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

Securities Code: 6485
June 6, 2023
(Start date of measures for electronic provision: June 1, 2023)
To our shareholders:Yuichi Taniai, President and Representative Director
MAEZAWA KYUSO INDUSTRIES CO., LTD.
2-14-4 Takaban, Meguro-ku, Tokyo

Notice of the 67th Ordinary General Meeting of Shareholders
We would like to inform you that the 67th Ordinary General Meeting of Shareholders of MAEZAWA KYUSO
INDUSTRIES CO., LTD. (the “Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for whichmeasures for providing information in electronic format are to be taken) in electronic format, and has posted theinformation on each of the following websites. Please access either of the websites to view the information.
The Company’s website:
https://www.qso.co.jp/ir/soukai.html (in Japanese)
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/6485/teiji/ (in Japanese)
Tokyo Stock Exchange website:
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “MAEZAWA KYUSO INDUSTRIES” in“Issue name (company name)” or the Company’s securities code “6485” 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].”)If you are unable to attend the meeting, you can exercise your voting rights either via the Internet or by mail. Please
review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights by no later
than 5:30 p.m. on Tuesday, June 27, 2023 using the method described in Information About Exercising Your Voting
Rights (in Japanese only).
1. Date and Time: Wednesday, June 28, 2023 at 10:00 a.m. (JST)
2. Venue:
HOTEL GAJOEN TOKYO, 2nd Floor, Hanashizuka
1-8-1 Shimomeguro, Meguro-ku, Tokyo
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 67th fiscal year (April 1, 2022 toMarch 31, 2023), as well as results of the Audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 67th fiscal year (April 1, 2022 to March 31, 2023)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Six Directors
Proposal No. 3
Election of Three Audit & Supervisory Board Members
Proposal No. 4
Election of One Substitute Audit & Supervisory Board Member-1-Proposal No. 5

Continuation of the defense plan against Large-Scale Purchase Actions of the shares of
the Company (takeover defense plan)
4. Decisions regarding the convocation(1) If voting rights are exercised in writing (by mail) and no indication has been given either to approve ordisapprove any of the proposals on the voting right exercise form, each will be considered as an indicationof approval.
(2) If you have exercised your voting rights both via the Internet and in writing, only the vote cast via the Internet
will be deemed effective.
(3) If you have exercised your voting rights more than once via the Internet, only the final exercise of the voting
rights shall be deemed effective.

Shareholders attending the meeting are kindly requested to check their physical health and test themselves for infection of
COVID-19 near the date of the general meeting of shareholders, and to take measures to prevent infection by, for example,
wearing a mask.
If attending the general meeting of shareholders in person, please present the voting form sent out with this notice at thereception desk. For the purpose of saving resources, please be sure to bring this notice with you.
In accordance with a revision of the Companies Act, in principle you are to check matters subject to measures for electronic
provision by accessing either of the websites mentioned above, and we have decided to deliver paper-based documents stating
the matters only to shareholders who request the delivery of paper-based documents by the record date. However, for this
General Meeting of Shareholders, we have delivered paper-based documents stating the matters subject to measures forelectronic provision to all shareholders, regardless of whether or not they have requested them.
Among the matters subject to measures for electronic provision, in accordance with the provisions of laws and regulations
and Article 15 of the Articles of Incorporation of the Company, the following matters are not provided in the paper-based
documents delivered to shareholders.
(i) “System to ensure appropriate business operations and summary of the operating status of the relevant system” and“Basic policy on Company control” in the Business Report section(ii) “Consolidated statement of changes in net assets” and “Notes to consolidated financial statements” in the Consolidated
Financial Statements section(iii) “Statement of changes in net assets” and “Notes to non-consolidated financial statements” in the Non-consolidated
Financial Statements section
Accordingly, the Business Report, Consolidated and Non-consolidated Financial Statements contained in these documents
are part of the documents audited by the Audit & Supervisory Board and the Financial Auditor at the time of preparation of
the audit report.
If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of thematters before and after the revisions will be posted on the websites mentioned above.
Please note that we will not be preparing any gifts for shareholders who attend the meeting.
We plan to record the meeting on video and post this on our website mentioned above as soon as possible after the meeting.
Other information for shareholders will be announced on the Company’s website mentioned above. Please check for all thelatest information.

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

Appropriation of Surplus

The Company strives to achieve both the return of profits to shareholders and contribute to various stakeholders
through business growth and improved performance. More specifically, the Company’s basic policy is to return
profits by taking into consideration the financial situation each fiscal year and future business development toconsider investments to promote business growth and protect the global environment.
In line with the aforementioned policy, the Company proposes to proceed with the payment of a year-end dividend
for the fiscal year ended March 31, 2023 as follows:(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amount¥18 per common share of the Company¥396,117,432
Accordingly, including the interim dividend of ¥15 per share, the annual dividend will be ¥33 per share.
(3) Effective date of dividends of surplus
June 29, 2023

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Proposal No. 2

Election of Six Directors

The terms of office of all six Directors will expire at the conclusion of this meeting. Therefore, the Company proposes
the election of six Directors.
The candidates for Director are as follows:
Candidate
No.

Name

GenderCurrent position andresponsibilities in the
Company
President and Representative
Director
Director, Chief of Sales
Headquarters
Director, Chief of
Administration Headquarters
Executive Officer, General
Manager of Fukushima Plant

1

Yuichi Taniai

Male

2

Hiroshi Sugimoto

Male

3

Yoichiro Taniguchi

Male

4

Eiichi Aoki

Male

5

Yasuo Iijima

Male

Outside Director

6

Misugi Kumazaki

FemaleOutside Director

Reelection: Candidate for reappointed Director
New election: Candidate for newly appointed Director
Outside: Candidate for outside Director
Independent: An independent officer pursuant to stock exchange regulations, etc.

-4-

Candidate
Attributes
Reelection
Reelection
Reelection
Newelection
Reelection
OutsideIndependent
Reelection
OutsideIndependent

Attendance at Boardof Directors meetings
12/12(100% attendance)
12/12(100% attendance)
12/12(100% attendance)

12/12(100% attendance)
9/9(100% attendance)Candidate
No.

Name
(Date of birth)
Reference information

Career summary, position and responsibilities in the Company
Mar. 1987
Feb. 1996
Jun. 2006
Jun. 2010

1[Reelection]
Yuichi Taniai(August 23, 1958)
Gender: Male
Term in office: 13 years
Attendance at Board of
Directors meetings:
12/12(100% attendance)

Jul. 2014

Apr. 2015

Jun. 2015

Jun. 2016

Jun. 2021

2

Joined the Company
General Manager of Hiroshima Sales Office
Executive Officer, General Manager of Tokyo
Sales Office, Sales Headquarters
Director, Executive Officer, Deputy Chief ofSales Headquarters (based in Tokyo), andGeneral Manager of Tokyo Sales OfficeDirector, Executive Officer, General Manager
of East Japan Sales Department, General
Manager of Tokyo Metropolitan Area Branch,and General Manager of Sales Support
Department
Director in charge of 1st and 3rd Sales
Divisions, General Manager of Tokyo
Metropolitan Area Branch, and General
Manager of Sales Support Department
Director in charge of 1st and 3rd Sales
Divisions and General Manager of Sales
Support Department
Director in charge of Sales Division andGeneral Manager of the Water Supply
Equipment Department
President and Representative Director (current
position)

Number ofCompany shares
owned

37,189 shares[Reasons for nomination as candidate for Director]
After serving as a manager at some of the Company’s key operations bases, Yuichi Taniai held important positions in
the Sales Division, including Director and Deputy Chief of the Sales Headquarters starting in 2010 and Director in
charge of the Sales Division and General Manager of the Water Supply Equipment Department starting in 2016. Sinceassuming the office of President and Representative Director in June 2021, he has assumed the great responsibility ofleading the Company’s management. The Board of Directors believes that his wealth of experience and track record
positions him as key personnel needed for the Company to achieve sustained growth and improve corporate value. He
has therefore been nominated as a candidate for Director.
Apr. 1989
Joined the Company
Apr. 2003
General Manager of Hiroshima Sales Office
Oct. 2010
Executive Officer, General Manager of
Chugoku and Shikoku Block, Sales
Headquarters[Reelection]
Jul. 2014
Executive Officer, General Manager of Kansai /Hiroshi Sugimoto
Chugoku and Shikoku Branch, West Japan(June 15, 1964)
Sales Department
Gender: Male
17,489 shares
Term in office: 4 years
Oct. 2015
General Manager of Business Administration
Attendance at Board of
Department, Business Administration Division
Directors meetings:
Apr. 2017
General Manager of Business Planning
12/12
Department(100% attendance)
Jun. 2019
Director in charge of Sales Division andGeneral Manager of Housing Equipment
Business Department
Oct. 2021
Director, Chief of Sales Headquarters (current
position)[Reasons for nomination as candidate for Director]
Hiroshi Sugimoto has held important positions at the Company, mainly in the Sales Division. He served as General
Manager of the Business Administration Department starting in 2015, and as Director in charge of the Sales Division
and General Manager of the Housing Equipment Business Department starting in 2019, and has led the Company’s
Sales Division as Director and Chief of the Sales Headquarters since October 2021. The Board of Directors believes
that his wealth of experience and track record positions him as key personnel needed for the Company to achievesustained growth and improve corporate value. He has therefore been nominated as a candidate for Director.

-5-Candidate
No.

Name
(Date of birth)
Reference information

Career summary, position and responsibilities in the Company
Apr. 1986
Apr. 2013

3[Reelection]
Yoichiro Taniguchi(August 5, 1962)
Gender: Male
Term in office: 4 years
Attendance at Board of
Directors meetings:
12/12(100% attendance)

Apr. 2016

Sep. 2016
Dec. 2016
Jun. 2019

Jun. 2020
Oct. 2021

4

Joined The Kyowa Bank, Ltd. (currently
Resona Bank, Limited)
General Manager (Branch Manager) of Kudan
Branch, Resona Bank, Limited
Joined Asunaro Aoki Construction Co., Ltd.
General Manager of 2nd Sales Department,
Tokyo Architectural Branch
Joined the Company
General Manager of Accounting Department
Director in charge of Management Division,
General Manager of Management Department,
and General Manager of Accounting
Department
Director in charge of Management Division,
General Manager of Management Department
Director, Chief of Administration Headquarters(current position)

Number ofCompany shares
owned

15,089 shares[Reasons for nomination as candidate for Director]
Yoichiro Taniguchi uses the knowledge and management experience gained by working at financial institutions andelsewhere to manage the accounting and financial operations of the Company as the General Manager of the
Accounting Department. He has led the Administrative Division as Director in charge of the Management Division and
the General Manager of the Management Department starting in 2019 and as Director and Chief of Administration
Headquarters since October 2021. The Board of Directors believes that his wealth of experience and track record
positions him as key personnel needed for the Company to achieve sustained growth and improve corporate value. He
has therefore been nominated as a candidate for Director.
Feb. 1990
Joined the Company
Oct. 2010
General Manager of Osaka Sales OfficeFeb. 2019
General Manager of the Kansai/Chubu Area
[New election]
Dec. 2019
General Manager of Production Planning
Eiichi Aoki
2,452 shares
Department(September 12, 1966)
Oct. 2021
Executive Officer, General Manager ofGender: Male
Fukushima Plant (current position)(Significant concurrent positions outside the Company)
Director of Maezawa Kyuso (Nanchang) Co., Ltd.
[Reasons for nomination as candidate for Director]
Eiichi Aoki has held important positions in the Sales, Planning and Production Divisions, including serving as amanager at some of the Company’s key operations bases. Since 2021 he has been in charge of the Company’s main
production base as Executive Officer, General Manager of the Fukushima Plant. The Board of Directors believes that
his wealth of experience and track record positions him as a person who can be expected to contribute to achieving
sustained growth and improved corporate value for the Company. He has therefore been nominated as a candidate for
Director.

-6-

Candidate
No.

Name
(Date of birth)
Reference information

Career summary, position and responsibilities in the Company
Apr. 2000
Apr. 2000

5

Number ofCompany shares
ownedRegistered as an attorney at law
Lawyerat Kioicho Law Office (current[Reelection]
position)[Outside]
Apr. 2015
Vice Chair of Daini Tokyo Bar Association[Independent]
Jun. 2015
Outside auditor (part-time) of Palsystem
Yasuo Iijima
Consumers’ Co-operative Union (scheduled to(June 11, 1968)
retire in June 2023)– shares
Gender: Male
Term in office: 3 years
Jun. 2020
Outside Director of the Company (current
Attendance at Board of
position)
Directors meetings:(Significant concurrent positions outside the Company)
12/12
Lawyer at Kioicho Law Office(100% attendance)
Outside auditor (part-time) of Palsystem Insurance Consumers’
Co-operative Federation (scheduled to take office in June 2023)[Reasons for nomination as candidate for outside Director and outline of expected duties]
Yasuo Iijima has experience as an outside auditor of the Consumers’ Co-operative Union, in addition to his knowledgeof legal affairs as a lawyer. The Board of Directors expects that he will draw on this experience and track record toprovide professional and objective advice to continue to improve the corporate value of the Company over the medium
to long term and strengthen the supervisory function of the Board of Directors. He has therefore been selected as a
candidate for outside Director. If he is appointed, as a member of the Remuneration Advisory Committee and theNominating Committee, he is expected to provide advice from an objective and neutral standpoint to the Board of
Directors. Mr. Iijima has never in the past been directly involved in the management of a company. However, theCompany judges that he will appropriately fulfill his duties as an outside Director based on the above reasons.

-7-

Candidate
No.

Name
(Date of birth)
Reference information

Career summary, position and responsibilities in the Company
Apr. 1978

6

Notes:

1.
2.

3.
4.

5.

6.

Number ofCompany shares
ownedJoined the Kanto-Shinetsu Regional Taxation
BureauJul. 2016
District Director of Honjo Tax Office
Jul. 2019
District Director of Kawagoe Tax Office(retired in July 2020)
Aug. 2020
Registered as a certified public tax accountant
Aug. 2020
Certified public tax accountant of Misugi
Kumazaki Tax Accountant Office (current[Reelection]
position)[Outside]
Apr. 2021
Deputy Chief of Office of Rulings and Legal[Independent]
Affairs, Kanto-Shinetsu Certified Public Tax
Misugi Kumazaki
Accountants’ Association (current position)(July 27, 1959)
Jun. 2021
Auditor of SHOTOKU-KAI (current position)
100 shares
Gender: Female
Term in office: 1 year
Jun. 2022
Outside Director of the Company (current
Attendance at Board of
position)
Directors meetings:
Aug. 2022
Outside Audit & Supervisory Board Member of
9/9
SIGMAKOKI CO.,LTD. (current position)(100% attendance)(Significant concurrent positions outside the Company)
Certified public tax accountant of Misugi Kumazaki Tax
Accountant Office
Deputy Chief of Office of Rulings and Legal Affairs, KantoShinetsu Certified Public Tax Accountants’ Association
Auditor of SHOTOKU-KAI
Outside Audit & Supervisory Board Member of SIGMAKOKICO.,LTD.
[Reasons for nomination as candidate for outside Director and outline of expected duties]
Misugi Kumazaki has held important positions with the National Tax Agency—namely, tax office district director—andhas expertise in management capacity and tax affairs cultivated in those positions. Since retiring from the agency, she
has gained experience as a certified public tax accountant and as an auditor of a social welfare corporation. The Boardof Directors expects that she will draw on this track record and experience to provide professional and objective advice
to continue to improve the corporate value of the Company over the medium to long term and strengthen the
supervisory function of the Board of Directors. She has therefore been selected as a candidate for outside Director. If
she is appointed, as a member of the Remuneration Advisory Committee and the Nominating Committee, she isexpected to provide advice from an objective and neutral standpoint to the Board of Directors. Ms. Kumazaki has neverin the past been directly involved in the management of a company. However, the Company judges that she willappropriately fulfill her duties as an outside Director based on the above reasons.
There is no special interest between any of the candidates and the Company.
The term of office for each candidate for reelection is the period from when the Director took office through to theconclusion of the General Meeting of Shareholders. Attendance at Board of Directors meetings is the number of meetings
the Director attended while in office during the current fiscal year.
Yasuo Iijima is scheduled to assume the position of outside auditor (part-time) at Palsystem Insurance Consumers’ Cooperative Federation on June 26, 2023.
The Company has entered into an agreement with Yasuo Iijima and Misugi Kumazaki to limit liability for damages under
Article 423, paragraph (1) of the Companies Act, based on the provisions in Article 427, paragraph (1) of said Act and the
Articles of Incorporation. The maximum amount of liability for damages under this agreement is the amount provided forunder laws and regulations. The Company plans to renew this agreement if their reelections are approved.
The Company has submitted notification to the Tokyo Stock Exchange, Inc. that Yasuo Iijima and Misugi Kumazaki havebeen designated as independent officers as provided for by the aforementioned exchange. If the reelections of Yasuo Iijima
and Misugi Kumazaki are approved, the Company plans for their designations as independent officers to continue.
The Company has entered into a directors and officers liability insurance agreement with an insurance company, which
will cover the cost of damages such as compensation payments and dispute costs incurred by the insured parties. If theelection of the candidates is approved, they will be included in the insured persons of the insurance agreement. The
Company also plans to update the insurance agreement with the same details next time it is renewed.

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Proposal No. 3

Election of Three Audit & Supervisory Board Members

The terms of office of all three Audit & Supervisory Board Members will expire at the conclusion of this meeting.
Therefore, the Company proposes the election of three Audit & Supervisory Board Members.
Consent has been obtained from the Audit & Supervisory Board regarding this proposal.
The candidates for Audit & Supervisory Board Member are as follows:
Candidate No.
1

Name

Candidate Attributes

Jun Kurotani

New election

New election
OutsideIndependent
New election
3
Hidenori Sakurai
OutsideIndependent
New election: Candidate for newly appointed Audit & Supervisory Board Member
Outside: Candidate for outside Audit & Supervisory Board Member
Independent: An independent officer pursuant to stock exchange regulations, etc.
2

Hiroki Ito-9-Current position in the Company
Executive Officer in charge of Audit
OfficeCandidate
No.

Name
(Date of birth)

Career summary and position
Apr. 1984
Feb. 1996
Jul. 2004

1

2

Number ofCompany shares
ownedJoined the Company
General Manager of Yokohama Sales Office
Executive Officer, General Manager of theBusiness Administration Department
Apr. 2008
Executive Officer, General Manager of Internal[New election]
Control Office
Jun Kurotani
20,200 shares
Jun. 2010
Executive Officer, General Manager of(March 6, 1960)
Production Schedule Department
Gender: Male
Jul. 2014
Executive Officer, General Manager of
Production Planning Department
Oct. 2021
Executive Officer in charge of West Japan
Apr. 2023
Executive Officer in charge of Audit Office(current position)[Reasons for nomination as candidate for Audit & Supervisory Board Member]
Jun Kurotani has held important positions, including serving as a manager at the Company’s operations base, as well as
General Manager of the Management Division and Production Division. Since 2021, he has been Executive Officer incharge of West Japan overseeing territory within the Sales Division, and since April 2023, he has been in charge of theInternal Audit Division as the Executive Officer in charge of Audit Office. The Board of Directors believes that his
wealth of experience and track record positions him as a person who can be expected to contribute to ensuring thesoundness of the Company’s management as an Audit & Supervisory Board Member. He has therefore been nominatedas a candidate for Audit & Supervisory Board Member.
Dec. 2007
Registered as an attorney at law
Dec. 2007
Joined Nishimura & Asahi as an attorney-at-law
Sep. 2013
Joined Iwata Godo as an attorney-at-law[New election](current position)[Outside]Mar. 2021
Outside Audit & Supervisory Board Member of[Independent]– shares
Recovery International Co., Ltd. (current
Hiroki Itoposition)(September 18, 1981)(Significant concurrent positions outside the Company)
Gender: Male
Attorney-at-law at Iwata Godo
Outside Audit & Supervisory Board Member of Recovery
International Co., Ltd.
[Reasons for nomination as candidate for outside Audit & Supervisory Board Member]
Along with his extensive knowledge of legal affairs as an attorney-at-law, Hiroki Ito has experience serving as an
outside Audit & Supervisory Board Member of a company. The Board of Directors believes that he will be able toappropriately conduct audits of the Company from an objective standpoint by utilizing such knowledge and experience.
He has therefore been nominated as a candidate for outside Audit & Supervisory Board Member. Mr. Ito has never inthe past been directly involved in the management of a company. However, the Company judges that he willappropriately fulfill his duties as an outside Audit & Supervisory Board Member based on the above reasons. Although
MAEZAWA KYUSO INDUSTRIES has dealings of a legal nature (advice, etc.) with the law firm of Iwata Godo towhich Hiroki Ito is affiliated with, the transactional amount as of the fiscal year ended March 2023 was less than 1
million yen, which is less than 0.01% of the net sales of both companies.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary and position
Oct. 2002

3

Notes:

1.
2.

3.

4.

Number ofCompany shares
ownedJoined Shin Nihon & Co. (currently Ernst &Young ShinNihon LLC)
Mar. 2006
Registered as a certified public accountant
Aug. 2006
Joined AKJ Partners[New election]
Apr. 2013
Joined Frontier Management Inc.
[Outside]
Jul. 2014
Representative Director of Ishin Capital[Independent]– shares
Partners (current position)
Hidenori Sakurai
Jan. 2020
Outside Audit & Supervisory Board Member of(June 5, 1979)
Bansei Securities Co., Ltd. (current position)
Gender: Male
(Significant concurrent positions outside the Company)
Representative Director of Ishin Capital Partners
Outside Audit & Supervisory Board Member of Bansei
Securities Co., Ltd.
[Reasons for nomination as candidate for outside Audit & Supervisory Board Member]
Along with his extensive knowledge of finance and accounting, including working at an audit firm and obtaining thequalification of certified public accountant, Hidenori Sakurai also has experience serving as a Representative Director
and outside Audit & Supervisory Board Member of a company. The Board of Directors believes that he will be able toappropriately conduct audits of the Company from an objective standpoint by utilizing such knowledge and experience.
He has therefore been nominated as a candidate for outside Audit & Supervisory Board Member.
There is no special interest between any of the candidates and the Company.
If the election of each candidate is approved, the Company will enter into an agreement with each candidate to limit
liability for damages under Article 423, paragraph (1) of the Companies Act, based on the provisions in Article 427,
paragraph (1) of said Act and the Articles of Incorporation. The maximum amount of liability for damages under suchagreement is the amount stipulated by laws and regulations.
The Company has entered into a directors and officers liability insurance agreement with an insurance company, which
will cover the cost of damages such as compensation payments and dispute costs incurred by the insured parties. If theelection of the candidates is approved, they will be included in the insured persons of the insurance agreement. The
Company also plans to update the insurance agreement with the same details next time it is renewed.
Hiroki Ito and Hidenori Sakurai fulfill the requirements to be independent officers as set out by the Tokyo Stock Exchange,
Inc. If the election of each candidate is approved, the Company plans to designate both as independent officers.

- 11 -

(Reference)
The key skills and planned committee appointments of each candidate for Director and Audit & Supervisory Board
Member are as follows:

Name

Yuichi Taniai
Hiroshi Sugimoto
Yoichiro Taniguchi
Eiichi Aoki
Yasuo Iijima
Misugi Kumazaki
Jun Kurotani
Hiroki Ito
Hidenori Sakurai

Key skills and planned committee appointments of each candidate for Director and Audit & Supervisory
Board Member
RemuneraHuman
ManageLegal
Finance
DevelopNominatingtion
resources
ment and Sales andaffairs andandment andAdvisory Committee
developbusiness marketingcomplianceproduction accounting
Committee
mentstrategy
○
○
○
○
○
○
○

○

○
○

○
○

○
○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○
○

○

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- 12 -○○

Proposal No. 4

Election of One Substitute Audit & Supervisory Board Member

The Company requests the election of one Substitute Audit & Supervisory Board Member in case the number ofAudit & Supervisory Board Members falls short of the number stipulated by law.
Consent has been obtained from the Audit & Supervisory Board regarding this proposal.
The candidate for Substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary
Oct. 1993
Apr. 1997
Jul. 2006
Jul. 2006

Number ofCompany shares
ownedJoined Asahi & Co. (currently KPMG AZSA LLC)
Registered as a certified public accountant
Registered as a certified public tax accountant
Representative of Chihiro Kawai Certified Public
Accountant and Tax Accountant Office (currently BaysidePartners Accounting Office) (current position)[Outside]
Jun. 2016
Representative Director of Bayside Partners Co., Ltd.
[Independent](current position)
Chihiro Kawai– shares(June 14, 1973)
Dec. 2018
Member of Yokohama-shi public university corporation
Gender: Female
evaluation committee
Jun. 2021
Outside Audit & Supervisory Board Member of Utoc
Corporation (retired in June 2022)(Significant concurrent positions outside the Company)
Representative of Bayside Partners Accounting Office
Representative Director of Bayside Partners Co., Ltd.
[Reasons for nomination as candidate for Substitute Outside Audit & Supervisory Board Member]
Along with her extensive knowledge of finance and accounting, including working at an audit firm, obtaining certified public
accountant and tax accountant qualifications, and opening an accounting office, Chihiro Kawai also has experience serving as a
Representative Director and outside Audit & Supervisory Board Member of a company. The Board of Directors believes that she
will be able to appropriately conduct audits of the Company from an objective standpoint by utilizing such knowledge andexperience. She has therefore been nominated as a candidate for substitute outside Audit & Supervisory Board Member.
Notes: 1. There is no special interest between the candidate and the Company.
2. Chihiro Kawai is a candidate for Substitute Outside Audit & Supervisory Board Member.
3. If Chihiro Kawai is appointed as an Audit & Supervisory Board Member, the Company will enter into an agreement with
her to limit liability for damages under Article 423, paragraph (1) of the Companies Act, based on the provisions in Article
427, paragraph (1) of said Act and the Articles of Incorporation. The maximum amount of liability for damages under suchagreement is the amount stipulated by laws and regulations.
4. The Company has entered into a directors and officers liability insurance agreement with an insurance company, which
will cover the cost of damages such as compensation payments and dispute costs incurred by the insured parties. If Chihiro
Kawai is appointed as Audit & Supervisory Board Member, she will be included in the insured persons of the insurance
agreement.
5. Chihiro Kawai fulfills the requirements to be independent officers as set out by the Tokyo Stock Exchange, Inc. If she isappointed as Audit & Supervisory Board Member, the Company plans to designate her as independent officer.

- 13 -

Proposal No. 5

Continuation of the defense plan against Large-Scale Purchase Actions of the shares of theCompany (takeover defense plan)

At a meeting held on May 26, 2020, the Board of Directors resolved to partially amend the plan against Large-Scale
Purchase Actions on the shares of the Company (hereinafter, the pre-amendment plan is referred to as the “Old Plan”
and the post-amendment plan is referred to as the “Current Plan”) and continue to uphold it, and at the 64th Ordinary
General Meeting of Shareholders of the Company held on June 25 of the same year, the shareholders approved thecontinuation of the Current Plan. However, the Current plan will expire as of the conclusion of this General Meeting.
Even after the continuation of the Current Plan is approved, the Company has been carefully reviewing whether weshould extend the plan or how the plan should be, as an effort to secure and enhance the Company’s corporate value
and, by extension, the common interest of the Company’s shareholders. At a meeting held on May 19, 2023, theBoard of Directors decided to partially amend the Current Plan as follows and continue to uphold the defense plan
against Large-Scale Purchase Actions of the Company shares (takeover defense plan), subject to the shareholders’approval at this General Meeting (hereinafter, the new plan to be continued is referred to as the “Plan”):
The main points amended from the Current Plan upon continuation of the Plan are as follows (besides them, somewords and phrases are also revised or rearranged):(i)

The scope of Large-Scale Purchase Actions to which the Plan applies (i.e., Large-Scale Purchase Actions whichfall within the conditions specified in II.1(3)(i) below; the same applies hereinafter) has been revised.

(ii) It has been clarified that the Board of Directors, upon requesting the Additional Information (as defined inII.1(3)(iii) below), must consult the Independent Committee and respect its recommendations to the utmost
extent.
(iii) It has been clarified that, with respect to the extension of the Board of Directors’ Evaluation Period (as definedin II.1(3)(iv) below), the Board of Directors must consult the Independent Committee about such extension andrespect its recommendations to the utmost extent and that such extension is limited to one time only.
(iv) It has been clarified that, where a Large-Scale Purchaser (as defined in I.1 below) takes Large-Scale Purchase
Actions without following the procedures stipulated in the Plan, a general meeting of shareholders may berequired to be held to implement countermeasures under the Plan.
(v) Two out of three members of the Independent Committee have been replaced as described in Exhibit 3 (Mr.
Hiroki Ito and Mr. Hidenori Sakurai are going to assume the office as new members of the Independent
Committee).
At the meeting of the Board of Directors mentioned above, all of three corporate auditors of the Company including
two outside corporate auditors were present and every corporate auditor offered a positive opinion for the contentsof the Plan subject to proper implementation of the Plan.
In addition, as of today, there is no fact that the Company has received a proposal from a specific third party
concerning a large-scale purchase of the shares of the Company.
The major shareholders of the Company as of March 31, 2023 are shown in Exhibit 5.
In that regard, we request for your approval of the Plan.

I.

Basic policy, etc. concerning the persons in control of the Company’s decision making on its financial andbusiness policies

1. Details of the basic policy
The Company takes the view that the person who exercises control over the Company’s decision on its financial
and business policies is required to have sufficient understanding of the financial status and business activities of
the Company and the sources of the Company’s corporate value and must be cable of continuously and sustainably
securing and enhancing the Company’s corporate value and, by extension, the common interest of the Company’s
shareholders.

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The shares of the Company, being a listed company, are allowed to be traded by shareholders and investors without
restraint. The Company takes the view that, even in a case of Large-Scale Purchase Actions or some similar actions
against the shares of the Company, the judgment as to whether to accept the proposal for such purchase involving
a transfer of the control over the Company should ultimately be left to the decision of the shareholders of theCompany. Therefore, if Large-Scale Purchase Actions are taken against the shares of the Company, we will notblanketly deny such actions as long as they contribute to the Company’s corporate value and, by extension, thecommon interest of the Company’s shareholders.
However, it cannot be denied that, among Large-Scale Purchase Actions, there are inappropriate ones such as thosewhich are apparent from their purpose, etc. to significantly diminish the Company’s corporate value and, byextension, the common interest of the company’s shareholders, those which may coerce the shareholders into selling
their shares, and those which do not give sufficient time and information for the board of directors of the target
company or its shareholders to review the purchase conditions, etc. or for the board of directors of the target
company to make an alternative proposal. The Company considers any person who engages in such inappropriate
Large-Scale Purchase Actions or other similar actions as unsuitable to exercise control over the Company’s
decisions on its financial and business policies.
The Company makes efforts to ensure timely and appropriate Information Disclosure so that the shareholders andinvestors can understand the appropriate value of the shares of the Company. However, in the event that LargeScale Purchase Actions are abruptly taken, we consider it essential for the shareholders, who will be required tomake an appropriate judgment in a short period of time as to whether the consideration for the acquisition of theshares of the Company proposed by the person who intends to take Large-Scale Purchase Actions (hereinafterreferred to as the “Large-Scale Purchaser”) is reasonable, that appropriate and sufficient information is provided byboth the Large-Scale Purchaser and the Board of Directors. Furthermore, we take the view that, even for theshareholders to consider continued holding of the shares of the Company, among the important materials for theirdecision-making will be such information as the impact of the purchase actions on the Company’s corporate value
and, by extension, the common interest of the Company’s shareholders, the Large-Scale Purchaser’s views on the
management policy, business plans, and relationships with stakeholders following their participation in the
management of the Company, and the opinions, etc. of the Board of Directors regarding such purchase actions.
For the reasons above, the Company takes the view that it is an essential obligation of the Board of Directors, towhom the shareholders have entrusted the management of the Company, to take necessary and appropriate measuresin certain circumstances to protect the Company’s corporate value and, by extension, the common interest of theCompany’s shareholders, in order to ensure the shareholders are given appropriate opportunities to make theirdecision whether to accept the Large-Scale Purchase Actions for the shares of the Company, to secure time andinformation required for the Board of Directors to make an alternative proposal to the shareholders, and to detersuch Large-Scale Purchase Actions as may be against the Company’s corporate value and, by extension, thecommon interest of the Company’s shareholders.
2. Sources of the Company’s corporate value
Since its establishment in January 1957, the Company, whose main business is to manufacture and sell water supply
equipment that connects precious water to people’s life, has played a role in the development of water service
businesses for more than half a century under its corporate mission of delivering “clean water,” “safe water,” and“good-tasting water.”
We see the source of the Company’s corporate value is the harmony between its employees as a whole, who serve
as key players of the operation, and the following four items:(i)Numerous pieces of unique know-how in “manufacturing”
At the Company’s production sites, the Company maintains complete quality control by establishing an
integrated production system where the Company directly manages casting, processing, assembly, inspection,and shipment, as well as even the molds used in the production lines. The Company’s unique know-how in“manufacturing”, which is derived from experience gained and data accumulated in each of these processes
for years, underpins the competitiveness of the products that the Company supplies.

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(ii) Original production management system
The functions required for the water supply equipment vary depending on the environment and conditions inwhich the equipment is used. Our products are used by almost all water service entities nationwide, and thenumber of such products is as many as tens of thousands.
The Company has established its original production management system which combines its sales capability,that enables demand forecast with high accuracy, with a flexible factory operation system, that enables smalllot production of a wide variety of products and thereby adopted a structure where a stable supply of eachproduct is ensured.
(iii) Brand power based on the relationships of trust with water service entities, pipe material trading companies,
and water works companies nationwide
To date, the Company has been developing the water supply equipment with the aim of improving safety,
convenience, and workability and, by continuously and stably supplying products on demand, has earned ahigh level of trust over a long period of time from a variety of people involved in the water service business.
The Company’s brand power based on such strong relationships of trust is an important foundation of ourbusiness.
(iv) Ability to respond to customers’ needs through integration of manufacturing and sales
The Company has established 27 sales bases nationwide to accurately identify customers’ needs while
adopting a structure where we can promptly respond to them from product development to manufacturing andsupply.
3. Efforts to enhance the corporate value
In response to major changes in the situation surrounding water service, namely the decline in Japan’s total
population and the experience of the Great East Japan Earthquake, the “New Water Service Vision” released by the
Ministry of Health, Labour and Welfare in March 2013 presents the ideal image of water service towards the future
in 50 years and 100 years from today with an aim to allow people to continuously enjoy the benefits of water service,
which have been the basis for their lives and economic activities.
The Company shares the basic philosophy of the “New Water Service Vision” and, with an aim to play a role inembodying the ideal image of water service, will accelerate our efforts to enhance our corporate value appropriately
corresponding to changes of the times and the environment.
As a leading manufacturer of the water supply equipment, the Company has strived to provide a stable supply of“water” to date, which is indispensable in daily life, and has expanded its business field to the housing andconstruction equipment business based on the technology that we have devised. In order to contribute to therealization of a future society where all people can live with a sense of security and to realize our desire that wewill continue to be an entity widely demanded in the society by further growing these two businesses, the Company,
as a company that supports “stable supply of safe water” and “comfortable living spaces,” which is our future vision(i.e., how the Company should be in the future), formulated and announced the “Medium-Term Management Plan
2024” on May 13, 2022. The summary is as follows:(i)

Accelerating business portfolio management
In the water supply equipment business, there are growing needs for “earthquake-resistant” products that avoid
and reduce disaster risks, from the perspectives of “resilience,” “sustainability,” and “safety,” as envisioned in
the “New Water Service Vision.” We will grow the business by further facilitating technological development
in anticipation of changes of the times and promptly recognizing new added value.
In addition, in the housing and construction equipment business, we have been strengthening our sales
activities by utilizing our customer base in each region and enhancing our product lineup. We will keep it to
be a driving force for the growth towards the future by expanding to the air conditioning equipment field (nonhousing field) utilizing our existing products and by steadily realizing synergies with the floor heating businessthat we have acquired.

- 16 -

(ii) Realization of sustainability management
In order to maintain and enhance our corporate value, as recognized by the society, towards the future, wehave identified the following material issues (materiality) and will steadily tackle these issues.
- Coexistence with the society
Issues to be tackled: Building foundations of a sustainable life; stable supply of safe and secure products;- Harmony with the environment
Issues to be tackled: Reduction of CO2 emissions; reduction of industrial waste; development ofenvironment-friendly products;- Respect for employees
Issues to be tackled: Promoting health-oriented management (occupational health and safety); constructing
a rewarding work environment; developing diverse human resources;- Responsible conducts
Issues to be tackled: Strengthening governance; ensuring compliance.
(iii) Basic policy on dividends
The Company, through its business growth and improved business performance, strive to a good balance
between the return of profits to the shareholders and the contribution to our diverse stakeholders. Specifically,as our basic policy, the Company will return profits, comprehensively taking into account the financial statusof each fiscal year and future business development, etc., while considering investment for business growthand preservation of the global environment.
With respect to dividends, the Company sets a target of 50% for the consolidated dividend payout ratio andwill flexibly acquire treasury stock in light of business performance trends, etc., while paying attention tostability and continuity.
4. Corporate governance
The Company takes the view that broadly establishing the trust of society as a corporation by enhancing
management transparency and ensuring thorough compliance is indispensable for the sustained enhancement of thecorporate value. Among those, we recognize the enhancement of corporate governance as the most important issue.
Based on such recognition, the Company has set the term of office for directors at one year with the aim of clarifying
the responsibilities of directors and offering the shareholders more opportunities to express confidence in directors.
In addition, in order to strengthen the supervisory function of the Board of Directors, the Company has appointed
two highly independent outside directors and established the “Nominating Committee” and the “Remuneration
Committee,” where the majority of the members are independent outside directors, as voluntary advisory bodies tothe Board of Directors. The Company strives to further strengthen its corporate governance system by securing
independence and objectivity in the procedures for nominating and dismissing directors and determining the amountof remuneration through obtaining appropriate involvement of independent outside directors and advice from them.
With respect to corporate auditors, three corporate auditors, including two highly independent outside corporate
auditors, attend meetings of the Board of Directors and other important meetings and regularly meet or exchange
information with directors, the financial auditors, and the internal audit department to check the status of audit of
the execution of duties by directors and of development and operation of internal controls.

The Company will continue to strive to improve and strengthen the environment, safety, and quality, the strict
compliance with laws and regulations and other rules, and the fulfilment and enhancement of its social contribution
activities, etc. in order to further facilitate the trust of our stakeholders, including shareholders, customers, business
partners, employees, and the local communities.

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II. Measures to prevent the situation where decisions on our financial and business policies are controlled byinappropriate persons in light of the basic policy
1. Details of the Plan
(1) Outline of the Plan
The Plan requires the Large-Scale Purchaser to follow the prescribed procedures when they take Large-Scale
Purchase Actions. According to the Plan, if they take Large-Scale Purchase Actions without following suchprocedures or if, although they follow such procedures, such Large-Scale Purchase Actions are judged to clearly
diminish the Company’s corporate value and, by extension, the common interest of the Company’s shareholders,in principle, the Company will allot share options without contribution to the shareholders as of a certain datespecified by the Board of Directors in accordance with the method of the allotment of share options without
contribution (as set forth in the Companies Act, Article 277 et seq.) as a countermeasure against such LargeScale Purchase Actions. Please refer to Exhibit 1 for an overview of the Plan as a whole.
Upon making a decision whether to implement allotment of share options without contribution, in order toeliminate arbitrary decisions by the Board of Directors, the Company will consult the Independent Committee,
which is independent from the Board of Directors and whose recommendations will be respected to the utmost
extent while making timely Information Disclosure to the shareholders, etc. to secure transparency. In cases
where the Large-Scale Purchaser complies with the procedures set forth in the Plan but the Board of Directors
finds that such Large-Scale Purchase Actions fall under the actions that can significantly diminish theCompany’s corporate value and, by extension, the common interest of the Company’s shareholders, the Boardof Directors will always convene a general meeting of shareholders to confirm the shareholders’ intention as towhether or not to take countermeasures under the Plan. If it is determined appropriate to implement any othercountermeasures permitted under the Companies Act or other laws and the Articles of Incorporation, such othercountermeasures may be taken.
The share options to be allotted pursuant to the Plan (hereinafter referred to as the “Share Options”) are expected
to be subject to such terms as (A) conditions for exercise which prohibit the Large-Scale Purchaser and its
related persons from exercising the option, and (B) call options which entitle the Company to acquire the Share
Options in exchange for allotment of the shares of the Company to the shareholders other than the Large-Scale
Purchaser and its related persons.
(2) Procedures for the continuation of the Plan - approval at an ordinary general meeting of shareholders
In order to appropriately reflect the shareholders’ intention, the continuation of the Plan will be subject to theapproval of a majority of the voting rights of the shareholders present at the General Meeting (including
shareholders who exercise their voting rights using the voting form, via the Internet, or via the electronic voting
platform for institutional investors operated by ICJ, Inc.; the same applies hereinafter).
(3) Procedures for implementing the countermeasures under the Plan(i)

Applicable large-scale purchase actions
The Company will consider implementing the countermeasures under the Plan if any action that falls
under any of (A) through (C) below or any action similar thereto (excluding actions that have been
approved in advance by the Board of Directors) has been taken or is being taken:
A) Purchase of share certificates, etc.*1 issued by the Company, where a holder’s*2 ownership ratio ofshare certificates, etc.*3 will be 20% or more;B) A tender offer for share certificates, etc.*4 issued by the Company, where the sum of the ownership
ratio of share certificates, etc. in terms of the share certificates, etc.*6 pertaining to the tender offer*5and those held by the specially related party*7 will be 20% or more;C) Regardless of whether each of the actions set forth in (A) or (B) above has been taken, any action (i)conducted between a certain shareholder of the Company and other shareholder(s) of the Company
and which amounts to an agreement or likes leading as a result thereof either to a situation where suchother shareholder(s) becomes a joint holder with the said certain shareholder, or to a relationship*8
between them where one substantially controls the other or they act jointly or collaboratively,*9 and- 18 -

(ii) as a result of which the sum of their ownership ratio of share certificates, etc. issued by theCompany will be 20% or more.
*1: Share certificates, etc. (including those that are deemed as securities) as defined in Article 27-23, paragraph 1 of the
Financial Instruments and Exchange Act. The same applies hereinafter unless otherwise provided.
*2: A holder as defined in Article 27-23, paragraph 1 of the Financial Instruments and Exchange Act (including person(s)who falls under a holder under paragraph 3 of that Article and person(s) whom the Board of Directors acknowledges
as that holder; the same applies hereinafter unless otherwise provided) and the joint holder(s) of such person(s) (asdefined in paragraph 5 of that Article and including person(s) who falls under a joint holder under paragraph 6 of that
Article and person(s) whom the Board of Directors acknowledges as that joint holder; the same applies hereinafter
unless otherwise provided). The same applies hereinafter unless otherwise provided.
*3: Ownership ratio of share certificates, etc. as defined in Article 27-23, paragraph 4 of the Financial Instruments andExchange Act. In this case, the number of the share certificates, etc. held by joint holders of a holder (meaning thenumber of share certificates, etc. as set forth in that paragraph; the same applies hereinafter unless otherwise provided)
will also be taken into account in the calculation. The same applies hereinafter unless otherwise provided.
*4: Share certificates, etc. as defined in Article 27-2, paragraph 1 of the Financial Instruments and Exchange Act. The same
applies in (ii).
*5: A tender offer as defined in Article 27-2, paragraph 6 of the Financial Instruments and Exchange Act. The same applies
hereinafter unless otherwise provided.
*6: Ownership ratio of share certificates, etc. as defined in Article 27-2, paragraph 8 of the Financial Instruments andExchange Act. The same applies hereinafter unless otherwise provided.
*7: Specially related party as defined in Article 27-2, paragraph 7 of the Financial Instruments and Exchange Act (including
person(s) whom the Board of Directors acknowledges as the specially related party); provided, however, that withrespect to the persons specified in item 1 of that paragraph, person(s) set forth in Article 3, paragraph 2 of the Cabinet
Office Order on Disclosure Required for Tender Offer for Share Certificates by Persons Other Than Issuers is excluded.
The same applies hereinafter unless otherwise provided.

In calculating each of the ratios, the total number of voting rights (as provided for in Article 27-2,
paragraph 8 of that Act) and the total number of (the latest) issued shares in the Company (as provided forin Article 27-23, paragraph 4 of that Act) may be determined by referring to the Annual Securities Report,
the quarterly securities report, or the Reports on Repurchase, whichever is most recently filed.
*8: Determination whether “relationship between [a certain shareholder of the Company and other shareholder(s) of theCompany] where one substantially controls the other or they act jointly or collaboratively” will be made on the basisof formation of such new relationship as pertaining to shareholding, business alliance, transaction/contract,concurrently serving officers, funding, credit facility, or a substantial interest in the Company’s share certificates, etc.
through derivatives trading or stock loan, etc. as well as direct and indirect influences, etc. to the Company exercisedby such certain shareholder and such other shareholders.
*9: Determination whether any action prescribed in this (C) has taken place will be made by the Board of Directors in areasonable manner with the utmost respect for the Independent Committee’s recommendations. The Board of Directors
may request shareholders of the Company to provide necessary information to the extent required to determine whether
an action falls under the conditions prescribed in this (C).

(ii) Submission of a declaration of intention
Prior to conducting Large-Scale Purchase Actions, the Large-Scale Purchaser is required to submit to theBoard of Directors a declaration of intention (which shall contain a pledge to comply with the procedures
set forth in the Plan) written in Japanese, describing the following items about the Large-Scale Purchaser.
The declaration of intention must be accompanied by a certified copy of commercial registration, a copyof the Articles of Incorporation, and/or other documents certifying the status of the Large-Scale Purchaser(if in a foreign language, a Japanese translation must be accompanied).
a) Nameb) Address or the location of its headquarters and offices, etc.
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c) Governing law of establishmentd) Title and name of the legal representativee) Contact details inside Japanf) Its direct or indirect major shareholders/investors (the top 10 shareholders or investors in terms ofshareholding or investment ratio) and overview of beneficial shareholders/investorsg) Overview of the proposed Large-Scale Purchase Actions (including the class and number of the sharecertificates, etc. of the Company that the Large-Scale Purchaser intends to acquire through the LargeScale Purchase Actions and the purpose of the Large-Scale Purchase Actions [such as acquisition ofcontrol over the Company or participation in the management, pure investment or strategic investment,
transfer of the share certificates, etc. of the Company to a third party following the Large-Scale
Purchase Actions, or any material proposal*10; if any other purpose, please specify so with the details
thereof; if there are multiple purposes, all of them must be described]).
In the event that the Board of Directors is aware of the emergence of the Large-Scale Purchaser or receives
a declaration of intention from the Large-Scale Purchaser, a timely and appropriate disclosure (hereinafterreferred to as “Information Disclosure”) of such facts will be made to the shareholders, etc. of theCompany in accordance with applicable laws and regulations and various rules set forth by Tokyo Stock
Exchange, Inc. (hereinafter referred to as the “Tokyo Stock Exchange”).
*10: A material proposal stipulated in Article 27-26, paragraph 1 of the Financial Instruments and Exchange Act, Article 148-2, paragraph 1 of the Order for Enforcement of the Financial Instruments and Exchange Act, and Article 16 of the
Cabinet Office Order on Disclosure of the Status of Large-Volume Holdings in Share Certificates.

(iii) Request for information to the Large-Scale Purchaser
The Board of Directors will, within 10 days from the day following the date of the receipt of the abovementioned declaration of intention, deliver to the Large-Scale Purchaser a document (hereinafter referred
to as the “Necessary Information List”) listing the heads of information necessary for the Board of
Directors to examine the details of such Large-Scale Purchase Actions as set forth in the following items(hereinafter referred to as the “Necessary Information”). The Large-Scale Purchaser must provide theNecessary Information in writing in Japanese to the Board of Directors in accordance with the Necessary
Information List (provided, however, that the Board of Directors will not request the Large-Scale
Purchaser to provide the Necessary Information beyond such extent as necessary for the shareholders toappropriately decide whether or not to continue holding the shares of the Company in light of the attributesof the Large-Scale Purchaser, the contents of the proposed Large-Scale Purchase Actions, and the content
and nature of the Necessary Information, etc.).
Immediately upon receiving the Necessary Information, the Board of Directors will provide it to the
Independent Committee stipulated under (v).
a) Details of the Large-Scale Purchaser and its group (including joint holders, specially related parties,
and partners and other members (in the case of funds), including information concerning specific name,address, governing law of its establishment, name of the legal representative, contact details inside
Japan, capital structure, business activities, financial status, and experience in the same type ofbusiness as the Company’s;b) Number of shares of the Company that the Large-Scale Purchaser and its group currently hold and the
trading status of the Large-Scale Purchaser with respect to the shares of the Company during 60 days
before the date of submission (inclusive) of the declaration of intention;c) Purpose(s) of Large-Scale Purchase Actions (further elaborating the description provided in the
declaration of intention) and the methods and details thereof (including the amount and type of
considerations, schedule, mechanism of related transactions, lawfulness, and feasibility);d) Overview of the basis of calculation of the consideration amount for Large-Scale Purchase Actions(including facts and assumptions underlying the calculation, calculation methods, numeric figures
used in the calculation, and the details of the synergy effect that is expected to be produced through a- 20 -

series of transactions related to the Large-Scale Purchase Actions [including the details of synergy thatis expected to be shared with other shareholders] and the basis of calculation thereof, etc.);e) Sources of funding for Large-Scale Purchase Actions (including the specific names of funding
contributors [including beneficial contributors], method of fund-raising, and details of relatedtransactions, etc.);f) Management policy of the Company group following the Large-Scale Purchase Actions as well as
management candidates (including information concerning experience, etc. in the same type ofbusiness as the Company’s and its group’s), business plans, financial plans, capital policies, dividend
policies, and asset utilization measures (provided, however, that in the case of the Large-Scale
Purchaser proposing a buy out of the entire shares of the Company for cash with no minority
shareholder to remain, a summary of information stipulated in this item will suffice);g) Policy on the treatment of employees, trade partners, customers, and other stakeholders of theCompany group following the Large-Scale Purchase Actions;h) Specific measures to avoid conflicts of interest with other shareholders of the Company;i)

Whether any relationship (direct or indirect) with any antisocial organization or terrorism-relatedorganization exist and, if so, specific description of such relationship; andj)

Policy on recovering the capital invested in Large-Scale Purchase Actions

If the Board of Directors reasonably determines that the Necessary Information provided by the LargeScale Purchaser is insufficient for the judgment by the shareholders of the Company and the evaluationand examination by the Board of Directors in light of the details and form of the concerned Large-Scale
Purchase Actions, the Board of Directors will request the Large-Scale Purchaser to provide it with such
additional information as separately requested by it (hereinafter referred to as the “Additional
Information”) (provided, however, that the Board of Directors will not request the Large-Scale Purchaser
to provide the Necessary Information beyond such extent as necessary for the shareholders toappropriately decide whether or not to continue holding the shares of the Company in light of the attributesof the Large-Scale Purchaser, the details of the proposed Large-Scale Purchase Actions, and the content
and nature of the Necessary Information, etc.). Such request for provision of the Additional Information
will be made within 60 days from the day following the date on which the Board of Directors delivers theNecessary Information List to the Large-Scale Purchaser. In such case, the Board of Directors will consult
the Independent Committee and respect its recommendations to the utmost extent.
The Board of Directors, upon receiving the Necessary Information or the Additional Information, will
make the Information Disclosure to the shareholders, etc. about the fact of receipt. Information Disclosure
to the shareholders, etc. of the substance of the information provided by the Large-Scale Purchaser to theBoard of Directors will be made, either in whole or in part, when the Board of Directors deems it isnecessary for the shareholders’ judgment. In addition, in case of the Large-Scale Purchase Actions by wayof a tender offer for share certificates, etc. of the Company, the Company may, besides requesting them toprovide the Necessary Information and the Additional Information, also ask questions concerning such atender offer with the use of the “target company’s position statement” under Article 27-10 of the Financial
Instruments and Exchange Act.
(iv) Procedures for review by the Board of Directors
If the Board of Directors determines that the Necessary Information and the Additional Information
provided by the Large-Scale Purchaser meet such standards as necessary for the shareholders of theCompany to appropriately decide whether or not to continue holding the shares of the Company, it will
immediately notify the Large-Scale Purchaser and the Independent Committee of such fact as well as thestarting and ending dates of the Board of Directors’ Evaluation Period described below and make theInformation Disclosure to the shareholders, etc.
If the Large-Scale Purchaser provides a reasonable explanation about the difficulty to provide some piecesof such information in response to the Board of Directors’ request for the Necessary Information and the
Additional Information, the Board of Directors may, even if the Necessary Information and the Additional- 21 -

Information so requested are yet to be received in its entirety, discontinue the negotiations, etc. concerning
provision of information with the Large-Scale Purchaser and commence evaluation and examination.
The Board of Directors will designate the period of days set forth in either (i) or (ii) below starting fromthe day following the date of dispatching the above-mentioned notice to the Large-Scale Purchaser as aperiod for evaluation, examination, negotiation, formation of an opinion, and formation of alternativeplans (hereinafter referred to as the “Board of Directors’ Evaluation Period”):(i) within 60 days, in case of a buy out of the entire share certificates, etc. of the Company for cash (theJapanese Yen) consideration only by way of a tender offer; or(ii) within 90 days, in case of any other Large-Scale Purchase Actions.
Notwithstanding the foregoing, in cases of both (i) and (ii) above, where the Board of Directors reasonably
considers it necessary to do so, the Board of Directors’ Evaluation Period may be extended following
consultation with the Independent Committee and respecting its recommendations to the utmost extent. In
such cases, the specific extension period and the reasons why such extension is necessary will be notified
to the Large-Scale Purchaser and the Information Disclosure to the shareholders, etc. will be made. The
extension shall be limited to once only and its period shall not exceed 30 days.
The Board of Directors will, within the Board of Directors’ Evaluation Period and respecting theIndependent Committee’s recommendations to the utmost extent, carefully form its opinion on the LargeScale Purchase Actions, by fully evaluating and examining the Necessary Information and the Additional
Information provided while, if necessary, seeking advice from investment banks, securities companies,
financial advisors, lawyers, certified public accountants, and other third parties who are independent fromthe Company. It will be notified to the Large-Scale Purchaser and the Information Disclosure to theshareholders, etc. will be made. The Board of Directors may, where necessary, negotiate with the LargeScale Purchaser about the terms and methods of Large-Scale Purchase Actions and offer alternative
proposals to the shareholders. The Large-Scale Purchaser may commence its Large-Scale Purchase
Actions only after the lapse of the Board of Directors’ Evaluation Period. However, if the Notice ofDecision Not to Implement Countermeasures set forth in (viii) below is received, the Large-Scale Purchase
Actions may be commenced from the business day following the date of receipt of such notice. If theprocedures for convening a general meeting of shareholders are implemented in accordance with (viii)
below, the Large-Scale Purchaser may not commence the Large-Scale Purchase Actions up until (a) wherea proposal to take countermeasures is resolved at the general meeting of shareholders, the end of a meetingof the Board of Directors held for the purpose of adopting a resolution necessary to take countermeasures
following conclusion of such general meeting of shareholders, and (b) where a proposal to takecountermeasures is rejected at the general meeting of shareholders, conclusion of the general meeting ofshareholders.
(v) Establishment of the Independent Committee
The Board of Directors makes final determination whether a series of procedures have been followed inaccordance with the rules set forth in the Plan and, if so, whether to implement certain countermeasuresthat are considered necessary and proportionate to secure or improve the Company’s corporate value and,by extension, the common interest of the Company’s shareholders. In order to ensure the reasonablenessand fairness of such determination, the Company hereby establishes the Independent Committee pursuant
to the Rules for the Independent Committee (please refer to Exhibit 4 for an overview) as a body
independent from the Board of Directors.
The Independent Committee shall consist of three or more members, who are appointed by the Board of
Directors from outside directors and outside corporate auditors of the Company as well as external experts(lawyers, certified public accountants, academic experts, etc.).
With respect to the members of the Independent Committee after the continuation of the Plan, Mr. Yasuo
Iijima, an outside director who is an incumbent member of the Independent Committee, will continue toserve as a member subject to the approval of the proposal for the appointment of directors at this General
Meeting. Mr. Hiroki Ito and Mr. Hidenori Sakurai, who are expected to be appointed as outside corporate
auditors (please refer to Exhibit 3 for their career summaries), will assume the membership subject to the- 22 -

approval of the proposal for the appointment of corporate auditors at this General Meeting. The
Independent Committee may obtain advice from any independent third party (including investment banks,
securities firms, financial advisers, lawyers, certified public accountants and other professionals) at theexpense of the Company.
(vi) Procedures for implementing Countermeasures
When the Board of Directors decides whether to implement countermeasures, the following procedures
shall be taken to ensure reasonableness and fairness of the determination.
Prior to implementation of countermeasures, the Board of Directors shall consult the Independent
Committee on whether to implement countermeasures, and the Independent Committee shall, in responseto the consultation request, carefully evaluate and examine Large-Scale Purchase Actions from theviewpoint of protecting and enhancing the Company’s corporate value and, by extension, the common
interest of the Company’s shareholders and, after obtaining advice as necessary from such third parties
independent from the Company as investment banks, securities companies, financial advisors, lawyers
and certified public accountants (the costs shall be borne by the Company), shall make recommendations
to the Board of Directors on whether countermeasures should be implemented. The Board of Directors
shall respect the Independent Committee’s recommendations to the utmost extent in deciding whether toimplement the countermeasures.
Upon making such determination, the Board of Directors shall make the Information Disclosure to its
shareholders, etc. regarding an outline of the determination and such other matters as may be deemed
appropriate by the Board of Directors.
In addition to the above-mentioned consultation with the Independent Committee, the Board of Directors
shall, based on the Necessary Information and the Additional Information provided by the Large-Scale
Purchaser as well as advice from external experts, etc. as necessary, evaluate and examine such LargeScale Purchaser, the substance of the relevant Large-Scale Purchase Actions, and their impact on the
Company’s corporate value and, by extension, the common interest of the Company’s shareholders,followed by making determination whether to implement the countermeasures by the end of the Board of
Directors’ Evaluation Period.
(vii) Conditions for implementing countermeasuresA) If the Large-Scale Purchaser conducts Large-Scale Purchase Actions without following the procedures
specified in the Plan
If the Large-Scale Purchaser conducts Large-Scale Purchase Actions without following the procedures
specified in the Plan, the Board of Directors, regardless of the specific terms or methods of the LargeScale Purchase Actions, shall deem that such Large-Scale Purchase Actions are significantly
detrimental to the corporate value of the Company and, by extension, the common interest of theCompany’s shareholders and shall take necessary and proportionate countermeasures to protect orenhance the corporate value of the Company and, by extension, the common interest of the Company’s
shareholders with the utmost respect for the Independent Committee’s recommendations.
Upon implementing countermeasures following a reservation made by the Independent Committee in
its recommendations to the effect that the intention of shareholders should be confirmed in advanceor otherwise the Board of Directors determines that it is appropriate to confirm the intention ofshareholders in light of the director’s duty of care of a good manager, the Board of Directors shallconvene a general meeting of shareholders and promptly implement the convening procedures by
seeking approval of the implementation of the countermeasures.
B) If the Large-Scale Purchaser conducts or intends to conduct Large-Scale Purchase Actions inaccordance with the procedures specified in the Plan
If the Large-Scale Purchaser conducts or intends to conduct Large-Scale Purchase Actions inaccordance with the procedures specified in the Plan, no countermeasures will be taken against such
Large-Scale Purchase Actions in principle, even if the Board of Directors is against such Large-Scale
Purchase Actions and expresses its dissenting opinion, presents alternative proposals or provides- 23 -

explanations to shareholders. Whether to accept the proposal by the Large-Scale Purchaser is to be
determined by shareholders after considering the Necessary Information and the Additional
Information regarding such Large-Scale Purchase Actions and the opinions and alternative proposals
by the Board of Directors regarding such Large-Scale Purchase Actions.
However, even if the Large-Scale Purchaser conducts or intends to conduct Large-Scale Purchase
Actions in accordance with the procedures specified in the Plan, if the Board of Directors finds, as aresult of examining the contents of Large-Scale Purchase Actions by the Large-Scale Purchaser andhaving discussions and negotiations, etc. with the Large-Scale Purchaser, that Large-Scale Purchase
Actions based on the purchase proposal by the Large-Scale Purchaser will be significantly detrimental
to the Company’s corporate value and, by extension, the common interest of the Company’s
shareholders, the Board of Directors shall, regardless of the commencement or termination of theBoard of Directors’ Evaluation Period, convene a general meeting of shareholders to ask theshareholders whether to implement necessary and proportionate countermeasures to protect orenhance the Company’s corporate value and, by extension, the common interest of the Company’s
shareholders with the utmost respect for the Independent Committee’s recommendations. Morespecifically, if any Large-Scale Purchase Action based on such purchase proposal is found to fall under
any of the categories listed below, it is considered that such action, in principle, amounts to one thatis significantly detrimental to the Company’s corporate value and, by extension, the common interestof the Company’s shareholders.
(a) Purchase, etc. with an aim of selling them at higher prices;(b) Purchase, etc. with an aim of making profits for the Large-Scale Purchaser at the sacrifice of theCompany, such as acquiring advanced assets and technical information at a low price;(c) Purchase, etc. by using the Company’s assets as collateral for debt or as a source of funds for
repayment, thereby leading to apparent detriment to the Company’s corporate value and, byextension, the common interest of the Company’s shareholders;(d) Purchase, etc. with an aim to have the Company dispose of its major assets and declare a highdividend for a short-period out of the proceeds of such disposal, or an aim to sell shares at a highprice amid a sharp rise of the stock price following a short-term high dividend, thereby leading toapparent detriment to the Company’s corporate value and, by extension, the common interest of
the Company’s shareholders;(e) Purchase, etc. that is likely to substantially force shareholders to sell their shares by such ways as
offering the first-round proposal of purchase for a limited number of shares while offering thesecond-round proposal of purchase which incorporates less favorable conditions or without
clarifying such conditions.
If the Board of Directors finds that Large-Scale Purchase Actions would be significantly detrimental
to the Company’s corporate value and, by extension, the common interest of the Company’s
shareholders and resolves that a general meeting of shareholders be convened to ask the shareholders
whether to implement the countermeasures, the Board of Directors shall promptly implement theprocedures for convening a general meeting of shareholders to seek approval of the implementationof countermeasures under the Plan.
(viii) The Board of Directors’ decision whether to implement countermeasures
In both cases of (vii)(A) and (vii)(B) above, the Board of Directors will make a decision whether toimplement countermeasures with the utmost respect for the Independent Committee’s recommendations.
In addition, if the Board of Directors implements the procedures to convene a general meeting ofshareholders pursuant to (vii)(A) or (vii)(B) above, the Board of Directors will make a decision whether
to implement countermeasures in accordance with a resolution of a general meeting of shareholders held
pursuant to such convening procedures.
Upon making a decision whether to implement the countermeasures, the Board of Directors shallimmediately notify the Large-Scale Purchaser of the outline of such decision and other matters deemed- 24 -

appropriate by the Board of Directors (hereinafter the notice of decision not to implement countermeasures
is referred to as the “Notice of Decision Not to Implement Countermeasures”) and shall make theInformation Disclosure to its shareholders. The Large-Scale Purchaser may conduct Large-Scale Purchase
Actions after the lapse of the Board of Directors’ Evaluation Period or on or after the business day
following the day when the Large-Scale Purchaser receives the Notice of Decision Not to Implement
Countermeasures from the Board of Directors. However, if the Board of Directors implements theprocedures to convene a general meeting of shareholders as mentioned above, the Large-Scale Purchaser
may not conduct Large-Scale Purchase Actions (a) if a proposal to implement countermeasures isapproved at the general meeting of shareholders, until the conclusion of a meeting of the Board of
Directors held to make necessary resolutions to implement countermeasures following the conclusion of
the general meeting of shareholders, or (b) if a proposal to implement countermeasures is rejected at thegeneral meeting of shareholders, until the conclusion of the general meeting of shareholders.
In convening a general meeting of shareholders, the Board of Directors shall, in accordance withapplicable laws and regulations, promptly and in a timely and appropriate manner disclose an outline of
the Necessary Information and the Additional Information, the opinion of the Board of Directors
concerning a declaration of intention, the content of the recommendations of the Independent Committee
and any other matters that the Board of Directors deems appropriate.
As a precondition for holding a general meeting of shareholders, the Board of Directors shall, promptly
after receiving sufficient information from the Large-Scale Purchaser, set a record date to determine theshareholders who are entitled to exercise their voting rights at the general meeting of shareholders(hereinafter referred to as the “Record Date of Voting Rights at General Meeting”) and give a public notice
thereof no later than two weeks prior to the said record date. Shareholders who are entitled to exercise
their voting rights at the general meeting of shareholders shall be those listed or recorded on the final
register of members as of the Record Date of Voting Rights at General Meeting.
Resolutions of the general meeting of shareholders shall be approved by a majority of the voting rights ofthe shareholders who are present. The results of the general meeting of shareholders shall be disclosed
promptly after the resolution.
Even if the convening procedures for the general meeting of shareholders are implemented, the Company
may cancel the convening procedures of such general meeting of shareholders if the Board of Directors
subsequently makes a decision not to implement countermeasures. If such resolution is adopted, theCompany will disclose opinions of the Board of Directors, reasons for such opinions and any otherinformation deemed appropriate in a timely and appropriate manner in accordance with applicable laws
and regulations.
(ix) Review by the Board of Directors
Even after the decision is made whether to implement countermeasures, if there arises any change in thefacts on which such decision is made, including the Large-Scale Purchaser changing the conditions ofLarge-Scale Purchase Actions or suspending Large-Scale Purchase Actions, the Board of Directors shallmake examination again while consulting the Independent Committee and may make a decision on
implementation or suspension of countermeasures with the utmost respect for the Independent
Committee’s recommendations.
Upon making such decision, the Board of Directors shall immediately notify the Large-Scale Purchaserof an outline of such decision and such other matters as may be deemed appropriate by the Board of
Directors and shall make the Information Disclosure to the shareholders, etc.
(4) Outline of allotment of the Share Options without contribution
As a countermeasure under the Plan, the Board of Directors will, in principle, allot the Share Options without
contribution in accordance with Exhibit 2 “Terms and Conditions of Share Options: Maezawa Kyuso Industries
Co., Ltd.” The Share Options shall be allotted to the shareholders recorded on the final register of members(excluding the Company) as of a certain date determined by the Board of Directors at the meeting resolving theallotment of the Share Options without contribution (hereinafter referred to as the “Allotment Date”) at a ratio- 25 -

of one or more share options, as determined by the Board of Directors, for each share in the Company held by
the shareholders.
The value (exercise price) of the property (which shall be cash) to be contributed upon exercise of one unit of
the Share Options will be JPY1 and, upon exercise of one unit of the Share Options, one common share of theCompany will be issued to the holder of share options pertaining to the Share Options (hereinafter referred toas the “Share Options Holder”).
However, the Large-Scale Purchaser and its related persons may not be able to exercise the Share Options.
In addition to forfeiture of the Share Options upon exercise thereof, the Company may, in accordance with thecall option clause attaching to the Share Options and under certain conditions, forfeit one unit of the Share
Options in exchange for one common share of the Company from the Share Options Holder other than the
Large-Scale Purchaser and its related persons. The Company will also be entitled to forfeit all of the Share
Options at no cost under certain conditions.
Acquisition of the Share Options by way of transfer is subject to the approval of the Board of Directors.
In addition to the allotment of the Share Options without contribution, if it is determined appropriate toimplement any other countermeasures permitted under the Companies Act and other laws and the Company’s
articles of incorporation, such other countermeasures may be used.
When the Board of Directors implements countermeasures under the Plan, it shall make the Information
Disclosure to its shareholders, etc. regarding such matters as deemed appropriate by the Board of Directors.
(5) Effective period, abolishment and change of the Plan
The Plan shall be effective until the conclusion of the ordinary general meeting of shareholders for the last fiscal
year ending within three years from June 28, 2023. However, even before the expiration of the effective period,
if a resolution to abolish the Plan is adopted at a general meeting of shareholders of the Company or by the
Board of Directors, the Plan will be abolished automatically. That is, the Plan may be revised or abolished by
the decision of the shareholders at least once every three years at an ordinary general meeting of shareholders
or an extraordinary general meeting of shareholders. Furthermore, as the term of office of the Company’s
directors is one year, the directors appointed at an ordinary general meeting of shareholders every year may
decide to abolish the Plan at a meeting of the Board of Directors. Accordingly, the Plan may be abolished by
the decision of the shareholders indirectly through the annual procedures of appointing directors. In addition,even during the effective period of the Plan, the Board of Directors may, after obtaining the opinion of the
Independent Committee as necessary, make technical modification or revision to the Plan within the scope ofdelegation by resolution of an ordinary general meeting of shareholders.
The Plan is based on the provisions of the laws and regulations that are currently in effect as of May 19, 2023.
Therefore, if it becomes necessary to modify the provisions of the Plan due to establishment, amendment or
abolition of laws and regulations on or after the above date, the provisions of the Plan shall be construed inaccordance with the purport of such laws and regulations and to the extent not contrary to the basic idea of thePlan.
If the Plan is abolished, modified or revised, the Information Disclosure to its shareholders, etc. will be maderegarding the fact of such abolishment, modification or revision and any other matters deemed appropriate by
the Board of Directors.
With respect to the contents of the Plan following expiration of the effective period specified above, we plan toconsult the intention of the shareholders concerning continuation of the Plan with necessary amendments or
introduction of a new plan, etc.
2. Reasonableness of the Plan
(1) Full satisfaction of the requirements of the guidance on a takeover defense plan
The Plan fully satisfies the three principles (“Principle of protecting and enhancing corporate value andshareholders’ common interests,” “Principle of prior disclosure and shareholders’ will,” and “Principle of
ensuring the necessity and reasonableness”) prescribed in the “Guidelines Regarding Takeover Defense for the
Purposes of Protection and Enhancement of Corporate Value and Shareholders’ Common Interests” released by- 26 -

the Ministry of Economy, Trade and Industry and the Ministry of Justice on May 27, 2005. Furthermore, thePlan conforms to the purport of various rules regarding the introduction of a takeover defense plan set forth by
the Tokyo Stock Exchange. The Plan also takes into account a report issued by the Corporate Value Study Groupof the Ministry of Economy, Trade and Industry on June 30, 2008 titled “Takeover defense plan in light of therecent environmental changes,” and “Principle 1-5: Takeover defense plan” contained in the “Corporate
Governance Code” applied by the Tokyo Stock Exchange since June 1, 2015 (last revised on June 11, 2021).
(2) Contribution to the protection or enhancement of the corporate value and, by extension, the common interestsof shareholders
As described in I. above, the Plan is to be introduced for the purpose of protecting or enhancing the Company’s
corporate value and, by extension, the common interest of the Company’s shareholders by, upon Large-Scale
Purchase Actions of the Company’s shares are conducted, ensuring time and information necessary forshareholders to properly determine whether or not to continue holding the Company’s shares and for the Boardof Directors to present an alternative proposal to the shareholders, and making it possible to negotiate with theLarge-Scale Purchaser on behalf of the shareholders.
(3) Emphasis of the intention of shareholders
The Plan is subject to the approval of the shareholders at this General Meeting, and shareholders’ intention will
be reflected by questioning their views regarding the Plan at this General Meeting. Even before the expirationof the effective period of the Plan, if a resolution to abolish the Plan is adopted at a general meeting ofshareholders, the Plan will be abolished immediately. By such way, the shareholders’ intention is reflected not
only for the continuation but also for the abolishment of the Plan.
As described in 1.(3)(vii) and (viii) above, where the Large-Scale Purchaser complies with the procedures under
the Plan but the Board of Directors finds that the Large-Scale Purchase Actions are significantly detrimental to
the Company’s corporate value and, by extension, the common interest of the Company’s shareholders, theBoard of Directors will always convene a general meeting of shareholders to confirm their intention concerningwhether to implement countermeasures under the Plan.
Even in other cases, the Plan specifically sets the conditions for implementing countermeasures under the Planfor each of various cases and presents the same to shareholders as a basis for the shareholders to entrust thedecision whether to implement countermeasures to the Board of Directors. Accordingly, the implementation ofcountermeasures in accordance with such conditions will reflect the shareholders’ intention.
(4) Emphasis on judgment of highly independent external persons and Information Disclosure
As described in 1.(3)(v) above, the Company shall establish the Independent Committee as a body independent
from the Board of Directors in order to ensure the reasonableness and fairness of the decisions of the Board of
Directors. The Independent Committee consists of the Company’s outside directors, outside corporate auditorsand external experts.
As described in 1.(3)(vi) above, upon implementing countermeasures under the Plan, the Board of Directors
shall consult with the Independent Committee and make decisions with the utmost respect for theirrecommendations.
The Board of Directors makes decision with the utmost respect for the Independent Committee’s
recommendations in order to prevent the Board of Directors from implementing any countermeasures under thePlan in an arbitrary manner. In addition, the Board of Directors shall make the Information Disclosure to theshareholders regarding a summary of the Independent Committee’s decision. In this way, a structure has been
established for the transparent operation of the Plan to contribute to the realization of the Company’s corporate
value and, by extension, the common interest of the Company’s shareholders.
(5) Establishment of reasonable objective requirements
The Plan has been established so that it may not be implemented unless predetermined reasonable objective
requirements are satisfied. Thus, a structure for preventing arbitrary implementation by the Board of Directors
has been established.

- 27 -

(6) Acquisition of third party experts’ opinion
Under the Plan, when the Large-Scale Purchaser appears, the Board of Directors and the Independent
Committee may obtain advice of independent third parties at the expense of the Company. This provides amechanism to ensure greater fairness and objectivity in the decision making by the Board of Directors and theIndependent Committee.
(7) The Policy is neither a dead-hand or slow-hand takeover defense plan
It is provided that the Plan may be abolished at any time by the Board of Directors, consisting of directors whoare elected at a general meeting of shareholders of the Company. Therefore, the Plan is not a so-called deadhand takeover defense plan, implementation of which cannot be prevented even upon replacement of the
majority of the members of the Board of Directors. Further, because the Company does not adopt a staggeredboard system and the directors’ term of office is one year, the Plan is not a so-called slow-hand takeover defense
plan, that takes time to prevent its implementation.
3. Impact on shareholders, etc.
(1) Impact on shareholders and investors due to continuation of the Plan
As no countermeasures are taken at the time the Plan is continued, there will be no direct and specific impact
on the legal rights or economic interests of shareholders and investors. As described in I. above, the purpose of
introducing the Plan is to protect or enhance the Company’s corporate value and, by extension, the common
interest of the Company’s shareholders by, upon Large-Scale Purchase Actions of the Company’s shares,
ensuring time and information necessary for shareholders to properly make a decision whether or not to continue
to hold the Company’s shares and for the Board of Directors to present an alternative proposal to theshareholders, as well as by enabling to negotiate with the Large-Scale Purchaser on behalf of the shareholders.
We believe that this will enable the shareholders to make a proper decision about whether the consideration for
the acquisition of the Company’s shares proposed by the Large-Scale Purchaser is appropriate and whether toaccept the Large-Scale Purchase Actions, and that this will result in the protection of the Company’s corporate
value and, by extension, the common interest of the Company’s shareholders. Accordingly, we believe that thePlan will provide a ground for the shareholders to make appropriate decisions and thus will contribute to theirinterest.
As described in 1.(3)(vii) above, the Company’s response with the Large-Scale Purchase Actions will differ
depending on whether the Large-Scale Purchaser complies with the procedures under the Plan. As such, theshareholders are reminded to pay attention to the conducts of the Large-Scale Purchaser.
(2) Impact on the shareholders and investors imposed by allotment of the Share Options without contribution
The Share Options shall be allotted without contribution to the shareholders as of the Allotment Date separately
determined by the Board of Directors in its resolution on the allotment of the Share Options without contribution,
at a ratio of one or more share options per share as determined by the Board of Directors and, therefore, on theassumption that the Share Options are exercised, there will be no dilution of the value of the entire shares heldby the shareholders. Notwithstanding the foregoing, if any of the shareholders fails to exercise the Share Options
during the exercise period of the Share Options, the value of the shares held by the shareholder will be diluted
as a result of the exercise of the Share Options by other shareholders. However, upon a decision made by the
Board of Directors, the Company may acquire the Share Options from the shareholders who are not prohibitedfrom exercising the Share Options pursuant to the Terms and Conditions of Share Options and deliver commonshares of the Company to the shareholders in exchange therefor. If the Company takes such procedure foracquiring the Share Options, the shareholders who are not prohibited from exercising the Share Options
pursuant to the Terms and Conditions of Share Options will receive the Company’s shares without exercising
the Share Options and making payment of an amount equivalent to the Exercise Price, and as a consequence
thereof, although there will be a dilution of the value per share, no dilution of the value of the entire share heldby each of such shareholders.
In addition, after the determination of the shareholders who shall receive allotment of the Share Options without
contribution, if the Company cancels allotment of the Share Options without contribution or acquires without
contribution the Share Options that was allotted without contribution, there will be no dilution of the value of- 28 -

each share. Accordingly, shareholders and investors who traded on the assumption that there would be dilutionof the value of each share may suffer proportionate loss due to fluctuations in the stock price.
(3) Impact on the shareholders and investors upon exercise or acquisition of the Share Options after the
implementation of allotment of the Share Options without contribution
Exercise or acquisition of the Share Options is scheduled to be subject to discriminatory provisions, which
would dilute the legal rights or economic interests of the Large-Scale Purchaser and its related persons uponsuch exercise or acquisition. However, even in this case, a direct and specific impact is not expected with respect
to the legal rights and economic interests of the shareholders and investors other than the Large-Scale Purchaser
and its related persons in relation to the Company’s shares. However, as the transfer of the share options itself
will be restricted, it should be remined that, where the Company’s shares will be allotted to the shareholders on
or after the Allotment Date as a result of the exercise or acquisition of the Share Options, recovery by theshareholders of their invested capital by way of transfer may be restricted to the extent that the value of theirshareholding as to be represented by the newly allotted shares will be subject to such restriction until theirrecording under each of the shareholder’s names be completed.
(4) Procedures for the shareholders in connection with allotment of the Share Options without contribution(i)

Procedures for exercising the Share Options
The Company shall, in principle, send a request form for exercising the Share Options (which shall be in
the form designated by the Company, covering, among other things, the description and the number of the
Share Options to be exercised, the date on which the Share Options are exercised, account and otherinformation necessary to record the Company’s shares, a representation and warranty clause providingthat the shareholder himself/herself satisfies the conditions for the exercise of the Share Options, anindemnification clause, and other covenants clauses) and other documents necessary to exercise the Share
Options to the shareholders recorded on the final register of members as of the Allotment Date.
During the exercise period after allotment of the Share Options without contribution, if a shareholder
submits these necessary documents and pays in principle JPY1 per Share Option to a payment-handlingplace, one common share of the Company shall be allotted for each Share Option. Please be reminded that,
pursuant to the provisions of the Act on Book Entry of Corporate Bonds and Shares, as the common shares
to be allotted as a result of exercise of the Share Options cannot be recorded in a special account,shareholders are required to open a securities account when exercising the Share Options.

(ii) Procedures for the Company’s acquisition of the Share Options
When the Board of Directors decides to acquire the Share Options, the Company shall acquire the Share
Options after giving public notice to the Holders of Share Options in accordance with the proceduresprescribed by law. If it is decided that the common shares of the Company will be allotted to theshareholders in exchange for acquisition of the Share Options, it will be done so promptly. In the foregoingcase, each of the shareholders concerned may be requested to submit separately a document in the form
prescribed by the Company which includes a representation and warranty clause providing that he/she
does not fall under the Large-Scale Purchaser or its related persons who are prohibited from exercising
the Share Options pursuant to the Terms and Conditions, an indemnification clause and other covenants
clauses.
In addition to the above, after it is decided to implement allotment of the Share Options without
contribution, descriptions of the method of allotment, how to exercise them and how the Company may
acquire the Share Options will be announced or notified to the shareholders, so please refer to them fordetails.
End- 29 -

(Exhibit 1)
Outline Flowchart of the Plan
Emergence of a Large-Scale Purchaser

Regarding a Large-Scale Purchase of the Company Share,
the Company requests to comply with the procedures set forth in the takeover defense plan announced by theCompany<When the procedures are
Submission of a declaration of intention<When the procedures are Not complied>

Request for provision of
information by the Board of
Directors of the Company(within 10 days)

Deemed as a large-scalepurchase action withoutcomplying with theprocedures specified in
the PlanSubmission of written Necessary Information
by Large-Scale Purchaser
If the written content isinsufficient, provision of additional
information will be
requested (within 60 days)

When the written content issufficient

Provision of additional information by Large-Scale
Purchaser (respecting the Independent Committee’s
recommendations to the utmost extent)- Confirmation of information receipt by the Board of Directors of
the Company- Notifying the Large-Scale Purchaser and the Independent
Committee of the beginning of evaluation
The Board of Directors' Evaluation Period(i)In the case of a purchase of all of share certificates, etc. by means of a tender offer withcash only (in Japanese yen); within 60 days(ii) In the case of any other large-scale purchase action; within 90 days (in both (i) and (ii),the Board of Directors may consult the Independent Committee and extend the period, but
the extension is only once）
Procedures for review by the Boardof Directors of the Company(Whether significantly detrimental to
the Company's corporate value and,by extension, the common interest of
the Company's shareholders）- Information gathering,consideration of an alternative plan
- Discussions and negotiations with
the Large-Scale Purchaser- Obtaining advice from Outside
Experts

Procedures for review by the
Independent Committee
・Obtaining advice from
Outside Experts
・Make recommendations to
the Board of Directors of the
Recommendations Company on whether or not to
implement countermeasures
Consultations

Resolution by the Board of Directors(respecting the recommendations of the Independent Committee to theutmost extent)
When NOT significantly detrimental
to the Company's corporate value and,by extension, the common interest of
the Company's shareholders

When significantly detrimental to
the Company's corporate value and,by extension, the common interest of
the Company's shareholders

Resolution by a general meeting of shareholders

Recommendations by the
Independent Committee

Resolution by the Board of Directors(respecting the recommendations of the Independent
Committee to the utmost extent)
Confirmation of noncompliance with proceduresby Large-Scale Purchaser

Resolution by a general meeting of shareholders(if the Independent Committee makes
recommendations with reservation to the effect that theintention of shareholders should be confirmed inadvance, etc.)

Implementation of the countermeasures(allotment of Share Options without contribution, etc.)

No countermeasures(at discretion of the shareholders)(Note) This flowchart outlines the procedures of the Plan. For details, please refer to the main text.

- 30 -

(Exhibit 2)
Terms and Conditions of Share Options: Maezawa Kyuso Industries Co., Ltd.
I.

Determination of Matters Concerning Allotment of Share Options Without Contribution

1. Description and Number of Share Options
The share options including the matters set forth in II below (hereinafter individually or collectively referred toas the “Share Options”) shall be allotted in such number as determined by the Board of Directors that is equal
to or more than the total number of the latest issued shares in the Company (however, the number of theCompany shares held by the Company at that time shall be deducted) as of a certain date (hereinafter referred
to as the “Allotment Date”) determined by the Board of Directors in the resolution on the allotment of such
Share Options without contribution (hereinafter referred to as the “Resolution on Allotment of Share Options
without Contribution”).
2. Shareholders Subject to Allotment
The Share Options shall be allotted to the shareholders recorded on the latest register of members of theCompany as of the Allotment Date at the ratio of one or more Share Options for each share (provided, however,that this shall exclude the Company shares held by the Company at that time) as determined by the Board of
Directors.
3. Effective Date of Allotment of Share Options without contribution
To be determined by the Board of Directors in the Resolution on Allotment of Share Options without
Contribution.

II. Details of Share Options
1. Type and Number of Shares to be Issued upon Exercise of Share Options
Shares to be issued upon exercise of the Share Options shall be a common share of the Company and the number(hereinafter, the “Number of Subject Shares”) shall be one share.
2. Details and Value of Assets to be Contributed upon Exercise of Share Options(1) The subject of contribution to be made upon exercise of the Share Options shall be cash, and the amountthereof shall be the amount obtained by multiplying the exercise price (as defined in (2) below) by the
Number of Subject Shares.
(2) The price per share to be contributed upon exercise of the Share Options (hereinafter referred to as “Exercise
Price”) shall be JPY1.
3. Exercise Period of Share Options
The commencement day and the period shall be designated by the Board of Directors in the Resolution on
Allotment of Share Options without Contribution; provided, however, that if the Company acquires the Share
Options in accordance with the provision of 7-(2) below, the Share Options may not be exercised during theperiod from the day on which a public notice of such acquisition is given to the date of acquisition. If the final
day of the exercise period falls on a non-business day of the place for the payment of the money to be paid upon
exercise, the previous business day shall be the final day.
4. Conditions for Exercise of Share Options(1) (i) Specified Large-scale Holders, (ii) Joint Holders of the Specified Large-scale Holders, (iii) Specified
Large-scale Purchasers, (iv) Specially Related Parties of the Specified Large-scale Purchasers, or (v) anyof the persons to whom the Share Options are transferred from any of the persons listed in (i) through (iv)

- 31 -

above without obtaining the approval of the Board of Directors, or (vi) any Related Parties of any of thepersons listed in (i) through (v) above may not exercise the Share Options.
The terms used above shall be defined as follows:a. “Specified Large-scale Holders” means holders (including those included in the definition of holder
pursuant to the Article 27-23, paragraph 3 of the Financial Instruments and Exchange Act) of sharecertificates, etc. (as defined in Article 27-23, paragraph 1 of the same Act; the same shall apply
hereinafter unless otherwise provided) issued by the Company whose ownership ratio of sharecertificates, etc. (as defined in Article 27-23, paragraph 4 of the same Act) is 20% or more (including
any person deemed as such by the Board of Directors).
b. “Joint Holders” means Joint Holders as defined in Article 27-23, paragraph 5 of the Financial
Instruments and Exchange Act, including those deemed to be Joint Holders under Paragraph 6 of thesame Article (including any person deemed as such by the Board of Directors).
c. “Specified Large-scale Purchasers” mean persons who have given public notice to purchase, etc. (asdefined in Article 27-2, paragraph 1 of the Financial Instruments and Exchange Act; the same shallapply hereinafter) of share certificates, etc. (as defined in Article 27-2, paragraph 1 of the same Act;
hereinafter the same shall apply in this Item c) issued by the Company through a tender offer (as definedin Article 27-2, paragraph 6 of the same Act) and whose ownership ratio of share certificates, etc. (asdefined in Article 27-2, paragraph 8 of the same Act; the same shall apply hereinafter) in relation to theshare certificates, etc. to be held (including cases prescribed in Article 7, paragraph 1 of the Order for
Enforcement of the Financial Instruments and Exchange Act as being equivalent thereto) by themfollowing such purchase, etc., will be 20% or more after adding the ownership ratio of share certificates,etc. of Specially Related Parties of such persons.
d. “Specially Related Parties” is defined in Article 27-2, paragraph 7 of the Financial Instruments andExchange Act (including any person deemed as such by the Board of Directors); provided, however,that with respect to the persons specified in item 1 of the same paragraph, those persons provided in
Article 3, paragraph 2 of the Cabinet Office Ordinance on Disclosure Required for Tender Offer for
Share Certificates, etc. by Person Other than Issuer are excluded.
e. “Related Parties” of any person means any person deemed by the Board of Directors as substantiallycontrolling, controlled by or under joint control with those persons and any person deemed by the Boardof Directors as acting in concert with those persons. To “control” means to “control determinations on
financial and business policies” (as defined in Article 3 of the Regulation for Enforcement of theCompanies Act) of another company, etc.
(2) Notwithstanding (1) above, any of the persons who fall under any of items (i) through (iv) below shall not
fall under the category of the Specified Large-scale Holders or the Specified Large-scale Purchasers.
(i) The Company, subsidiaries of the Company (as defined in Article 8, paragraph 3 of the Regulation on
Terminology, Forms, and Preparation Methods of Financial Statements) or affiliated companies of theCompany (as defined in paragraph 5 of the same Article.)(ii) Persons deemed by the Board of Directors to have come to fall under the category of the Specified
Large-scale Holders set forth in (1)-a. above without the intention to control the Company and whoceases to fall under the category of the Specified Large-scale Holders set forth in (1)-a. above bydisposing of the Company shares, etc. within 10 days after it came to fall under the category (provided,
however, that such period may be extended by the Board of Directors)(iii) Persons who are deemed by the Board of Directors to have fallen involuntarily under the category of
the Specified Large-scale Holders set forth in (1)-a. above due to acquisition of treasury shares by theCompany or other reasons (provided, however, that this shall not apply to the cases where they newly
acquire any share certificates, etc. of the Company deliberately thereafter)(iv) Persons who are determined by the Board of Directors that their acquisition and holding of the Company
shares is not detrimental to the Company’s corporate value and, by extension, the common interest of
the Company’s shareholders (The Board of Directors may determine as such even if a person has been
- 32 -

deemed by it to fall under the category of (1)-a. through d. above. If the Board of Directors determines
as such subject to certain conditions, this shall apply to the extent such conditions are satisfied)(3) The Share Options may be exercised only if the Company received submission of documents containing a
representation and warranty clause providing that he/she does not fall, and does not intend to exercise themfor any person who falls, under any of (1)-a. through d. above and that any conditions for exercise of the
Share Options are satisfied, an indemnification clause and other covenants clauses concerning mattersprescribed by the Company as well as a statement providing description and number of the Share Options
to be exercised, date on which the Share Options are exercised, transfer account (excluding special
accounts) to record the Company shares and other documents required by the laws and regulations, etc.
(4) Even if a holder of the Share Options is not entitled to exercise the Share Options pursuant to this paragraph
4, in no event shall the Company owe liability to such holder for damages or otherwise.
5. Amount of Capital and Capital Reserve to be Increased by the Issuance of Shares upon Exercise of Share
Options
The amount of capital to be increased by issuance of shares of the Company by exercise of the Share Options
shall be the full amount of the value of assets to be contributed upon exercise of the Share Options and theamount of capital reserve shall not be increased.
6. Restriction on Transfer of Share Options
Any transfer of the Share Options shall be subject to approval of the Board of Directors.
7. Acquisition of Share Options by the Company(1) At any time until the day immediately preceding the commencement date of the exercise period of the Share
Options as set forth in paragraph 3 above, if the Board of Directors deems it appropriate for the Company
to acquire the Share Options, the Company may acquire all of the Share Options without contribution as ofthe date determined by the Board of Directors.
(2) The Company may acquire, on the date determined by the Board of Directors, all the Share Options which
remain unexercised as of the date immediately preceding such determined date save for those held bypersons who are not entitled to exercise the Share Options pursuant to the provisions of 4-(1) above and, in
exchange for each of the Share Options, allot such number of shares of the Company as equivalent to the
Number of Subject Shares.
8. Allotment of Share Options and Conditions in Case of Merger, Company Split, Share Exchange or Share
Transfer
It shall be determined by the Board of Directors in the Resolution on Allotment of Share Options without
Contribution.
9. Issuance of Share Options Certificates
Share option certificates shall not be issued for the Share Options.
10. Revision due to amendment, etc. of laws and regulations
The provisions of the laws and regulations cited above are based on the provisions that are in force as of May
19, 2023. If it becomes necessary to revise the terms and conditions or the meanings of wording set forth ineach of the above paragraphs due to establishment, amendment or abolition of laws or regulations after suchdate, the Board of Directors may give alternative meaning to them within a reasonable extent by taking into
account the purpose of such establishment, amendment or abolition.
End- 33 -

(Exhibit 3)
The Independent Committee
Names and Career Summary of Independent Committee Members
Yasuo Iijima[Career Summary]Born in June 1968
Apr. 2000 Registered as an attorney at law
Apr. 2000 Lawyer at Kioicho Law Office (current position)
Apr. 2015 Vice Chair of Daini Tokyo Bar Association
Jun. 2015 Outside auditor (part-time) of Palsystem Consumers’ Co-operative Union(scheduled to retire in June 2023)
Jun. 2020 Outside Director of the Company (current position)(Note) Mr. Yasuo Iijima is scheduled to be appointed as an outside auditor (part-time) of Palsystem Insurance
Consumers’ Co-operative Federation on June 26, 2023.
Hiroki Ito[Career Summary]Born in September 1981
Dec. 2007 Registered as an attorney at law
Dec. 2007 Joined Nishimura & Asahi as an attorney-at-law
Sep. 2013 Joined Iwata Godo as an attorney-at-law (current position)
Mar. 2021 Outside Audit & Supervisory Board Member of Recovery International Co.,
Ltd. (current position)
Hidenori Sakurai[Career Summary]Born in June 1979
Oct. 2002 Joined Shin Nihon & Co. (currently Ernst & Young ShinNihon LLC)
Mar. 2006 Registered as a certified public accountant
Aug. 2006 Joined AKJ Partners
Apr. 2013 Joined Frontier Management Inc.
Jul. 2014
Representative Director of Ishin Capital Partners (current position)
Jan. 2020
Outside Audit & Supervisory Board Member of Bansei Securities Co., Ltd.
(current position)(Note) All of the above three persons will be appointed as members of the Independent Committee subject toapproval of the proposal for the appointment of directors and the proposal for the appointment of corporate
auditors at this General Meeting.
There is no special interest between any of the above three persons and the Company.
Furthermore, Mr. Yasuo Iijima is an independent director as stipulated in Rule 436-2 of the Tokyo Stock Exchange
Securities Listing Regulations. Subject to approval of the proposal for the appointment of corporate auditors at this
General Meeting, both Mr. Hiroki Ito and Mr. Hidenori Sakurai will also be registered as independent directors with
the Tokyo Stock Exchange.
End- 34 -

(Exhibit 4)

Outline of the Independent Committee Rules
Article 1 The Company shall establish the Independent Committee upon introduction of the defense plan against
Large-Scale Purchase Actions on the Company shares (takeover defense plan) (hereinafter referred to as
the “Plan”). The purpose of the Independent Committee shall be to provide recommendations concerning
implementation or non-implementation of countermeasures under the Plan upon consultation request fromthe Board of Directors and to contribute to ensuring the fairness and neutrality of the Board of Directors’
judgment.
Article 2
1. The Independent Committee shall have three or more Members who shall be elected from theCompany’s outside directors, outside corporate auditors and persons satisfying the following
conditions (hereinafter referred to as “Outside Experts”); provided, however, that at least one each ofoutside director, outside corporate auditor and Outside Expert must always be in office. Upon
appointment, Members shall in principle enter into a contract with the Company which shall include
a provision for duty of care of prudent manager owed to the Company.
(i) A person who is not currently serving or has not served in the past as a director (outside directors
are excluded; the same shall apply hereinafter in this Article.) or a corporate auditor (outside
corporate auditors are excluded; the same shall apply hereinafter in this Article.) of the Company,
the Company’s subsidiaries or affiliates (hereinafter collectively referred to as “the Company
and Other Related Companies”).
(ii) A person who is not a family member within a certain degree of any current or former directors
or corporate auditors of the Company and Other Related Companies.
(iii) A person who is not a trading partner of the Company and Other Related Companies nor haveany special interest with the Company and Other Related Companies.
(iv) A person with a certain level of experience in corporate management, professionals, experts, etc.
(corporate managers with a proven performance, persons familiar with the investment banking
business, lawyers, certified public accountants, researchers whose main subject is the Companies
Act, etc. or a person equivalent thereto).
2. Election and dismissal of Members shall be made by resolution of the Board of Directors; provided,
however, to resolve to dismiss a Member shall require approval by the two-thirds majority of thedirectors present.
Article 3 The Independent Committee shall in principle decide the matters set forth in each of the following items
after deliberation and recommend the content of the resolution to the Board of Directors along with its
reasons. The Board of Directors shall respect the Independent Committee’s recommendations to theutmost extent in making resolutions as a body under the Companies Act. In such resolution, each Member
and each director of the Company shall act only from the viewpoint whether it will contribute to theCompany’s value and, by extension, the common interest of the Company’s shareholders, and shall not
purport to pursue self-interest or personal interest of the management members of the Company.
(i) Whether the large-scale purchaser complies with the procedures set forth in the Plan(ii) Whether the purchase proposal significantly impairs the corporate value of the Company, and byextension, its shareholders’ common interest, as well as whether to implement countermeasures ornot(iii) Cancellation of countermeasures(iv) In addition to (i) through (iii), matters for which the Independent Committee is authorized(v) Matters regarding the Plan for which the Board of Directors requested the Independent Committee
for consultation- 35 -

(vi) Matters that the Board of Directors separately determines that the Independent Committee may
conduct
Article 4 The resolution of the Independent Committee shall, in principle, be adopted by a majority of the Memberspresent at a meeting with at least two-thirds of the Members are present; provided, however, that if there
is any unavoidable reason, such adoption may be made by a majority of the Members present at a meeting
where a majority of the Members is present.
Article 5 The Independent Committee may obtain advice from third parties of independent standing (including
investment banks, securities firms, financial advisers, lawyers, certified public accountants and otherprofessionals) at the Company’s expense.
Article 6 The term of office of each Member shall be equivalent to the effective term of the Plan unless otherwise
determined by a resolution of the Board of Directors.
Article 7 The Board of Directors may, by its resolution, convene a meeting of the Independent Committee.
Article 8 If the Board of Directors deems it necessary for the deliberations of the Independent Committee, it may
request that the Independent Committee allow one director to attend the meeting of the Independent
Committee and provide an opportunity to explain any necessary matters.
Article 9 At the request of the Board of Directors, the Independent Committee shall explain the reasons and grounds
for making its recommendations.
End- 36 -

(Exhibit 5)
Major Shareholders, etc. (As of March 31, 2023)
1. Major Shareholders
Status of Investment in Our
Company
SharesEquity Stake(thousands)
(%)

Name
The Master Trust Bank of Japan, Ltd. (Trust Account)

1,339

6.09

THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITEDHONG KONG PRIVATE BANKING DIVISION CLIENT A/C 8028-394841

1,339

6.09

Maezawa Industries, Inc.

1,248

5.67

MAEZAWA KASEI INDUSTRIES CO., LTD.

1,248

5.67

Nippon Life Insurance Company

732

3.33

Maezawa Kyuso Industries Employees’ Shareholding Association

655

2.98

Resona Bank, Ltd.

600

2.73

Sumitomo Mitsui Banking Corporation

600

2.73

Dai-ichi Life Insurance Company, Limited

576

2.62

Mitsubishi UFJ Trust and Banking Corporation

500

2.27

Total

8,839

40.17

(Note 1)

In addition to the above, the Company holds 993,476 treasury shares.

(Note 2)Equity stake is calculated based on 22,006,524 shares, being the total number of outstanding shares (23,000,000 shares)
minus the number of treasury shares.

2. Status by Shareholder
Status of Shares (100 shares per unit)
Governmentand Local
Government

Financial
Institutions

Financial
Instruments
Traders

Status ofForeign
Other
Corporations

Corporations, etc.

Individuals

Non-and Others

individual

Individual

Shares Less
Total

than One
Unit

Number of
Shareholders

–

14

18

114

77

19

16,204

16,446––48,8902,621

55,731

38,15430

84,518229,944

5,600

–

21.26

1.14

24.24

16.59

0.01

36.76

100.00–(Person)Number of
Shares Held
(Unit)
Percentage ofShares Held(%)
(Note) Of 993,476 treasury shares, 9,934 units are included under “Individuals and others” and the remaining 76 shares are included
in “Status of shares less than one unit.”End- 37 -