, an organizationthat supervises overall compliance and reports directly to the Sustainability Promotion Council.
The Compliance Sub-Committee promotes, provides education on, and carries out training- 38 -

regarding compliance in accordance with the Oiles Group Corporate Conduct Charter and the
Corporate Code of Conduct, as well as establishing and operating a whistle-blowing system.
(iv) Evaluation of the effectiveness of the Board of Directors
Every year since FY2015, the Company has analyzed and evaluated the effectiveness of theBoard of Directors based on each Director’s self-evaluation, etc., in an effort to enhance thefunction of the Board of Directors. Regarding the evaluation of the effectiveness of the Board of
Directors, we conduct a survey using a questionnaire for each Director and Audit & Supervisory
Board Member who attend the Board of Directors meetings, and the Board of Directors analyzes
and evaluates the aggregated results. The Company will strive to further enhance and strengthen
its corporate governance system in order to further heighten the effectiveness of the Board of
Directors.
(v) Basic approach to and system for risk management
Based on the Group Risk Management Rules, the Corporate Group identifies and understands
in an integrated manner various risks that may affect the Company and its subsidiaries, and, in
addition to preventing the risks, quickly and accurately responds to them when they arise, inorder to minimize damage, prevent recurrence, and protect the Group’s corporate value.
We had established the Risk Management Sub-Committee, an organization that aimed to identify
and prevent various risks related to the Company’s businesses, respond quickly and accurately
when a risk arises, and prevent recurrence, and which reported directly to the Sustainability
Promotion Council. However, we established it as the Risk Management Committee, an advisory
body to the Board of Directors, from April 2024.
By continuing to promote the measures described above, the Company will strive to strengthen
and improve its corporate governance, which will lead to the further ensuring and enhancementof the Company’s corporate value and ultimately the common interests of its shareholders.
(4) Proactively returning profits to shareholders
The Company will aim for a dividend payout ratio of 40% or more, in keeping with its basic policyof making stable and continuous dividend payments to shareholders, based on the business results
for the full year and forecasts of future performance, while taking into consideration investments tostrengthen the foundation for future management and returning profits to shareholders. In addition,
the Company will consider agile responses regarding the purchase of treasury shares based on market
trends, comprehensively considering internal reserves for medium- and long-term growth.
Regarding dividends, since continuing with the Old Policy, we paid an annual dividend of 55 yen
per share for the fiscal year ended March 2022 (consolidated dividend payout ratio of 40.0%) and55 yen per share for the fiscal year ended March 2023 (consolidated dividend payout ratio of 41.5%),and based on business forecasts and future growth, we plan to pay a dividend of 75 yen per share forthe fiscal year ended March 2024 (consolidated dividend payout ratio of 42.2%).
We will continue to strive to return profits to shareholders from a long-term perspective in the future
as well.

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3.

Contents of the Policy (efforts to prevent unsuitable parties from controlling decisions regarding
the Company’s financial and business policies in light of the Basic Policy on Control of theCompany)(1) Purpose of continuing the Policy
The Policy represents the continuation of the Old Policy with partial amendments that were made inan effort to prevent unsuitable parties from controlling decisions regarding the Company’s financial
and business policies, in light of the Basic Policy on Control of the Company prescribed in Article
118, Item (iii) (b) 2 of the Regulations for Enforcement of the Companies Act.
Even if a large-scale purchase of the Company’s shares is made, the Company does not necessarily
consider the party to be unsuitable to control decisions regarding the Company’s financial andbusiness policies, as long as its purpose, etc. contributes to ensuring and enhancing the Company’s
corporate value and ultimately the common interests of its shareholders. Furthermore, in the eventthat a large-scale purchase involving the transfer of control is made, we believe that the decision as
to whether to agree to it or not should ultimately be reached based on the will of the shareholders.
And in order for shareholders to make appropriate judgments, we believe that it is essential for boththe large-scale purchaser and the Company’s Board of Directors to provide them with necessary andsufficient information. In particular, since it is necessary to have an in-depth understanding of theCompany’s business content and the technologies it possesses in order to accurately grasp theCompany’s corporate value, it is extremely important for shareholders to consider, when evaluating
and reviewing a large-scale purchase by a large-scale purchaser, not to refer only to the information
provided by the large-scale purchaser, but also to evaluations and opinions regarding the large-scalepurchase provided by the Company’s Board of Directors, which has a thorough knowledge of theCompany’s business content and the technologies it possesses.
However, as described above, there are quite a few large-scale purchases that do not contribute toensuring and enhancing the Company’s corporate value and ultimately the common interests of its
shareholders, such as those that may, judging by their purpose, etc., be detrimental to corporate value
and ultimately also to the common interests of the shareholders, those that may effectively force
shareholders to sell their shares, those that do not provide reasonably necessary and sufficient timeor information for shareholders and the Board of Directors to review the details, etc. of the purchaseoffer or for the Board of Directors to present alternative proposals, those with conditions, etc.
regarding the purchase that are markedly insufficient or inappropriate considering the Company’s
corporate value and the common interests of its shareholders, or those that are intended to destroy
the relationships with stakeholders that are essential for maintaining and increasing the Company’s
corporate value.
In light of the above circumstances, the Company’s Board of Directors, believing that ensuring theprovision of the necessary information and time for shareholders to make appropriate judgments inthe event of a large-scale purchase of the Company’s shares, and for negotiations, etc. with
Purchasers, etc. to be conducted according to certain reasonable rules, is in accordance with theCompany’s corporate value and ultimately with the common interests of the shareholders, haveestablished certain rules regarding the provision of information and the ensuring of time forconsideration at the time of a large-scale purchase, as detailed below (hereinafter referred to as“Large-Scale Purchase Rules”), as a policy for responding to large-scale purchases made byunsuitable parties in light of the Basic Policy on Control of the Company, and on condition that it isapproved by shareholders at this General Meeting of Shareholders, we have decided to continue the
Old Policy with partial amendments in the form of the Policy.
Please refer to Attached Document 1 (page 54 of this Notice of Convocation) for an overview of the
Policy (the flow chart in the event a Large-Scale Purchase is initiated).

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(2) Purchases of the Company’s shares that the Policy applies toPurchases of the Company’s shares that the Policy applies to are: (1) Purchases of the Company’s
share certificates, etc.1 for the purpose of increasing the percentage of voting rights2 of a specificshareholder group3 to 20% or more; (2) purchases of the Company’s share certificates, etc. that
result in a specific shareholder group holding 20% or more of voting rights (regardless of the specificmethod of purchase, such as whether it was done through market transactions or tender offers, ineither case), or agreements or other acts with other shareholders of the Company (including cases
involving more than one shareholder; the same applies hereinafter) that would result in those othershareholders falling under the category of joint holder, or establishing4 relationships with those othershareholders in which one party effectively controls the other, or in which they act jointly or incooperation5 (limited to cases where the percentage of voting rights of a specific shareholder groupcomes to 20% or more as a result. Hereinafter, acts that fall under any of the above (excluding cases
which the Company’s Board of Directors has agreed to in advance) are referred to as “Large-Scale
Purchase(s),” and those who engage in large-scale purchases are referred to as “Large-Scale
Purchaser(s)”).
Note: Notes to 1 to 5 are listed on pages 52 and 53.
(3) Establishment of a Special Committee
In order to properly implement the Policy, prevent arbitrary judgments from being made by the Boardof Directors, and ensure the objectivity and reasonableness of such judgments, the Company’s Boardof Directors will establish a Special Committee, based on the Special Committee Regulations (forthe outline, please refer to Attached Document 2 (page 55 of this Notice of Convocation)). The
Special Committee will consist of three (3) or more members, and will be chosen from outside
Directors who are independent from the management team that executes the Company’s business,in order to allow for fair and impartial judgments. Furthermore, outside Directors Yasuji Omura andRika Miyagawa, and outside Audit & Supervisory Board Member Tatsuhiro Maeda, who are
currently members of the Special Committee established under the Old Policy, will continue to serveas Special Committee members after the continuation of the Policy, with outside Audit &Supervisory Board Member Takeo Sakakibara newly appointed as a member (Please refer toAttached Document 3 (pages 56 and 57 of this Notice of Convocation) for their career summaries).
In principle, the Special Committee will be consulted when making important decisions relating to
the Policy, such as executing countermeasures when a Large-Scale Purchaser does not adhere to theLarge-Scale Purchase Rules as in 5. (1) below, or executing countermeasures as an exception whena Large-Scale Purchaser adheres to the Large-Scale Purchase Rules as in 5. (3) below, etc., and theCompany’s Board of Directors shall respect its recommendations to the fullest extent possible.
Also, in order to ensure that the Special Committee’s decisions are made in a manner that contributes
to the Company’s corporate value and ultimately the common interests of its shareholders, theSpecial Committee may consult independent third parties such as lawyers, accountants, financial
advisors, and other outside experts as necessary at the Company’s expense.
(4) Other
If there are revisions (including changes in the names of laws and regulations, etc., and the enactmentof new laws and regulations, etc. that succeed previous laws and regulations, etc.) to the Companies
Act, the Financial Instruments and Exchange Act, and other laws, as well as related regulations,cabinet orders, Cabinet Office ordinances, ministerial ordinances, etc. (hereinafter collectively
referred to as “Laws and Regulations, etc.”), and if they come into force, the provisions of the Laws
and Regulations, etc. cited in the Policy shall be replaced, unless otherwise specified by the- 41 -

Company’s Board of Directors, with the respective provisions of the revised Laws and Regulations,etc. that effectively succeed such provisions.
4.

Contents of the Large-Scale Purchase Rules(1) Outline
The Large-Scale Purchase Rules established by the Company state that the Large-Scale Purchaser
shall provide necessary and sufficient information to the Company’s Board of Directors in advance,
allowing for a period of time to evaluate and review the Large-Scale Purchase on the basis of suchinformation at meetings of the Company’s Board of Directors and the General Meeting of
Shareholders, and only after such a period of evaluation and review has elapsed shall the Large-Scale
Purchaser be able to initiate a Large-Scale Purchase.
(2) Advance submission of a statement of intent to the Company, and provision of necessary
information to the Company, by the Large-Scale Purchaser(i) Large-Scale Purchasers planning to make a Large-Scale Purchase shall first submit to theCompany’s Board of Directors a statement of intent listing the information, etc., set forth below,
including a legally binding pledge to adhere to the Large-Scale Purchase Rules, in Japanese andin a format specified by the Company, before making a Large-Scale Purchase or proposing aLarge-Scale Purchase.
(a) Name of the Large-Scale Purchaser(b) Address of the Large-Scale Purchaser(c) Name of the representative(d) If the Large-Scale Purchaser resides overseas, the governing law of establishment andcontact information in Japan(e) Outline of the proposed Large-Scale Purchase(f) Pledge to adhere to the Large-Scale Purchase Rules set forth in the Policy(ii) The Company’s Board of Directors shall, within 10 business days from the day of receipt of theletter of intent listing all the information from (2)(i)(a) to (f), issue a document that sets down
the necessary information regarding the Large-Scale Purchase (hereinafter referred to as“Necessary Information”) in the form of a list (hereinafter referred to as “List of Necessary
Information”) to the Large-Scale Purchaser. Following which, the Large-Scale Purchaser shallsubmit a written response to the List of Necessary Information that includes the Necessary
Information in Japanese to the Company’s Board of Directors.
The specific contents of such Necessary Information will vary depending on the attributes of
the Large-Scale Purchaser and the details of the Large-Scale Purchase, but the general items are
as follows.
(a) Details (including information related to the Large-Scale Purchaser’s name, business
content, career summary or history, capital structure, financial details, information
regarding its internal control system, relationship with antisocial forces, etc., transactions
involving the Company’s share certificates, etc. by the Large-Scale Purchaser during the
60 days prior to submission of the letter of intent, experience in businesses similar to thoseof the Company and the Corporate Group, and potential for future competition, etc.) of theLarge-Scale Purchaser and its group (includes joint holders, specially related parties, major
shareholders or investors, and important subsidiaries and affiliated companies; if the Large-- 42 -

Scale Purchaser is a fund or a business entity related to its investment, includes major
partners and investors (whether direct or indirect), and other members, managing partners,
and persons who continuously provide investment advice)(b) Purpose (if there is any purpose such as acquisition of control, participation in management,
financial investment or strategic investment, transfer etc. of the Company’s sharecertificates to a third party after the Large-Scale Purchase, or to make a material proposal,
etc. (this refers to a “material proposal, etc.” as defined in Article 27-26, paragraph (1) of
the Financial Instruments and Exchange Act), or any other purpose, includes a statement tothat effect and a summary thereof. In addition, if there are multiple purposes, all of themshould be listed), method, and content (includes the class and number of the Company’s
share certificates, etc. to be acquired by the Large-Scale Purchase, the amount and type of
consideration for the Large-Scale Purchase, timing of the Large-Scale Purchase, structureof related transactions, policy for recovery of invested capital, legality of the method of theLarge-Scale Purchase, regulatory matters under domestic and foreign laws and regulations
that may be applicable to the Large-Scale Purchase, whether permits and approvals, etc.
will be maintained after completion of the Large-Scale Purchase, possibility of regulatorycompliance, feasibility of the Large-Scale Purchase and related transactions, and if there
are plans to further acquire the Company’s shares after the completion of the Large-Scale
Purchase, a statement to that effect and the reasons for such acquisition, if any, and if there
is a possibility of the Company’s share certificates, etc. being delisted after the completionof the Large-Scale Purchase, a statement to that effect and the reasons for such delisting, ifany. Furthermore, regarding the legality of the method of the Large-Scale Purchase, awritten opinion by a qualified attorney shall also be submitted.)(c) Basis for the calculated acquisition price for the Company’s shares and how the calculation
was arrived at (including facts that the calculation was based on, calculation method, what
entity performed the calculation and information concerning that calculating entity,
numerical information used in the calculation, details of the synergies envisioned from theseries of transactions related to the Large-Scale Purchase, and the specific names ofsuppliers of funds (including actual providers), financing method, and details of relatedtransactions)(d) Management policies, business plans, financial plans, capital policies, dividend policies,
asset utilization measures, etc. regarding the Company and the Corporate Group envisaged
after the completion of the Large-Scale Purchase (including opinions on specific measures
to avoid conflicts of interest between the Large-Scale Purchaser and the Company and its
shareholders; hereinafter referred to as “Post-Purchase Management Policies, etc.”)(e) The envisioned composition of officers of the Company and the Corporate Group after thecompletion of the Large-Scale Purchase (including the names and career summaries of thecandidates, whether the candidates have given their informal consent regarding theappointments, and their experience in businesses similar to those of the Company and the
Corporate Group, etc.)(f) Whether there will be changes in the relationship between the Company and the Corporate
Group and stakeholders such as customers, business partners, employees etc. of the- 43 -

Company and the Corporate Group after the completion of the Large-Scale Purchase, andthe details of such changes(g) Other information that the Company’s Board of Directors reasonably determines to benecessary
The Company’s Board of Directors may set a deadline, if needed, for the Large-Scale Purchaser tosubmit the information, from the perspective of quickly implementing the Large-Scale Purchase
Rules. However, if the Large-Scale Purchaser requests an extension based on reasonable grounds,
the deadline may be extended.
In addition, if, based on the above, after close examination of the Necessary Information that was
initially provided, the Company’s Board of Directors deems such Necessary Information to be
insufficient as information needed to evaluate and review the Large-Scale Purchase for theCompany’s shareholders to make judgments or the Company’s Board of Directors to form opinions,the Company’s Board of Directors may set a reasonable time limit as appropriate (of up to 60 days
from the initial date of receipt of such Necessary Information), and request the additional provisionof information from the Large-Scale Purchaser until the Necessary Information is complete.
In addition, if the Large-Scale Purchaser provides a reasonable explanation regarding why it isdifficult to provide parts of such Necessary Information despite the Company’s Board of Directors
having requested additional provision of such Information, the Board may conclude negotiations,etc. regarding the provision of information with the Large-Scale Purchaser, even if such Necessary
Information requested by the Company’s Board of Directors is incomplete, and begin reviewing theInformation as in (3) below.
(iii) The Company’s Board of Directors shall disclose the fact that a Large-Scale Purchase has been
proposed in a timely and appropriate manner, in accordance with laws and regulations and therules of the financial instruments exchange on which the Company is listed. In addition, if theNecessary Information provided to the Company’s Board of Directors is deemed necessary for
the Company’s shareholders to make judgments, the Necessary Information shall be disclosed
in a timely and appropriate manner, in accordance with laws and regulations and the rules of thefinancial instruments exchange on which the Company is listed.
Furthermore, if the Company’s Board of Directors determines that the Large-Scale Purchaser
has submitted all of the Necessary Information that is necessary and sufficient to evaluate andreview the Large-Scale Purchase, the Company’s Board of Directors shall send a notification tothat effect to the Large-Scale Purchaser, and disclose that information in a timely andappropriate manner, in accordance with laws and regulations and the rules of the financial
instruments exchange on which the Company is listed.
(3) Evaluation, review, etc. of the Necessary Information by the Company’s Board of Directors(i) After the Large-Scale Purchaser has completed the submission of the Necessary Information to
the Company’s Board of Directors, the Company’s Board of Directors shall set a period of timeto evaluate, review, negotiate, form opinions, and formulate alternative proposals (hereinafterreferred to as the “Board of Directors Evaluation Period”) which is appropriate considering thedifficulty of evaluating, etc. Large-Scale Purchases, of up to 60 days for a proposed purchase of
all of the Company’s shares through a tender offer with only cash (yen) as the consideration,and up to 90 days for other Large-Scale Purchases.

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(ii) During the Board of Directors Evaluation Period, the Company’s Board of Directors shallthoroughly evaluate and review the Necessary Information provided, receiving advice fromindependent third parties such as lawyers, accountants, and financial advisors as necessary. The
Company’s Board of Directors, respecting the Special Committee’s recommendations to thefullest extent possible, shall compile its opinions and disclose them in a timely and appropriatemanner, in accordance with laws and regulations and the rules of the financial instruments
exchanges on which the Company is listed.
(iii) The Company’s Board of Directors may, if necessary, conduct negotiations with the Large-Scale
Purchaser regarding improvements to the terms of the Large-Scale Purchase, or provide theshareholders with alternative proposals.
(4) Resolution by the Board of Directors and convening of a General Meeting of Shareholders
The Company’s Board of Directors shall respect the Special Committee’s recommendations to thefullest extent possible, and after thoroughly reviewing the necessity, appropriateness, etc. of taking
countermeasures (specifically, the gratis allotment of stock acquisition rights), shall pass a resolution
as an organ under the Companies Act concerning whether or not to trigger countermeasures, etc.
In addition, regarding the triggering of countermeasures, in the event that a Large-Scale Purchaser
does not adhere to the Large-Scale Purchase Rules and the Company’s Board of Directors decides
to hold a General Meeting of Shareholders to confirm the intentions of the shareholders regarding
the triggering of countermeasures (see 5. (1) below), or in the event that a Large-Scale Purchaser
adheres to the Large-Scale Purchase Rules (see 5. (3) below), the Company’s Board of Directors
shall set a period of up to 60 days (hereinafter referred to as the “Shareholder Review Period”) for
shareholders to thoroughly consider whether or not to trigger countermeasures pursuant to the Policy,
and hold a General Meeting of Shareholders of the Company during this Shareholder Review Period.
In such cases, the Company’s Board of Directors shall promptly carry out procedures for convening
a General Meeting of Shareholders of the Company, at which a proposal concerning the triggeringof countermeasures will be presented for approval. Specifically, it shall set a record date to determine
the shareholders who are eligible to exercise voting rights at that General Meeting of Shareholders,and provide public notice at least two (2) weeks prior to the record date. The shareholders who are
eligible to exercise voting rights at that General Meeting of Shareholders shall be those recorded in
the final shareholder registry as of the record date.
If the Company’s Board of Directors passes a resolution to convene a General Meeting of
Shareholders and decides on a record date, the Board of Directors Evaluation Period shall end onthat date, and the Shareholder Review Period shall begin immediately after.
When convening such a General Meeting of Shareholders, the Company’s Board of Directors shallsend shareholders written material that includes the Necessary Information submitted by the LargeScale Purchaser, the Board of Directors’ opinions of the Necessary Information, therecommendations of the Special Committee, the Board of Directors’ alternative proposals and otherinformation that the Company’s Board of Directors deems appropriate, together with the notice ofconvocation of the General Meeting of Shareholders, and shall disclose such information in a timely
and appropriate manner in accordance with laws and regulations and the rules of the financial
instruments exchanges on which the Company is listed.
The Company’s Board of Directors shall comply with the resolutions of that General Meeting of
Shareholders regarding whether or not to trigger countermeasures. Specifically, if a proposal totrigger countermeasures is rejected at that General Meeting of Shareholders, the Company’s Boardof Directors shall not trigger countermeasures. In such cases, the Shareholder Review Period shallend at the time of conclusion of that General Meeting of Shareholders. On the other hand, if a

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proposal to trigger countermeasures is approved at that Ordinary General Meeting of Shareholders,the Company’s Board of Directors shall promptly pass the resolutions needed to trigger
countermeasures after the conclusion of that General Meeting of Shareholders. In such cases, theShareholder Review Period shall end at the time of conclusion of that Board of Directors meeting.
In addition, the results of that General Meeting of Shareholders shall be disclosed in a timely andappropriate manner following the resolution of that General Meeting of Shareholders, in accordancewith laws and regulations and the rules of the financial instruments exchange on which the Company
is listed.
(5) Large-scale purchase waiting period
If a Shareholder Review Period is not set, the large-scale purchase waiting period shall be from thedate the statement of intent described in (2) (i) above is submitted to the Company’s Board of
Directors until the end of the Board of Directors Evaluation Period; and if a Shareholder Review
Period is set, from the date the statement of intent described in (2) (i) above is submitted to theCompany’s Board of Directors until the end of the combined periods of the Board of Directors
Evaluation Period and Shareholder Review Period. Also, Large-Scale Purchases, including theinitiation of tender offers, may not be conducted during the large-scale purchase waiting period.
Therefore, Large-Scale Purchases may be initiated only after the large-scale purchase waiting period
is over.
5.

Responses in the event of a Large-Scale Purchase(1) If the Large-Scale Purchaser does not adhere to the Large-Scale Purchase Rules
If the Large-Scale Purchaser does not adhere to the Large-Scale Purchase Rules, regardless of thespecific purchase method, the Company’s Board of Directors shall, in principle, decide to hold aGeneral Meeting of Shareholders as soon as possible in order to ensure and enhance the Company’s
corporate value and ultimately the common interests of our shareholders over the medium to longterm, and following such a decision, shall promptly convene a General Meeting of Shareholders to
ask shareholders to decide whether or not to trigger countermeasures. The holding of the General
Meeting of Shareholders and subsequent responses, etc. depending on the approval or rejection of
the proposal are as described in 4. (4) above.
However, if it is deemed impossible or difficult to hold a General Meeting of Shareholders before a
Large-Scale Purchase is made due to the lack of cooperation on the part of the Large-Scale Purchaser
in ensuring the time necessary to hold a General Meeting of Shareholders, or for any other reason,
the Company’s Board of Directors shall, in principle, take countermeasures to oppose the LargeScale Purchase, regardless of the specific purchase method, in order to protect the Company’s
corporate value and ultimately the common interests of its shareholders. The Company’s Board of
Directors shall respect the Special Committee’s recommendations to the fullest extent possible when
judging whether the Large-Scale Purchaser has adhered to the Large-Scale Purchase Rules, judging
whether it is impossible or difficult to hold a General Meeting of Shareholders before a Large-Scale
Purchase is made, and judging whether countermeasures should be triggered upon deeming theLarge-Scale Purchaser not to have adhered to the Large-Scale Purchase Rules. Cases where the gratis
allotment of stock acquisition rights is carried out as a countermeasure are, in principle, as outlinedin Attached Document 4 (page 58 and 59 of this Notice of Convocation), but when actually carryingout the gratis allotment of stock acquisition rights, the Board of Directors may set a time period andother conditions for exercising such rights with an eye toward its effectiveness as a countermeasure,
such as making the exercise of stock acquisition rights conditional on the shareholder not belonging
to a specific group of shareholders whose percentage of voting rights exceeds a certain percentage.

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The Company’s Board of Directors shall disclose a summary of the recommendations by the Special
Committee and other matters deemed necessary by the Special Committee, following a resolution
by the Company’s Board of Directors, in a timely and appropriate manner, in accordance with laws
and regulations and the rules of the financial instruments exchanges on which the Company is listed.
(2) If the Large-Scale Purchaser adheres to the Large-Scale Purchase Rules
If the Large-Scale Purchaser adheres to the Large-Scale Purchase Rules, even if the Company’s
Board of Directors is opposed to that Large-Scale Purchase, it shall limit its actions to convincing
shareholders by such actions as expressing its opinion against that Large-Scale Purchase orpresenting alternative proposals, and, in principle, shall not execute any countermeasures against that
Large-Scale Purchase.
The shareholders shall decide whether to agree to the Large-Scale Purchaser’s Large-Scale Purchase,taking into consideration that Large-Scale Purchase and the opinions and alternative proposals, etc.
regarding that Large-Scale Purchase presented by the Company.
(3) Exceptional measures for when a Large-Scale Purchaser adheres to the Large-Scale Purchase
Rules
Even if the Large-Scale Purchase Rules are adhered to, in cases where it is determined that theCompany’s corporate value and ultimately the common interests of its shareholders will besignificantly impaired by that Large-Scale Purchase due to its falling under, for example, any of thefollowing (a) to (h), resulting in irreparable damage to the Company, the Company’s Board of
Directors, in accordance with the duty of care for Directors and upon recommendation of the Special
Committee, may, as an exception, decide to hold a General Meeting of Shareholders within the Boardof Directors Evaluation Period and promptly convene a General Meeting of Shareholders following
such a decision to ask shareholders to decide whether or not to trigger countermeasures. The holdingof the General Meeting of Shareholders and subsequent responses, etc. depending on the approvalor rejection of the proposal are as described in 4. (4) above. When reviewing and determining
whether or not the Large-Scale Purchase will significantly impair the Company’s corporate value
and ultimately the common interests of its shareholders, the Company’s Board of Directors shall, inorder to ensure the objectivity and reasonableness of its judgment, review the specific details of theLarge-Scale Purchaser and the Large-Scale Purchase (purpose, method, target, type and amount ofconsideration for the acquisition, etc.) as well as the impact of that Large-Scale Purchase on thecommon interests of our shareholders based on the Necessary Information, including the PostPurchase Management Policies, etc. provided by the Large-Scale Purchaser, and with the advice ofoutside experts such as lawyers, accountants, and financial advisors, and, after the recommendations
from the Special Committee, arrive at a judgment.
In addition, as in (1) above, the Company’s Board of Directors shall disclose a summary of therecommendations by the Special Committee and other matters deemed necessary by the Special
Committee, following a resolution by the Company’s Board of Directors, in a timely and appropriatemanner, in accordance with laws and regulations and the rules of the financial instruments exchanges
on which the Company is listed.
(a) If it is a case of so-called “greenmail”
Cases where a party is acquiring share certificates, etc. for the sole purpose of inflating theshare price and forcing Company officials to repurchase the share certificates, etc. at highprices, even though that party has no intention of truly participating in the management of
the Company, or when the purpose of acquiring share certificates, etc. is primarily to realize
short-term gains in profit- 47 -

(b) If the purpose is so-called “scorched earth”
Cases where a party is acquiring share certificates, etc. for the purpose of so-called“scorched earth” management, by temporarily controlling the management of the Company
and transferring intellectual property rights, know-how, trade secrets, major business
partners, customers, etc. necessary for managing the businesses of the Company and the
Corporate Group to the Large-Scale Purchaser or its group company, etc.
(c) If the purpose is to divert assets
Cases where a party is acquiring share certificates, etc. with the intention of diverting theassets of the Company or the Corporate Group as collateral for the debts of the Large-Scale
Purchaser or its group company, etc., or as funds for repayment, after assuming control ofthe management of the Company(d) If the purpose is to pay out high dividends or selling off and exiting
Cases where a party is acquiring share certificates, etc. to assume temporary control of the
management of the Company or to force the Company to sell or otherwise dispose of highvalue assets such as real estate and securities that are not currently relevant to the Corporate
Group’s business, in order to use the proceeds from such disposals to force the Company
to temporarily pay out high dividends, or to take advantage of a sharp rise in share prices
due to temporarily high dividends in order to sell off the shares at high prices and exit(e) If it is a coercive two-step acquisition, etc.
Cases where it is determined that the acquisition, etc. may effectively force shareholders tosell their shares in the Company, such as purchasing share certificates, etc. through tender
offers, etc. without soliciting the purchase of all shares in the initial stage of the purchaseand by setting unfavorable or unclear conditions for the second stage of the purchase(f) If the purchase conditions are determined to be insufficient
If it is determined that the purchase conditions for the Company’s shares proposed by theLarge-Scale Purchaser (including but not limited to the type and amount of purchaseconsideration, basis for calculating that amount, and the specific details, legality andfeasibility of other terms) are markedly insufficient or inappropriate, in light of theCompany’s corporate value and ultimately the common interests of its shareholders(g) If the management policy is determined to be insufficient
If it is determined that, because the Large-Scale Purchaser’s Post-Purchase Management
Policies, etc. are insufficient or inappropriate, the growth potential and stability of the
Corporate Group’s businesses may be undermined and the Company’s corporate value andultimately the common interests of its shareholders may be seriously impaired(h) If corporate value is damaged
Cases where it is determined that the Company’s corporate value and the common interestsof its shareholders may be significantly impaired by the acquisition of control by the LargeScale Purchaser, by destroying the Company’s relationships not only with the Company’s
shareholders but also those with its customers, business partners, employees, creditors, andother interested parties, which are essential for sustainably growing the corporate value of
the Corporate Group; or, comparing future corporate value over the medium to long term,
if the Company’s corporate value in the event that the Large-Scale Purchaser acquires
control of the Company is determined to be significantly inferior compared to the- 48 -

Company’s corporate value in the event that the Large-Scale Purchaser does not acquire
control of the Company(4) Suspension of or changes in the triggering of countermeasures
If, after the Company’s Board of Directors or the General Meeting of Shareholders passes a
resolution to execute specific countermeasures as in (1) or (3) above, the Company’s Board of
Directors determines it is not necessary to trigger countermeasures for reasons such as the LargeScale Purchaser withdrawing or making changes to the Large-Scale Purchase, the Board of Directors
may suspend or change, etc. the triggering of countermeasures, respecting the Special Committee’s
recommendations to the fullest extent possible. In the event a gratis allotment of stock acquisitionrights is carried out as a countermeasure, even after the Company’s Board of Directors has resolved
to carry out a gratis allotment or after a gratis allotment has already been carried out, if theCompany’s Board of Directors determines that the triggering of countermeasures is inappropriate
due to such reasons as the Large-Scale Purchaser withdrawing or making changes to the Large-Scale
Purchase, the Board of Directors may, respecting the Special Committee’s recommendations to thefullest extent possible, suspend the triggering of countermeasures by canceling the gratis allotmentof stock acquisition rights up till the day before the effective date of the gratis allotment of stockacquisition rights, or, if the gratis allotment of stock acquisition rights has already been carried out,
having the Company acquire those stock acquisition rights gratis up till the day before the start ofthe exercise period. If the Company’s Board of Directors suspends or changes, etc. the triggering ofsuch countermeasures, it will disclose that fact in a timely and appropriate manner, in accordancewith laws and regulations and the rules of the financial instruments exchanges on which theCompany is listed.
6.

Impact on shareholders and investors(1) Impact, etc. of Large-Scale Purchase Rules on shareholders and investors
The purpose of the Large-Scale Purchase Rules is to provide shareholders with the informationnecessary to decide whether or not to agree to a Large-Scale Purchase, as well as with the opinions,etc. of the Company’s Board of Directors which is currently responsible for the management of theCompany. This will enable shareholders to make appropriate decisions regarding whether or not toagree to the Large-Scale Purchase, taking into consideration sufficient information and proposals,
and we believe that this will protect the Company’s corporate value and ultimately the common
interests of its shareholders. Therefore, we believe that the establishment of Large-Scale Purchase
Rules is a prerequisite for shareholders and investors to make appropriate decisions, and willcontribute to the interests of our shareholders and investors.
Also, as described in 5. “Responses in the event of a Large-Scale Purchase” above, because theCompany’s response to Large-Scale Purchases will differ depending on whether or not the LargeScale Purchaser adheres to the Large-Scale Purchase Rules, shareholders and investors are requested
to pay close attention to the actions of Large-Scale Purchasers.
(2) Impact, etc. on shareholders and investors if countermeasures are triggered
If the Large-Scale Purchaser has not adhered to the Large-Scale Purchase Rules, or even if the LargeScale Purchase Rules are adhered to, if it is determined that the Company’s corporate value andultimately the common interests of its shareholders will be significantly impaired by the Large-Scale
Purchase by causing irreparable damage to the Company, the Company’s Board of Directors, in orderto protect the Company’s corporate value and ultimately the common interests of our shareholders,
may take countermeasures (gratis allotment of stock acquisition rights), but considering how the- 49 -

countermeasure is structured, we do not expect a situation to arise in which our shareholders(excludes Large-Scale Purchasers who have violated the Large-Scale Purchase Rules and persons
who have a certain relationship with them; as well as Large-Scale Purchasers who are carrying out
Large-Scale Purchases that are deemed to significantly impair the interests of the Company’s
shareholders as a whole, and persons who have a certain relationship with them. The same shallapply hereinafter in this item) suffer any significant losses, either in terms of legal rights or economic
aspects.
If gratis allotment of stock acquisition rights is carried out as a countermeasure, the allotment will
be made to the shareholders recorded in the shareholder registry as of the allotment date of the stockacquisition rights. Shareholders will be allotted stock acquisition rights without the need to subscribe
for them, and since they will receive the Company’s shares as consideration for the acquisition ofstock acquisition rights without paying in the money equivalent to the exercise price of the stockacquisition rights due to the Company processing their acquisition of stock acquisition rights, there
is no need for procedures such as subscriptions or payments. However, in such cases, the Company
may require the shareholders receiving the allotment of stock acquisition rights to separately submit
a written pledge in a format designated by the Company that they are not Large-Scale Purchasers,
etc.
Furthermore, even after the stock acquisition rights allotment date or after the stock acquisition rights
become effective, the Company may cancel the allotment of stock acquisition rights by the day
before the start date of the exercise period for stock acquisition rights, or the Company may acquire
stock acquisition rights gratis without delivering Company’s shares in exchange for the stockacquisition rights, due to such circumstances as, for example, the Large-Scale Purchaser withdrawing
the Large-Scale Purchase, etc. In such cases, shareholders or investors who have bought or soldshares based on the premise that the value of each share will be diluted may suffer corresponding
losses due to fluctuations in share price.
7.

Commencement of application, effective period, continuation and abolishment of the Policy
The Policy shall become effective upon approval by shareholders at this General Meeting of
Shareholders, and its effective period shall be until the time of conclusion of the Ordinary General
Meeting of Shareholders pertaining to the last fiscal year among the fiscal years ending within three (3)years from the time of conclusion of this General Meeting of Shareholders (the 76th Ordinary General
Meeting of Shareholders of the Company, scheduled to be held in June 2027).
However, even after the continuation of the Policy has been approved at this General Meeting of
Shareholders and the Policy has become effective, if (1) a resolution is passed at the Company’s General
Meeting of Shareholders to abolish the Policy, or (2) a resolution is passed by the Board of Directors
consisting of Directors elected at the Company’s General Meeting of Shareholders to abolish the Policy,
the Policy shall be abolished at that time.
Furthermore, even during the effective period of the Policy, the Company’s Board of Directors may
review it from time to time from the perspective of enhancing corporate value and ultimately thecommon interests of the shareholders, and may make changes to the Policy with the approval of theGeneral Meeting of Shareholders.
In this way, if a decision is made to continue, change, or abolish the Policy, the Company’s Board of
Directors will disclose the details in a timely and appropriate manner, in accordance with laws andregulations and the rules of the financial instruments exchanges on which the Company is listed.
Furthermore, even during the effective period of the Policy, the Company’s Board of Directors maychange the contents of the Policy as necessary with the approval of the Special Committee, provided
that such changes do not disadvantage the shareholders, if laws and regulations related to the Policy- 50 -

have been newly established, revised or abolished, and it is appropriate to reflect such new establishment,
revision or abolition; if it is appropriate to correct the wording due to typographical errors, etc.; and inconsideration of future trends in judicial decisions, etc. and in response to financial instruments
exchanges and other public institutions, etc.
If the Company’s Board of Directors believes that such changes concern fundamental aspects of the
Policy and it is necessary to confirm the intentions of the shareholders, the Board of Directors shallconsult the shareholders anew on changes to the Policy at a General Meeting of Shareholders.
8.

Reasonableness of the Policy (on the Policy being in line with the Basic Policy on Control of theCompany and in accord with the Company’s corporate value and ultimately the common interestsof its shareholders, with its purpose not being in maintaining the position of the Company’s
officers)(1) Satisfies the requirements of the guidelines on policies for responding to acquisitions
The Policy satisfies the three principles (the principle of ensuring and improving corporate value andthe common interests of shareholders, the principle of prior disclosure and shareholders’ intent, andthe principle of ensuring necessity and reasonableness) set forth in the “Guidelines Regarding
Takeover Defense for the Purpose of Protection and Enhancement of Corporate Value andShareholder’s Common Interests” released by the Ministry of Economy, Trade and Industry (METI)
and the Ministry of Justice on May 27, 2005, as well as the three principles (the principle of corporate
value and shareholders’ common interests, the principle of shareholders’ intent, and the principle oftransparency) set forth in the “Guidelines for Corporate Takeovers” released by the Fair Acquisition
Study Group established within METI on August 31, 2023, and is highly reasonable.
The contents of the Policy are also based on the contents of “Takeover Defense Measures in Light
of Recent Environmental Changes” released by the Corporate Value Study Group established within
METI on June 30, 2008, and of “Principle 1.5 Anti-Takeover Measures” in Japan’s Corporate
Governance Code released by Tokyo Stock Exchange, Inc. on June 1, 2015, and other practices anddiscussions regarding policies for responding to acquisitions.
(2) Has been introduced and is being continued with the aim of ensuring and enhancing thecommon interests of shareholders
As described in 3. (1) “Purpose of continuing the Policy,” the Policy has been introduced and isbeing continued with the aim of ensuring and enhancing the Company’s corporate value andultimately the common interests of shareholders by making it possible, in the event of a Large-Scale
Purchase of the Company’s shares, to secure the information and time necessary for shareholders todecide whether or not to agree to the Large-Scale Purchase or for the Company’s Board of Directors
to present alternative proposals, and to negotiate with purchasers, etc. on behalf of the shareholders.
Furthermore, the continuation of the Policy is subject to the approval of shareholders, and since it ispossible to abolish the Policy if shareholders so wish, we consider it guaranteed that the Policy will
not impair the common interests of the shareholders.
(3) Reflects the will of shareholders
The Policy will become effective upon approval by shareholders at this General Meeting of
Shareholders, and reflects the will of the shareholders regarding the continuation of the Old Policy.

- 51 -

Also, even if the Policy has been continued and is still in effect, if a resolution to abolish the Policy
is passed at the Company’s General Meeting of Shareholders, the Policy will be abolished at thattime, reflecting the will of the shareholders.
Also, under the Policy, if the Large-Scale Purchaser adheres to the Large-Scale Purchase Rules, wehave limited the instances in which the Company’s Board of Directors may trigger countermeasures
to instances where a resolution to trigger countermeasures has been passed at the General Meetingof Shareholders. In addition, even if the Large-Scale Purchaser does not adhere to the Large-Scale
Purchase Rules, when the Company’s Board of Directors triggers countermeasures under the Policy,
it has been established as a principle that a resolution to trigger countermeasures must be passed at
the General Meeting of Shareholders. In this way, the Policy reflects the will of the shareholders indetermining whether the triggering of countermeasures is appropriate as well.
(4) Places emphasis on the judgment of highly independent outsiders
As described in 5. “Responses in the event of a Large-Scale Purchase” above, the triggering ofcountermeasures under the Policy requires that a Special Committee consisting of members who are
independent from the management team that executes the Company’s business be consulted, and therecommendations of that Committee be respected to the fullest extent possible. Procedures toguarantee the transparent implementation of the Policy are firmly in place, in order to operate the
Policy appropriately, prevent arbitrary judgments from being made by the Board of Directors, andcontribute to the Company’s corporate value and ultimately the common interests of the shareholders.
(5) Is not a dead-hand or slow-hand type of response policy
The Policy can be abolished by the Board of Directors, which is composed of Directors elected at
the Company’s General Meeting of Shareholders. Therefore, the Policy is not a dead-hand type of
response policy (a response policy in which the triggering of countermeasures cannot be halted even
if a majority of the constituent members of the Board of Directors are replaced). In addition, while
the term of office for Directors (excluding those who are Audit and Supervisory Committee
Members) is one year, and the term of office for Directors who are Audit and Supervisory Committee
Members is two years, since the Company does not have a staggered term system for Directors, it is
not a slow-hand type of response policy either (a response policy in which it takes time to halt thetriggering of countermeasures, since the constituent members of the Board of Directors cannot be
replaced at once).
The Company does not have additional requirements regarding resolutions to dismiss Directors, suchas the requirement for a special resolution.

1A specific shareholder group refers to (i) holders (includes persons included as holders as stipulated in Article 27-23,

paragraph (3) of the Financial Instruments and Exchange Act; the same applies hereinafter) of the Company’s sharecertificates, etc. (refers to share certificates, etc. as stipulated in Article 27-23, paragraph (1) of the same Act) and theirjoint holders (refers to joint holders as stipulated in Article 27-23, paragraph (5) of the same Act, and includes persons
deemed to be joint holders pursuant to paragraph (6) of the same Article; the same applies hereinafter); or (ii) persons whopurchase, etc. (refers to purchases, etc. as stipulated in Article 27-2, paragraph (1) of the same Act, and includes thosemade on financial instruments exchange markets) share certificates, etc. (refers to share certificates, etc. as stipulated in
Article 27-2, paragraph (1) of the same Act) of the Company, and their specially related parties (refers to specially related
persons as stipulated in Article 27-2, paragraph (7) of the same Act). The same applies hereinafter.
2The percentage of voting rights refers to the combined total of (i) the percentage of share certificates, etc. (refers to theownership ratio of share certificates, etc. as stipulated in Article 27-23, paragraph (4) of the Financial Instruments and- 52 -

Exchange Act) held by that holder, if the specific shareholder group falls under Note 1 (i); or (ii) the percentage of sharecertificates, etc. (refers to the ownership ratio of share certificates, etc. as stipulated in Article 27-2, paragraph (8) of thesame Act) of that Large-Scale Purchaser and those specially related persons, if the specific shareholder group falls under
Note 1 (ii). Furthermore, when calculating the percentage of voting rights, whichever among the securities report,
semiannual report, or reports on repurchase that has been most recently submitted to the authorities may be used todetermine the total number of voting rights (as stipulated in Article 27-2, paragraph (8) of the Financial Instruments andExchange Act) and the total number of issued shares (as stipulated in Article 27-23, paragraph (4) of the same Act). The
same applies hereinafter.
Share certificates, etc. refer to either the share certificates, etc. stipulated in Article 27-23, paragraph (1) of the Financial

3

Instruments and Exchange Act, or the share certificates, etc. stipulated in Article 27-2, paragraph (1) of the same Act. The
same applies hereinafter.
4Determination of whether such actions has been taken shall be made by the Company’s Board of Directors in a reasonable

manner, based on the recommendations of the Special Committee. Furthermore, the Company’s Board of Directors may
request the Company’s shareholders to provide necessary information to the extent deemed necessary to determine whether
an action falls under the category of such actions.
5Determination of whether a relationship has been established between a certain shareholder and another shareholder inwhich one party effectively controls the other, or in which they act jointly or in cooperation, shall be based on whether new
investment relationships, business alliances, transactions or contractual relationships, interlocking officerships, funding
relationships, credit-granting relationships, etc. are formed, and the direct or indirect influence that the shareholder and theother shareholder exert on the Company.

- 53 -

(Attached Document 1)
Outline of the Policy(Flow chart in the event a Large-Scale Purchase is initiated)
3. (2)

Emergence of Large-Scale Purchaser(Purchase of 20% or more of voting rights regardless of the purchase method)
If Large-Scale Purchase Rules are followed

If Large-Scale Purchase Rules are not followed

4. (2) (i)Submission of letter of intent by Large-Scale
Purchaser
4. (2) (ii)Issuance of List of Necessary Information to LargeScale Purchaser (Within 10 business days from the day

If the rules are
not followed,
conducted
whenevernecessaryof receipt of the letter of intent)
4. (2) (ii)

Receipt of necessary information from Large-Scale
Purchaser
If the received information is
insufficient, request of additional
information with a deadline of 60
days

Board of Directors
4. (3) (i)(Max. 60 days or max. 90 days)
 Evaluation/review of acquisition
proposal Negotiation with Large-Scale
Purchaser Opinion formation
 Development of an alternative
proposal

4. (2) (ii)3. (3)

Consultation

Consultation

Recommendation

4. (3) (ii)4. (4)
5. (3)

Special Committee

Large-Scale Purchase waiting period

Examination
4. (2) (ii)

Recommendation

5. (1)

5.(1)Board of Directors* “Recommendations” of the Special
Committee are respected to thefullest extent possible* “Recommendations” of the Special
Committee are respected to thefullest extent possible

5. (2)

4. (2) (iii)
4. (4)
5. (3)

5. (3)

5. (1)

Timely disclosure
In cases it is determined that the acquisition
will significantly impair the Company’s
corporate value and ultimately the common
interests of shareholders

5. (1)

5. (3)
5. (1)

Shareholder Review Period (Max. 60 days)
4. (4)

General Meeting of Shareholders
4. (5)Pass

Veto

No execution ofcountermeasures

Execution of countermeasures(Allotment of stock acquisition rights without contribution)
4. (4)

Timely disclosure (Results of theGeneral Meeting of Shareholders)(Note) The figure is a diagram of the flow of typical procedures to contributeto the understanding of the Policy, and not all of the procedures arepresented. Refer to the main text for details. In addition, the numbersin the diagram correspond to the numbers of the main sections in thetext.

- 54 -

(Attached Document 2)
Outline of Special Committee Regulations• The Special Committee shall be established by resolution of the Company’s Board of Directors.
• The Special Committee shall consist of three (3) or more members, and will be chosen by resolution of
the Company’s Board of Directors from outside Directors of the Company who are independent from the
management team that executes the Company’s business, in order to allow for fair and impartial judgments.
• The chairperson of the Special Committee shall be elected from among the Committee members.
• The term of office for Special Committee members shall be three (3) years from the date of their
appointment. However, if the effective period of the Policy expires, if a resolution to abolish the Policy ispassed at a General Meeting of Shareholders, or if a resolution to abolish the Policy is passed by the Boardof Directors, the term of office for Committee members shall expire at the same time the Policy isterminated or abolished. Additionally, if a member of the Special Committee ceases to be an outside
Director, his/her term of office as a member of the Special Committee shall also end at the same time.
• The Special Committee will make decisions on the matters listed below, and will make recommendations
to the Company’s Board of Directors together with the reasons and rationale for the contents of suchdecisions. The Company’s Board of Directors shall respect the recommendations of the Special Committee
to the fullest extent possible in making the final decision.
(i) Triggering of countermeasures (the gratis allotment of stock acquisition rights) against LargeScale Purchases (includes reviewing and judging whether or not Large-Scale Purchases
significantly impair the common interests of shareholders)(ii) Holding a General Meeting of Shareholders regarding the triggering of countermeasures(iii) Suspending the triggering of countermeasures(iv) Important matters regarding the Policy(v) Other matters for which the Company’s Board of Directors requests the Special Committee tomake recommendations
・ The Special Committee may obtain advice from independent third parties such as lawyers, accountants,
financial advisors, and other outside experts as necessary and at the expense of the Company.
• Resolutions of the Special Committee shall be made by a majority vote in the presence of a majority of theCommittee members. If a resolution of the Special Committee cannot be passed due to a tie vote, thechairperson of the Special Committee shall make the decision.

- 55 -

(Attached Document 3)
Career Summary of Special Committee Members
Upon the continuation of the Policy, the following four (4) members are scheduled to serve as Special
Committee members.
(Date of Birth: February 14, 1954)[Reelection]
Yasuji Omura[Career summary]
April 1979
Joined Mitsui Petrochemical Industries Ltd. (current Mitsui Chemicals, Inc.)
June 2005
Executive Officer, Business Sector General Manager of Basic Chemicals Planning & Coordination Division,
and Business Sector General Manager of Raw Materials Purchasing Division
June 2009Managing Director, General Manager of Corporate Planning Division, and Representative in China
June 2011
Senior Managing Director, responsible for corporate planning/new business promotion/responsible care
April 2013
Representative Director, Executive Vice President, Executive of Production & Technology Center andresponsible for SCM/logistics/purchasing
June 2016
Executive Vice President and Business Sector President of Basic Materials Business Sector
April 2018
Special Assistant to the President and responsible for Vietnam Project
April 2019
Special Counselor
April 2020
Counselor (resigned in June 2020)
June 2020
Outside Director of the Company (current position)
June 2021
Outside Director of Gun Ei Chemical Industry Co., Ltd. (current position)* Yasuji Omura is an outside Director as defined in Article 2, Item 15 of the Companies Act.
* He is scheduled to be appointed as a Director who is not an Audit and Supervisory Committee Member after the Company’stransition to a company with an Audit and Supervisory Committee.
(Date of Birth: August 26, 1960)[Reelection]
Rika Miyagawa[Career summary]
April 1983
Joined Fujitsu Micon Systems Co., Ltd.
April 1985
Joined Fujitsu OA Co., Ltd.
November 1989 Joined “K” LINE AIR SERVICE, LTD. (current “K” LINE LOGISTICS, LTD.)
July 2013
General Manager, Business Process Improvement Division and General Manager, Internal Audit Division
July 2014
General Manager, Business Process Improvement Division
June 2016
Director (responsible for Business Process Improvement Division, Information System Department)(resigned in June 2019)
June 2021
Outside Director of the Company (current position)* Rika Miyagawa is an outside Director as defined in Article 2, Item 15 of the Companies Act.
* She is scheduled to be appointed as a Director who is not an Audit and Supervisory Committee Member after the Company’stransition to a company with an Audit and Supervisory Committee.
(Date of Birth: April 21, 1961)[Reelection]
Tatsuhiro Maeda[Career summary]
October 1989
Joined Tohmatsu Awoki & Sanwa (current Deloitte Touche Tohmatsu LLC) (resigned in December 2006)
August 1994
Registered CPA
January 2007
Representative of Tatsuhiro Maeda Certified Public Accounting Office (current position)
February 2007 Registered Tax Accountant
July 2015
Outside Auditor, Nippon View Hotel Co., Ltd. (resigned in September 2019)
June 2018
Outside Audit & Supervisory Board Member of the Company (current position)* Tatsuhiro Maeda is an outside Audit & Supervisory Board Member as defined in Article 2, Item 16 of the Companies Act.
* He is scheduled to be appointed as a Director who is an Audit and Supervisory Committee Member after the Company’stransition to a company with an Audit and Supervisory Committee.

- 56 -

(Date of Birth: November 22, 1960)[New election] Takeo Sakakibara[Career summary]
April 1983
Joined Lion Corporation
September 2002 Representative of Takeo Sakakibara Tax Accountant Office (current position)
March 2006
Director of Corporate Planning Department of Lion Corporation
January 2008
Director of Living Care Business Department, Household Products Division
January 2010
Executive Officer, Executive General Manager of Health Care Products Division
January 2012
Executive Officer, President of Lion Trading Co., Ltd.
January 2016
Executive Officer, Assistant to the President
March 2016
Director, Executive Officer, Responsible for Risk Management, Corporate Planning Department, Finance
Department, Consumer Service Center, Pharmaceutical Affairs and Quality Assurance Department, andLegal Department
March 2017
Director, Senior Executive Officer, Responsible for Risk Management, Corporate Planning Department,
Finance Department, Consumer Service Center, Pharmaceutical Affairs and Quality Assurance Department,
and Legal Department (resigned in March 2022)
June 2022
Outside Director of COMANY INC. (current position)
December 2022 Advisor of DAC Holdings Co., Ltd. (current position)
June 2023
Outside Audit & Supervisory Board Member of the Company (current position)* Takeo Sakakibara is an outside Audit & Supervisory Board Member as defined in Article 2, Item 16 of the Companies Act.
* He is scheduled to be appointed as a Director who is an Audit and Supervisory Committee Member after the Company’stransition to a company with an Audit and Supervisory Committee.

The Company has registered outside Directors Yasuji Omura and Rika Miyagawa and outside Audit &Supervisory Board Members Tatsuhiro Maeda and Takeo Sakakibara as independent officers as stipulated by
the Tokyo Stock Exchange.

- 57 -

(Attached Document 4)
Outline of Stock Acquisition Rights
1.

Shareholders eligible for gratis allotment of stock acquisition rights, and the allotment method
The Company shall allot one (1) stock acquisition right gratis for each share of the Company’s commonshares (this does not apply to common shares held by the Company) held by shareholders who arerecorded in the last shareholder registry as of a certain date (hereinafter referred to as the “Allotment
Date”) set by the Company’s Board of Directors.

2.

Class and number of shares subject to stock acquisition rights
The class of shares to be issued upon exercise of stock acquisition rights shall be the Company’scommon shares, and the number of shares to be issued upon exercise of each stock acquisition rightshall be one (1) share. However, if the Company carries out a stock split or a reverse split, necessary
adjustments shall be made.

3.

Total number of stock acquisition rights allotted to shareholders
The number obtained by subtracting the total number of outstanding shares of the Company’s commonshares (excluding, however, the Company’s common shares held by the Company) from the Company’s
total number of shares authorized to be issued by the Company as of the Allotment Date shall be theupper limit. The Company’s Board of Directors may allot stock acquisition rights multiple times.

4.

Assets to be contributed upon exercise of each stock acquisition right, and their value
Assets to be contributed upon exercise of each stock acquisition right shall be cash, the amount of whichshall be determined by the Company’s Board of Directors to be one (1) yen or more. If the Company’s
Board of Directors decides to acquire stock acquisition rights, the Company may deliver new shares tothe shareholders as consideration for the acquisition of the stock acquisition rights by the Company
without paying an amount equivalent to the exercise price.

5.

Restrictions on transfer of stock acquisition rights
Acquisition of stock acquisition rights through the transfer of such stock acquisition rights shall require
the approval of the Company’s Board of Directors.

6.

Conditions for exercising stock acquisition rights
Conditions for exercising stock acquisition rights include not being a person belonging to a specificshareholder group that holds 20% or more of voting rights (this does not apply to persons approved by
the Company’s Board of Directors in advance). Details of conditions for exercising stock acquisitionrights shall be stipulated separately by the Company’s Board of Directors.

7.

Stock acquisition rights exercise period, etc.
The date the allotment of stock acquisition rights becomes effective, exercise period, provisions foracquisition, and other necessary matters shall be stipulated separately by the Company’s Board of
Directors. Provisions for acquisition may be set to make it possible for the Company to acquire stock- 58 -

acquisition rights held by parties other than those not permitted to exercise stock acquisition rights
because of conditions for exercising rights in 6. above and deliver shares of the Company’s commonshares, the number of which shall be separately determined by the Board of Directors, per one stockacquisition right, or for the Company to acquire stock acquisition rights gratis without delivering
Company shares in exchange for stock acquisition rights. However, the Company does not expect todeliver cash as consideration for the acquisition of stock acquisition rights held by parties who are notpermitted to exercise stock acquisition rights.

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