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: 7976
March 8, 2022
To our shareholders:Eiichiro Suhara
Representative Director, Chairman
Mitsubishi Pencil Co., Ltd.
5-23-37, Higashi-ohi, Shinagawa-ku, Tokyo

Notice of the 147th Annual General Meeting of Shareholders
You are hereby notified that the 147th Annual General Meeting of Shareholders of Mitsubishi Pencil Co., Ltd. (the“Company”) will be held as indicated below.
From the viewpoint of preventing the spread of the novel coronavirus disease (COVID-19), we strongly
recommend that you, regardless of your health condition, refrain from attending the General Meeting of
Shareholders in person if possible and exercise your voting rights in advance in writing or via the Internet.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting
rights by 5:10 p.m. on Tuesday, March 29, 2022 (JST).
1. Date and Time: Wednesday, March 30, 2022 at 10:00 a.m. (JST) (The venue opens at 9:30 a.m. (JST))
2. Venue:
Second Floor Seminar Room at the Company’s Head Office
5-23-37, Higashi-ohi, Shinagawa-ku, Tokyo
3. Purpose of the Meeting
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 147th fiscal year (from January 1, 2021 to
December 31, 2021), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit & Supervisory Board
2. Non-consolidated Financial Statements for the 147th fiscal year (from January 1, 2021 to December 31,
2021)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Partial Amendments to the Articles of Incorporation
Proposal No. 3
Election of Nine (9) Directors
Proposal No. 4
Election of Two (2) Audit & Supervisory Board Members
Proposal No. 5
Election of One (1) Substitute Audit & Supervisory Board Member
Proposal No. 6
Renewal of Countermeasures to Large-Scale Acquisitions of Company Shares(Takeover Defense Measures)-

Of the documents to be provided at the time of this notice, Systems to Ensure Appropriateness of Operations and Operational
Status of the Systems as well as Basic Policy on Control of the Company in the Business Report, the Consolidated Statement of
Changes in Equity and the Notes to Consolidated Financial Statements, and the Non-consolidated Statement of Changes in Equity
and the Notes to the Non-consolidated Financial Statements are posted on our website below in accordance with relevant laws andregulations and the Company’s Articles of Incorporation, and are not stated in this notice. Note that the Business Report audited byAudit & Supervisory Board Members in preparing their audit reports includes the above Systems to Ensure Appropriateness of
Operations and Operational Status of the Systems, and Basic Policy on Control of the Company. The Consolidated Financial
Statements and the Non-consolidated Financial Statements audited by the Financial Auditor and Audit & Supervisory Board
Members in preparing their audit reports include the above Consolidated Statement of Changes in Equity and the Notes to theConsolidated Financial Statements, and the Non-consolidated Statement of Changes in Equity and the Notes to the Nonconsolidated Financial Statements.
Company’s website: https://www.mpuni.co.jp/ir/index.html- If there are any amendments made to the Business Report, Consolidated Financial Statements, Non-consolidated Financial
Statements and Reference Documents for the General Meeting of Shareholders or if there are significant changes in the way theGeneral Meeting of Shareholders will be run, we will post them on our website as noted above.

-1-

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

Appropriation of Surplus

The Company has given consideration to the business performance of the fiscal year and future businessdevelopment, and it proposes to pay year-end dividends for the 147th fiscal year as follows:
Year-end dividends(1) Type of dividend property
Cash(2) Allotment of dividend property and the total amount
16 JPY per common share of the Company
In this event, the total dividends will be 932,087,232 JPY.
(3) Effective date of dividends of surplus
March 31, 2022-2-

Proposal No. 2

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal
As the amendment provisions stipulated in the proviso of Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) will come into effect on September 1, 2022, theArticles of Incorporation of the Company shall be amended as follows to prepare for the introduction of thesystem of electronic provision of materials for the General Meetings of Shareholders.
1) Article 13, paragraph (1) of the Proposed Amendment provides that the Company shall take measures toprovide electronically the information that is the content of the Reference Documents for the General
Meeting of Shareholders and other documents.
2) Article 13, paragraph (2) of the Proposed Amendment establishes a provision to limit the scope ofmatters to be stated in the documents to be delivered to shareholders who have requested the delivery of
paper-based documents.
3) As the provision of Internet Disclosure and Deemed Provision of Reference Documents for the General
Meeting of Shareholders and other documents (Article 13 of the current Articles of Incorporation) will be
no longer necessary, it is hereby deleted.
4) In line with the new establishment and deletion stated above, the Company will establish supplementaryprovisions regarding the effective date and related matters.
2. Details of the amendments
Details of the amendments to the Articles of Incorporation are as follows:(Underlined parts represent amendments)
Proposed Amendment

Current Articles of Incorporation
Chapter 3
General Meetings of Shareholders(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders and otherdocuments)
Article 13
The Company may, when convening a General Meeting of
Shareholders, deem to have provided shareholders withinformation pertaining to matters to be stated or indicated in thereference documents for general meetings of shareholders,business reports, financial statements and consolidated
financial statements by disclosing such information through theInternet in accordance with the applicable Ministry of JusticeOrdinance.
(Newly established)

Chapter 3
General Meetings of Shareholders(Deleted)(Electronic Provision Measures, Etc.)
Article 13
1. The Company shall, when convening a General Meeting of
Shareholders, take measures to provide electronically the
information that is the content of the Reference Documents
for General Meeting of Shareholders and other documents.
2. The Company may choose to exclude all or part of thematters for which electronic provision measures are to betaken, as provided for in the applicable Ministry of JusticeOrdinance, from being stated in the paper-based documents
to be delivered to shareholders who have made a request
for the paper-based documents by the Record Date for
Voting Rights.

-3-

Current Articles of Incorporation
Articles 14 to 42 (Omitted)(Newly established)

Proposed Amendment
Articles 14 to 42 (As is currently written)
Supplementary Provisions
1. The deletion of Article 13 (Internet Disclosure and Deemed
Provision of Reference Documents for the General Meetingof Shareholders and other documents) from the Articles ofIncorporation before amendment and the new
establishment of the amended Article 13 (Electronic
Provision Measures, Etc.) shall become effective as of
September 1, 2022 (the “Effective Date”), which is the dateof enforcement of the amendment provisions stipulated in
the proviso of Article 1 of the Supplementary Provisions of
the Act Partially Amending the Companies Act (Act No. 70
of 2019).
2. Notwithstanding the provisions of the preceding paragraph,
Article 13 of the Articles of Incorporation before
amendment shall remain in force with respect to a General
Meeting of Shareholders to be held on a date within six (6)months from the effective date.
3. These Supplementary Provisions shall be deleted after six(6) months have elapsed from the effective date or three (3)months have elapsed from the date of the General Meetingof Shareholders set forth in the preceding paragraph,
whichever date is later.

-4-

Proposal No. 3

Election of Nine (9) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of this meeting. Therefore, the Company
proposes the election of nine (9) Directors, increasing the number of Directors by one (1) to strengthen the
management system. The candidates for Directors are as follows:
Candidate
Name
No.
1
Eiichiro Suhara
2
Shigehiko Suhara
3
Hiroshi Yokoishi
4Nobuyuki Nagasawa

5

Kazuhisa Kirita

6

Takao Suzuki

Current position and responsibility in the Company

Attribute

Representative Director, Chairman
Representative Director, President
Director, Managing Executive Officer, Marketing
Director, Managing Executive Officer, Corporate
Administration, in charge of ComplianceDirector, Managing Executive Officer, Engineering, in charge of
Quality Assurance and Environment
Senior Executive Officer in charge of Human Resources andInformation systems

Reelection
Reelection
Reelection

7

Tojiro Aoyama

Outside Director

8

Asako Yano

Outside Director

9

Tadashi Shimamoto

Reelection
Reelection
New election
Reelection
OutsideIndependent
DirectorReelection
OutsideIndependent
DirectorFemaleNew election
OutsideIndependent
DirectorReelection: Candidate for Director to be reelected
New election: Candidate for Director to be newly elected
Outside: Candidate for Outside Director
Independent Director: Independent Director as defined by the securities exchange-5-Candidate
No.

1

2

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompany
owned(Important concurrent positions)Aug. 1974
Joined the Company
Mar. 1980
Director
Mar. 1982
Managing Director
Mar. 1985
Director, Vice President
Mar. 1987
Representative Director, President
June 2015
Outside Director of Eisai Co., Ltd.
Eiichiro SuharaMar. 2019
Representative Director, Chairman and(July 19, 1948)
393,507 shares
President of the Company
Reelection
Mar. 2020
Representative Director, Chairman (current
position)
June 2020
Outside Audit & Supervisory Board Member of
FUJI KYUKO CO., LTD (current position)[Important concurrent positions]
Outside Audit & Supervisory Board Member of FUJI KYUKO
CO., LTD.
[Reasons for nomination as a candidate for Director]
Ever since his appointment as Representative Director, President in 1987, Eiichiro Suhara has exhibited superiorleadership and has been leading the Company’s business for many years. He has played an important role in achieving
sustainable growth and increasing the corporate value of the Group. His abundant experience and wide breadth ofknowledge, as well as his perspective that takes a big-picture view of the Group, are essential for us in our aim tofurther strengthen the supervisory function hereafter. Therefore, the Company proposes his reelection as Director.
Apr. 2005
Joined the Company
Apr. 2010
General Factory Manager of Gunma Factory
Apr. 2012
General Manager of Sales Planning Department
Mar. 2013
Director in charge of Corporate Planning
Nov. 2015
Director in charge of Corporate Planning andGeneral Manager of International Operations
Planning Department
Mar. 2016
Director in charge of Product Development andNew Business Development
Shigehiko SuharaMar. 2017Managing Director in charge of Writing(February 11, 1979)
364,540 sharesBusiness, New Business Development, ProductReelection
Development and Quality Assurance
Mar. 2018
Director, Vice President
Mar. 2019
Representative Director, Vice President
Mar. 2020
Representative Director, President (current
position)[Important concurrent positions]Representative Director, President of Yamagata Mitsubishi
Pencil Precision Co., Ltd.
Chairman of Mitsubishi Pencil Vietnam Co., Ltd.
[Reasons for nomination as a candidate for Director]
Shigehiko Suhara has served as General Factory Manager of Gunma Factory and General Manager of Domestic andInternational Sales Planning, and has been in charge of Corporate Planning, Product Development, and New Business
Development. He has exhibited superior management execution capabilities and leadership as Representative Director
and President. Based on this, he has played an important role in efforts aimed at further enhancing the flexible
management decisions and swift business execution, as well as at achieving business growth and increasing thecorporate value of the Company. Therefore, the Company proposes his reelection as Director.
Name(Date of birth)-6-

Candidate
No.

3

4

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompany
owned(Important concurrent positions)Oct. 1985
Joined the Company
Apr. 1998
General Manager of International Business
Department
Mar. 2001
Director and General Manager of International
Business Department
Apr. 2005
Director and General Manager of International
Operations Department
Mar. 2017Managing Director and General Manager ofHiroshi Yokoishi
International Operations Department(April 17, 1959)
15,200 sharesMar. 2018
Managing Director in charge of International
Reelection
AffairsMar. 2019
Director, Managing Executive Officer in chargeof International Affairs
Mar. 2020
Director, Managing Executive Officer in chargeof International Affairs, Global Marketing andCosmetics
Mar. 2021
Director, Managing Executive Officer,
Marketing (current position)[Reasons for nomination as a candidate for Director]
Hiroshi Yokoishi has been devoting efforts to cultivate new sales channels by leading international operations divisions
for a long time with his extensive management experience in those divisions. We consider that his wide-ranging insightwill be essential for us in further expanding our business in the global market. In addition, he has played an importantrole in management decision-making. Therefore, the Company proposes his reelection as Director.
Apr. 1980
Joined the Company
Apr. 2001
General Manager, assistant to International
Business Department
Apr. 2003
General Manager of Financial Resources andAccounting Department
Mar. 2006
Director and General Manager of Financial
Resources and Accounting Department
Jan. 2008
Director in charge of Financial Affairs, Legal
Affairs and Information System
Apr. 2010
Director in charge of Financial Affairs, Legal
Affairs, Information System and Internal
Control
Nobuyuki Nagasawa
Mar. 2016
Director in charge of Corporate Planning and(April 3, 1957)
25,500 shares
Information System
Reelection
Mar. 2017Managing Director in charge of Human
Resources, Corporate Planning and Information
SystemMar. 2018
Managing Director in charge of Human
Resources, General Affairs, Legal Affairs andComplianceMar. 2019
Director, Managing Executive Officer in chargeof Human Resources, General Affairs, Legal
Affairs, and ComplianceMar. 2021
Director, Managing Executive Officer,
Corporate Administration and in charge ofCompliance (current position)[Reasons for nomination as a candidate for Director]
Nobuyuki Nagasawa has extensive knowledge and experience in managerial divisions, including accounting, finance,
legal affairs, and information system, and his achievements include establishing a group-wide compliance system andrisk management system. He can grasp a birds-eye view of the Company Group’s situation from a diversified
perspective by leveraging his insights, and has played an important role in the strengthening of business execution
supervising functions and in management decision-making. Therefore, the Company proposes his reelection as Director.
Name(Date of birth)-7-

Candidate
No.

5

6

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompany
owned(Important concurrent positions)Apr. 1981
Joined the Company
Apr. 2003
General Manager of Product Development
Department
Apr. 2007
General Manager of Gunma Research andDevelopment Center
Apr. 2011
General Manager of Product Development
Department
Mar. 2012
Director and General Manager of ProductDevelopment Department
Mar. 2016
Director in charge of Engineering, Patent
Kazuhisa Kirita
Administrations and Cosmetics(November 13, 1958)
10,400 sharesMar. 2018
Managing Director in charge of Engineering,
Reelection
Intellectual Property Rights, Cosmetics and
New Business Development
Mar. 2019
Director, Managing Executive Officer in chargeof Engineering, Intellectual Property Rights,
Cosmetics and Industrial Materials
Mar. 2020
Director, Managing Executive Officer,
Engineering, in charge of Quality Assurance
Mar. 2021
Director, Managing Executive Officer,
Engineering, in charge of Quality Assuranceand Environment (current position)[Reasons for nomination as a candidate for Director]
Based on his experience in research and development, Kazuhisa Kirita has been involved in Product Development,
Cosmetics, New Business Development, and other areas. Furthermore, he has made many achievements andaccumulated experience of commercialization based on the combination of technology and business. In addition, as the
person in charge of the environment, he is involved in activities aimed at building a sustainable business structure forthe entire company. We judged that his insight grounded on such extensive experience will contribute to theestablishment of a sustainable system. He will also play an important role in management decision-making. Therefore,
the Company proposes his reelection as Director.
Apr. 1985
Joined the Company
Apr. 2009
General Manager of President’s Office
Aug. 2009
General Manager of Sales Planning Department
Apr. 2013
General Manager of Corporate Planning
Department
Apr. 2017
General Manager of IT Solution Center
Apr. 2018
Senior General Manager, General Manager of
Takao Suzuki
IT Solution Center(December 14, 1962)
4,000 shares
Apr.
2019
Executive Officer, General Manager of IT
New election
Solution Center
Apr. 2020
Senior Executive Officer, General Manager ofCorporate Planning Department and in chargeof Information System
Apr. 2021
Senior Executive Officer in charge of Human
Resources and Information systems (current
position)[Reasons for nomination as a candidate for Director]
Takao Suzuki has extensive achievements and experience in managerial departments, mainly in corporate planning,
information systems, and human resources. He can grasp the Company’s situation from a diversified perspective andplay an important role in strengthening decision-making in management and supervising business execution, based on
this knowledge. Therefore, the Company proposes him as a candidate for Director.
Name(Date of birth)-8-

Candidate
No.

7

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompany
owned(Important concurrent positions)Mar. 1979
Ph.D. in Engineering at Keio University
Apr. 1988
Assistant Professor, Department of MechanicalEngineering, Faculty of Science andTechnology, Keio University
Apr. 1995
Professor, Department of MechanicalEngineering, Faculty of Science andTechnology, Keio University
Apr. 1996
Professor, Department of System Design
Engineering, Faculty of Science andTechnology, Keio University
July 2009
Dean of Faculty of Science and Technology and
Dean of Graduate School of Science andTojiro Aoyama
Technology, Keio University(August 29, 1951)
June 2015
External Director of DMG MORI CO., LTD.
Reelection(current position)
OutsideIndependent Director
Mar. 2016
President of the Japan Society for Precision
Engineering
Mar. 2017
Outside Audit & Supervisory Board Member of
the Company
Apr. 2017
Professor Emeritus, Keio University
May 2017
Vice President of Keio University
Mar. 2019
Outside Director of the Company (current
position)Aug. 2021
Chairperson of Keio Engineering Foundation(current position)[Important concurrent positions]
External Director of DMG MORI CO., LTD.
[Reason for nomination as a candidate for Outside Director and overview of expected role]
In addition to having extensive knowledge and experience in mechanical engineering, production engineering, andother fields, Tojiro Aoyama has served as Vice-President of Keio University, and possesses a wide breadth ofknowledge. Based on this experience, he has been able to give beneficial opinions and advice at venues such as
meetings of the Company’s Board of Directors, a voluntary committee, etc. from a viewpoint that is not confined to theindustry to which the Company belongs, which will lead to improved soundness and transparency of decision making.
Therefore, the Company proposes his reelection as Outside Director as it expects him to continue to primarily fulfill
these roles. His term of office as Outside Director of the Company will be three (3) years at the conclusion of this
General Meeting of Shareholders. His total term of office, including his time as an Outside Audit & Supervisory Board
Member, will be five (5) years.
Name(Date of birth)-9-

Candidate
No.

8

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompany
owned(Important concurrent positions)Apr. 1990
Joined Mercedes-Benz Japan Co., Ltd.
Sept. 1997
Joined Boston Consulting Group Japan Co.,
Ltd.
Mar. 2000
Joined Louis Vuitton Japan K.K.
June 2002
COO of Celux Co., Ltd.
Oct. 2008
Established Dramatic Co., Ltd.; Representative
Director
May 2014
Established ten to four inc.; Representative
Director
June 2015
Outside Director of YAOKO Co., Ltd. (current
position)Aug.
2015
Directorof Cogito Education and Management
Asako Yano
Inc.
(January 21, 1968)
Reelection
June 2018
Outside Director of Watabe Wedding
OutsideCorporation
Independent Director
Mar. 2019
Outside Director of the Company (current
Femaleposition)
May 2020
Outside Director of SANYO SHOKAI LTD.
(current position)
Nov. 2020
Outside Director of CIRCULATION Co., Ltd.
(current position)
Nov. 2020
Established BLOOM Co., Ltd.; Representative
Director (current position)[Important concurrent positions]Representative Director of BLOOM Co., Ltd.
Outside Director of YAOKO Co., Ltd.
Outside Director of SANYO SHOKAI LTD.
Outside Director of CIRCULATION Co., Ltd.
[Reason for nomination as a candidate for Outside Director and overview of expected role]
In addition to extensive knowledge relating to business management and diversity management, Asako Yano possesses
a wide breadth of knowledge and achievement in marketing and branding. She has made diversified comments onenhancing corporate governance, promoting diversity, and other matters at venues such as meetings of the Company’s
Board of Directors, a voluntary committee, etc. from a standpoint which is independent of the Company’s management
team, and has played a key role in the further revitalization of the Company’s Board of Directors. Therefore, theCompany proposes her reelection as Outside Director as it expects her to continue to primarily fulfill these roles. Her
term of office as Outside Director of the Company will be three (3) years at the conclusion of this General Meeting of
Shareholders.
Name(Date of birth)- 10 -

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompany
owned(Important concurrent positions)Apr. 1976
Joined Nomura Computer Systems Co., Ltd.
(currently Nomura Research Institute, Ltd.)
Apr. 2002
Senior Managing Director and Division
Manager of Advanced Information Technology
Division, Nomura Research Institute, Ltd.
Apr. 2004
Senior Corporate Managing Director, Division
Manager of Advanced Information Technology
Division, and Deputy Division Manager ofCenter for Knowledge Exchange & Creation,
Nomura Research Institute, Ltd.
June 2008
Representative Director, Member of the Board,
Senior Executive Managing Director in chargeof Supervising of Business Divisions, Nomura
Research Institute, Ltd.
Tadashi Shimamoto
Apr. 2010
President & CEO, Representative Director,(February 8, 1954)
Member of the Board, Nomura Research
New election
1,000 shares
Institute, Ltd.
OutsideApr. 2015
Chairman and President & CEO,
Independent Director
Representative Director, Member of the Board,
Nomura Research Institute, Ltd.
Apr. 2016
Chairman, Member of the Board, Nomura
Research Institute, Ltd.
June 2019
Member of the Board, Nomura ResearchInstitute, Ltd.
June 2021
Special Advisor, Nomura Research Institute,Ltd. (current position)
June 2021
Director of Reading Skill Test, Inc. (current
position)[Important concurrent positions]
Special Advisor to Nomura Research Institute, Ltd.
Director of Reading Skill Test, Inc.
[Reason for nomination as a candidate for Outside Director and overview of expected role]
Tadashi Shimamoto has been involved in the management of Nomura Research Institute, Ltd. for many years and has
extensive experience and achievements in corporate management, as well as broad insight into corporate governance.
By leveraging his wealth of experience and knowledge, he is expected to play an important role in improving thesoundness and transparency of management decision-making at the Company from a standpoint which is independentof the Company’s management team through the Board of Directors and voluntary committees. Therefore, theCompany proposes him as a candidate for Outside Director.
1. Shigehiko Suhara concurrently serves as Representative Director, President of Yamagata Mitsubishi Pencil Precision Co.,
Ltd. The Company purchases its specified products from this company and is also leasing real estate to this company.
2. Shigehiko Suhara concurrently serves as Chairman of Mitsubishi Pencil Vietnam Co., Ltd. The Company purchases its
specified products from this company.
3. There is no special interest between each candidate for Director other than those stated in 1. and 2. and the Company.
4. Tojiro Aoyama, Asako Yano, and Tadashi Shimamoto are candidates for Outside Directors.
5. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into limited
liability agreements with Tojiro Aoyama and Asako Yano to limit their liability for damages under Article 423,
paragraph (1) of the Companies Act, on the condition that the requirements stipulated by laws and regulations are met. If
their reelection is approved, the Company will continue the above-mentioned limited liability agreements with them.
The maximum amount of liability for damages under this agreement is 5 million JPY or the minimum liability amountprovided for under laws and regulations, whichever is the higher amount. If Tadashi Shimamoto’s election is approved,
the Company will enter into a similar limited liability agreement with him.
6. The Company has concluded a Directors and Officers liability insurance policy with an insurance company, as provided
for in Article 430-3, paragraph (1) of the Companies Act. This insurance policy covers damages arising from liability
borne by the insured persons in the course of execution of their duties as a Director, etc. or claims pertaining to the
pursuit of such liability. Excluding Tadashi Shimamoto, each candidate for Director is included as an insured person
under the said insurance policy as a Director of the Company, and will continue to be included as an insured person if
reelected as a Director of the Company pursuant to this proposal. If Tadashi Shimamoto’s election is approved, he will

CandidateNo.

9

Notes:

Name(Date of birth)- 11 -

be included as an insured person in the said insurance policy. The Company intends to renew the said insurance policy
during the terms of office of the Directors pertaining to this proposal.
7. The Company has designated Tojiro Aoyama and Asako Yano as Independent Directors under the provisions of theTokyo Stock Exchange and has notified the Exchange thereof, and plans to continue to designate them as Independent
Directors. If Tadashi Shimamoto’s election is approved, the Company will also designate him as an Independent
Director.
8. Tojiro Aoyama, Asako Yano, and Tadashi Shimamoto who are candidates for Outside Directors, satisfy the“Independence Criteria for Outside Directors and Outside Audit & Supervisory Board Members” stipulated by theCompany on page 17.
9. Asako Yano’s registered name is Asako Saito.

- 12 -

Proposal No. 4

Election of Two (2) Audit & Supervisory Board Members

The terms of office of Audit & Supervisory Board Members Jun Tomaru and Toshio Aoi will expire at theconclusion of this meeting. Therefore, the Company proposes the election of two (2) Audit & Supervisory Board
Members. The consent of the Audit & Supervisory Board has been obtained for this proposal. The candidates for
Audit & Supervisory Board Members are as follows.
Candidate
No.

Name(Date of birth)

Career summary and position in the Company(Important concurrent positions)Apr. 1986
July 2011

1

2

Notes:

Number of theCompany’s shares
ownedJoined the Company
Emi Murakami
President of MITSUBISHI PENCIL KOREA(May 17, 1963)
SALES CO., LTD (current position)
2,000 shares
New election
Apr. 2016
General Manager of International Operations
FemalePlanning Department of the Company (current
position)[Reasons for nomination as a candidate for Audit & Supervisory Board Member]Emi Murakami has extensive experience and knowledge in management at overseas sales companies and ininternational operations divisions. Based on this, we have determined that she can play an important role in further
strengthening the auditing system for our Group, including overseas subsidiaries, and have nominated her as a
candidate for Audit & Supervisory Board Member. At the conclusion of this meeting, she will retire as President of
MITSUBISHI PENCIL KOREA SALES CO., LTD. and General Manager of International Operations Planning
Department of the Company.
Apr. 1981
Joined The Bank of Yokohama, Ltd.
June 2007
General Manager of Auditing Department, The
Bank of Yokohama, Ltd.
Apr. 2010
General Manager of Business Management
Department, The Bank of Yokohama, Ltd.
May 2011
Executive Officer, General Manager of
Yokohama Ekimae Branch and General
Manager of Yokohama Chuo Block Sales
Osamu Ishida
Headquarters, The Bank of Yokohama, Ltd.
(November 15, 1958)
June 2014
Full-time Audit & Supervisory Board Member,
New election
The Bank of Yokohama, Ltd.
OutsideMay 2015
Outside Audit & Supervisory Board Member ofIndependent Audit &Saikaya Department Store Co., Ltd.
Supervisory Board Member
June 2015
Outside Audit & Supervisory Board Member of
Yamato Inc. (current position)
Apr. 2018
Audit & Supervisory Board Member of
Yokohama Stadium Co., Ltd. (current position)[Important concurrent positions]Audit & Supervisory Board Member of Yokohama Stadium Co.,Ltd.
Outside Audit & Supervisory Board Member of Yamato Inc.
[Reasons for nomination as candidate for Outside Audit & Supervisory Board Member]
In addition to his extensive knowledge and experience as both a corporate manager and an Audit & Supervisory Board
Member at a financial institution, Osamu Ishida has considerable knowledge of finance and accounting. We havejudged that he will be able to reflect his wide range of insight in the Company’s audits and provide appropriate advice
and proposals to ensure legality, and have therefore nominated him as a candidate for Outside Audit & Supervisory
Board Member.
1. There is no special interest between the candidates for Audit & Supervisory Board Members and the Company.
2. Osamu Ishida is a candidate for Outside Audit & Supervisory Board Member.
3. If the election of Osamu Ishida is approved, pursuant to the provisions of Article 427, paragraph 1 of the Companies Act,
the Company plans to enter into a limited liability agreement with him to limit his liability for damages under Article
423, paragraph 1 of the Companies Act, on the condition that the requirements stipulated by laws and regulations are
met. The maximum amount of liability for damages under this agreement is 1 million JPY or the minimum liability
amount provided for under laws and regulations, whichever is the higher amount.
4. The Company has concluded a Directors and Officers liability insurance policy with an insurance company, as provided
for in Article 430-3, paragraph (1) of the Companies Act. This insurance policy covers damages arising from liability
borne by the insured persons in the course of execution of their duties as a Director, etc. or claims pertaining to the- 13 -

pursuit of such liability. If each Audit & Supervisory Board Member’s election is approved, she or he will be included as
an insured person in the said insurance policy. The Company intends to renew the said insurance policy during the termof office of the Audit & Supervisory Board Members pertaining to this proposal.
5. If the appointment of Osamu Ishida as a candidate for Outside Audit & Supervisory Board Member is approved, theCompany plans to designate him as an Independent Audit & Supervisory Board Member in accordance with theprovisions of the Tokyo Stock Exchange.
6. Outside Audit & Supervisory Board Member candidate Osamu Ishida satisfies the “Independence Criteria for Outside
Directors and Outside Audit & Supervisory Board Members” stipulated by the Company on page 17. He served as a
Full-time Audit & Supervisory Board Member of The Bank of Yokohama, Ltd. until March 2018. Although theCompany has conducted borrowing transactions with this bank, in light of the same criteria, the bank is not “a business
partner who is indispensable in fund procurement of the Company and whom the Company relies on to the extent that
there is no substitution.” Also, although the bank is one of the Company’s major shareholders as of December 31, 2021,
in light of the same criteria, the bank is not a person “who directly or indirectly hold[s] 10% or more of voting rights at
the end of the Company’s most recent fiscal year.” Furthermore, approximately eight (8) years have passed since heretired as an executive officer of the bank, and approximately four (4) years have passed since he retired as a Full-time
Audit & Supervisory Board Member of the bank. Based on these factors, the Company has judged that he possesses
independence.

- 14 -

Proposal No. 5

Election of One (1) Substitute Audit & Supervisory Board Member

The validity of election of Satoshi Sugano, who was elected as a Substitute Audit & Supervisory Board Member atthe 146th Annual General Meeting of Shareholders held on March 30, 2021, will expire as of commencement of
this meeting. Therefore, the Company requests approval for the election of one (1) Substitute Audit & Supervisory
Board Member to be ready to fill a vacant position should the number of Audit & Supervisory Board Members fall
below the number required by laws and regulations. The consent of the Audit & Supervisory Board has beenobtained for this proposal. The candidate for Substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary(Important concurrent positions)Registered as an attorney at law; joined Naritomi & Partners(currently Marunouchi Minami Law Office)Oct. 2003
Partner of Naritomi & Partners
June 2015
Established Nakadori Law Office; Representative Attorneyat Law (current position)
Independent Audit &[Important concurrent positions]Supervisory Board Member
Representative Attorney at Law of Nakadori Law Office[Reasons for nomination as a candidate for Substitute Outside Audit & Supervisory Board Member]
Satoshi Sugano has no prior experience in the management of a company, but has advanced professional legal knowledge as an
attorney at law. As we judged that his extensive knowledge could be reflected in the Company’s auditing system and that he could
provide us with appropriate advice and suggestions for securing legal compliance from a standpoint which is independent of theCompany’s management team, the Company proposes his reelection as Substitute Outside Audit & Supervisory Board Member.
Notes: 1. There is no special interest between the candidate for Substitute Audit & Supervisory Board Member and the Company.
2. Satoshi Sugano is a candidate for Substitute Outside Audit & Supervisory Board Member.
3. If Satoshi Sugano has taken office of Audit & Supervisory Board Member, pursuant to the provisions of Article 427,
paragraph (1) of the Companies Act, the Company plans to enter into a limited liability agreement with him to limit his
liability for damages under Article 423, paragraph (1) of the Companies Act, on the condition that the requirements
stipulated by laws and regulations are met. The maximum amount of liability for damages under this agreement will be
1 million JPY or the minimum liability amount provided for under laws and regulations, whichever is the higher amount.
4. The Company has concluded a Directors and Officers liability insurance policy with an insurance company, as provided
for in Article 430-3, paragraph (1) of the Companies Act. This insurance policy covers damages arising from liability
borne by the insured persons in the course of execution of their duties as a Director, etc. or claims pertaining to the
pursuit of such liability. If Satoshi Sugano takes office as Audit & Supervisory Board Member, he will be included as aninsured person in the said insurance policy. The Company intends to renew the said insurance policy while the electionof the Substitute Audit & Supervisory Board Members pertaining to this proposal is valid.
5. If Satoshi Sugano has taken office of Audit & Supervisory Board Member, the Company plans to designate him as an
Independent Audit & Supervisory Board Member under the provisions of the Tokyo Stock Exchange and notify the
Exchange thereof.
6. Substitute Outside Audit & Supervisory Board Member candidate Satoshi Sugano satisfies the “Independence Criteria
for Outside Directors and Outside Audit & Supervisory Board Members” stipulated by the Company on page 17.
Satoshi Sugano(December 17, 1965)
Reelection
OutsideApr. 1994

Number of theCompany’s shares
owned- 15 -

[Reference]
As disclosed in the “Notice Concerning the Formulation of ‘Vision 2036 (Long-term Vision)’ and ‘Medium-termManagement Plan 2022-2024’” on February 17, 2022, the Company has formulated a medium-term management
plan for the period from 2022 to 2024 to achieve its long-term Group vision of becoming “The World’s Most
Expressive Innovation Company” that unleashes the individuality and creativity of people around the world
through “writing and drawing.” As the priority measures in our medium-term management plan, we are engaged in“globalization of the writing instrument business,” “bringing new businesses to the growth stage,” and “building asustainable structure.”
In order to achieve these priority measures in the medium-term management plan, we believe it is important for the
Board of Directors to be composed of a well-balanced group of members with the knowledge, experience, andabilities described in the skills matrix below. Candidates for Directors and Audit & Supervisory Board Members
are selected after considering the balance and diversity of these skills. All candidates for Directors and Audit &Supervisory Board Members have management experience at the Company or other companies or organizations.
Management
Strategy/Marketing

Finance/
Accounting

Eiichiro Suhara〇〇

Shigehiko Suhara〇

Hiroshi Yokoishi〇

Nobuyuki Nagasawa〇

Kazuhisa Kirita〇

Takao Suzuki〇

Tojiro Aoyama
Asako Yano
Tadashi Shimamoto〇〇〇

Akira Fukai〇〇

Emi Murakami〇〇

Director/Audit & Supervisory Board Member

Representative
Director
Chairman
Representative
Director
President
Director
Managing Executive
Officer
Director
Managing Executive
Officer
Director
Managing Executive
Officer
Director
Senior Executive
Officer
Outside Director
Outside Director
Outside Director
Full-time Audit &Supervisory Board
MemberFull-time Audit &Supervisory Board
MemberOutside Audit &Supervisory Board
MemberOutside Audit &Supervisory Board
MemberLegal/Risk
Management

Global

〇

〇

〇

〇

〇

Innovation/
Technology

ESG(Environmental/
Social/Governance)

〇

〇

〇

〇

〇

〇
〇
〇

〇
〇

〇
〇

〇

〇

Toru Kajikawa

〇

〇

〇

Osamu Ishida

〇

〇

〇

(*) Up to three main skills that each person possesses are marked with “〇.” This does not represent all of theskills of each person.

- 16 -

[Reference] Independence Criteria for Outside Directors and Outside Audit & Supervisory Board Members
The Company deems that Outside Directors and Outside Audit & Supervisory Board Members (including
candidates) who do not fall under any of the criteria of the following items possess independence with regard to theCompany and do not pose a risk of conflict of interest with general shareholders.
1. Major shareholder
Major shareholder of the Company or its executing person. “Major shareholder” means any of those who
directly or indirectly hold 10% or more of voting rights at the end of the Company’s most recent fiscal year.
2. Major business partner(1) Our principal business partner or its executing person. “Our principal business partner” means any one of
the following:- The amount of payment from the said business partner to the Company in the most recent business year
exceeds 2% of the Company’s annual consolidated net sales.
- A business partner who is indispensable in fund procurement of the Company and whom the Company
relies on to the extent that there is no substitution.
(2) A party who considers the Company as a major business partner or its executing person. “A party who
considers the Company as a major business partner” means the following party:- The amount of payment from the Company to the said party in the most recent business year exceeds
2% of the said party’s annual consolidated net sales.
3. Professional service provider
A legal expert such as an attorney at law, accounting or tax specialist such as a certified public accountant or
tax accountant, consultant, corporate manager, university professor, etc. who obtains monetary or otherproperty profit exceeding 10 million JPY per year other than executive remuneration from the Company. Whensuch property is obtained by an organization such as a corporation or a partnership, this criterion applies to aperson belonging to such organization.
4. Donation/Grant
A person who receives donation or grant exceeding 10 million JPY per year from the Company. When such
donation or grant is obtained by an organization such as a corporation or a partnership, this criterion applies toan executing person of such organization.
5. A person who has fallen under any of the above 1. to 4. in the past three (3) years.
6. A spouse or a relative within second degree of kinship of a Director or an employee of the Company or theCompany’s subsidiary.
* In these criteria, the term “executing person” means a person who executes business in an organization such asa corporation or a partnership regardless of his/her title or position name such as director, executive officer,
employee, etc.

- 17 -

Proposal No. 6

Renewal of Countermeasures to Large-Scale Acquisitions of Company Shares (Takeover
Defense Measures)

The Board of Directors of the Company decided at its meeting held on February 17, 2022 to renew the plan for
countermeasures to large-scale acquisitions of the shares in the Company (takeover defense measures) andintroduce a renewed plan as a measure to prevent decisions on the Company’s financial and business policies frombeing controlled by persons deemed inappropriate (Article 118, Item 3(b)(ii) of the Enforcement Regulations of theCompanies Act) under the basic policy regarding the persons who control decisions on the Company’s financial
and business policies (as provided in the main text of Article 118, Item 3 of the Enforcement Regulations of theCompanies Act; the “Basic Policy”) subject to the shareholders’ approval at this General Meeting of Shareholders(in this Proposal, the plan for countermeasures to large-scale acquisitions of the shares in the Company (takeover
defense measures) before the renewal is referred to as the “Former Plan,” and the plan after the renewal is referred
to as the “Plan”). This Proposal is made to request that shareholders approve the introduction of the Plan pursuant
to Article 16, Paragraph 1 of the Company’s Articles of Incorporation and the delegation to the Company’s Boardof Directors of the authority to decide matters regarding the gratis allotment of share options in accordance with theterms and conditions set out in the Plan pursuant to Article 16, Paragraphs 2 and 3 of the Company’s Articles ofIncorporation.
The Former Plan was approved by the shareholders at the 144th annual general meeting of shareholders held on
March 28, 2019, and it will become invalid upon the expiration of its effective period at the conclusion of this
General Meeting of Shareholders. Although the basic framework of the Plan is the same as that of the Former Plan,in light of recent business practice, slight changes have been made to the contents of the Plan, such as the scope of
joint holders and persons in special relationship and the matters regarding which information will be required froman acquirer.
In addition, all of the Directors of the Company, including three Outside Directors, and all of the Audit &Supervisory Board Members of the Company, including two Outside Audit & Supervisory Board Members, agreed
to the introduction of the Plan, and the Company obtained the unanimous approval of the members of the
Independent Committee for the Former Plan for the introduction of the Plan.
I.

Basic Policy regarding Persons Who Control Decisions on the Company’s Financial and Business
Policies

The Company believes that the persons who control decisions on the Company’s financial and business policies
need to be persons who understand the source of the Company’s corporate value and who will enable the Company
to continually and persistently ensure and enhance the Company’s corporate value and, in turn, the common
interests of its shareholders. The Company believes that the intrinsic value of writing instruments is to express andsupport each customer’s inherent personality and abilities through “writing and drawing.” The Company also
believes that the enhancement of the Company’s corporate value will be achieved by (i) providing a wide range ofwriting instruments to people all over the world, (ii) creating and nurturing new businesses originated from theintrinsic value of providing writing instruments, and thereby (iii) conducting integrated management by linking
those businesses.
The Company believes that ultimately its shareholders as a whole must make the decision if a proposal for an
acquisition that would involve a transfer of corporate control of the Company is made. Also, the Company would
not reject a large-scale acquisition of the shares in the Company if it would contribute to ensuring and enhancing
the corporate value of the Company and the common interests of its shareholders. Nonetheless, there are someforms of large-scale acquisitions of shares that benefit neither the corporate value of the target company of thelarge-scale acquisition nor the common interests of its shareholders including without limitation those with apurpose that would obviously harm the corporate value of the target company and the common interests of its
shareholders; those that threaten to effectively coerce shareholders into selling their shares, those that do notprovide sufficient time or information for the target company’s board of directors and shareholders to consider thedetails of the large-scale acquisition or for the target company’s board of directors to make an alternative proposal
to shareholders and those that require the target company to negotiate with the acquirer in order to procure morefavorable terms for shareholders than those presented by the acquirer.
- 18 -

Unless the acquirer in a proposed large-scale acquisition of the shares in the Company understands the source of
the Company’s corporate value described below, as well as the details of the financial and business affairs of theCompany’s group (the “Group”), and will ensure and enhance the source of the corporate value over the mid- tolong-term, the corporate value of the Company and the common interests of its shareholders would be harmed. The
Company believes that persons who would make a large-scale acquisition of the shares in the Company in amanner that harms the corporate value of the Company and the common interests of its shareholders would beinappropriate as persons who make decisions on the Company’s financial and business policies and that it isnecessary to ensure the corporate value of the Company and, in turn, the common interests of its shareholders bytaking the necessary and reasonable countermeasures to large-scale acquisitions of the shares in the Company bysuch persons.
II.

The Source of the Company’s Corporate Value and Special Measures to Realize the Basic Policy
1. The Source of the Company’s Corporate Value
Since its establishment in 1887, the Company has carried out activities mainly in the area of the writing
instruments business with the view that its mission is to give pleasure to more customers by offeringhigh-quality and high-value-added writing instruments under its corporate motto “The Finest Quality Is
the Best Service.”
However, in this era of multifarious changes to society that make the future difficult to predict, theCompany has taken this opportunity to pause for a moment in order to reexamine and redefine the valuethat it has offered to customers through its many years of business. The Company believes that the value
it has offered to customers through its writing instrument products is to give shape to each customer’s
inherent personality and abilities through “writing and drawing” and to support these activities. Thisreexamination of the value offered to customers is the starting point for elucidating the source of thecorporate value of the Company.
The Company’s business started when Niroku Masaki, the founder of the Company, began selling an
early type of pencil called “hasami enpitsu,” one pencil at a time, with an enthusiasm for popularizing
pencils in Japan. Driven by an eagerness to manufacture pencils that are comparable to overseas products,
the Company then went on to create the “uni” pencil in 1958, the best quality pencil proudly offered by
the Company.
Now, the writing instruments offered by the Company have grown into products that are used bycustomers in more than 100 countries all over the world, not only in Japan but also in other countries in
Asia, as well as countries in other regions including Europe, North America, and the Middle and Near
East, and the Company has widely expanded its business fields accordingly. Throughout every era, thewriting instruments offered by the Company have been products closely familiar to people across a wide
range of ages. Our writing instruments have been supporting customers’ daily lives, from the time whenchildren at a tender age first grip a colored pencil or felt-tip pen in their small hands to draw or color in
pictures, then start using pencils and mechanical pencils, until, as the years go by, they begin using
ballpoint pens to put into writing all the various facts, thoughts and memories from their lives. Our
writing instruments have also been used as tools to generate innovative ideas and concepts or to create
artworks admired by many.
The Company’s guiding principal for its craftsmanship is embodied in the brand name of “uni” pencil,
which originates from the word “unique.” The Company believes that, in order for products and services
to be widely loved by the public, they must be the one and only of their kinds and have the finest quality.
Continuing to offer such products and services will also consequently enable the Company to assist morecustomers in expressing the “uniqueness” waiting to be discovered in each individual’s inherent
personality and abilities.

- 19 -

Exponential technological progress in recent years has generated numerous products and services and, in
addition to the writing instruments that have conventionally been used thus far, broadened the range ofoptions for how customers can express themselves. Further, while globalization has progressed at anaccelerated pace due to the popularization of the Internet, an increased interest in urgent issues
concerning the global environment, which is a resource shared by all peoples, has significantly changed
customers’ values relating to consumption and given rise to new methods of consuming, such as sharing
and subscription. The Company believes that, in the midst of the significant changes to the social
environment described above, customers’ values have diversified and the joy of expressing diverse values
has become more universally shared by people around the world.
Particularly because of the environment described above, the Company has made a resolution to return tothe value that it has accumulated and offered to customers since its establishment and, by using this as astarting point, transform from a “manufacturer of writing instruments,” which manufactures instruments
used for writing, and be reborn as a “company that innovates means of expression,” which offers the joyof expressing the uniqueness waiting to be discovered in each customer. Based on the belief that“everyone is born unique,” the Company intends to strive to give material shape to the value it offers tocustomers – unlocking the inherent personality and creativity of people all over the world through“writing and drawing.” Writing instruments have the power to bring out, increase, and add color to theunique properties of each customer and change them into what people can share. The Company continues
to make efforts to sincerely work on the value it has offered to customers through the writing instruments
business that it has focused on since its establishment, create a wealth of expression and new connections
by empowering customers to fulfil the potential in their various inherent differences, including gender,
culture, and disabilities, and thereby add color to the world with new technology based on the belief thatdifference is beautiful.
The Company recognizes that the concept of “corporate value” has several meanings, among which thefocus tends to be placed on the figures of cash flow to be achieved in the future as economic andshareholder value (discounted to current value), as well as the market capitalization of shares. On theother hand, the Company believes that the term “corporate value” also means corporate activities carriedout by a company with a firm determination to put on the market various products and services requiredby the public and to respond to the expectations of stakeholders surrounding the Company, including
shareholders and customers, and that, above all, the source of the Company’s corporate value lies in thetechnological and development capabilities that it has accumulated since its establishment and abundant
experience, knowledge, and expertise of each of its individual employees, as well as its corporate climate
and culture and management policy that foster and pass down these elements. The Company also
believes that, in the midst of the changing environment and changing times, ceaselessly examining such
source of corporate value and sophisticating and continuously improving it will continue to create a senseof energy and vigor among the Company and its employees and, as a result, the Company’s corporate
value will increase, and this will in turn maximize the value for all stakeholders surrounding theCompany, including shareholders, customers, employees, trading partners, and the broader social
community.
The Company will aim for sustainable growth and further enhance the corporate value of the Company
and, in turn, the common interests of its shareholders while performing our social responsibilities as acorporation by improving what we consider to be the source of corporate value and encouraging thefurther evolution of the source of corporate value.
2. Measures to Enhance Corporate ValueAs the long-term ideal image of the Company toward which it will aim from January 2022 to 2036,
which will mark the 150th anniversary of its establishment, the Company has adopted “the world’s
leading company for innovating expression.” In January 2022, the Company launched a medium-term
management plan for the period from 2022 to 2024 with the basic policy of “uni redesign” as a foothold- 20 -

toward the achievement of this long-term vision and as a measure for enhancing corporate value. The
focus of the management plan is centered on the following three policies.
The first policy is “globalization of the writing instruments business,” and an outline of this policy is to
shift the writing instruments business, which has operated from a Japan-focused perspective, to a global
mindset to offer unique writing instruments to a larger number of people, thereby contributing to assist
people all over the world in expressing their “uniqueness.” The second policy is to redefine theCompany’s business, which thus far has been defined mainly from the perspective of writing instrument
products and related technology, to one that starts from the perspective of the value offered to customers
through “writing and drawing,” and to focus on the creation and nurturing of new businesses that arecapable of materializing such value offered to customers, and the objective of this policy is to offer
unprecedented customer experience by combining the writing instruments business and the new
businesses. The last policy is to establish a “sustainable organizational framework” as the foundation for
the realization of the above two policies and as a foothold toward sustainable development, thereby
seeking to achieve not only corporate growth but also co-existence with the natural environment andsociety and, in turn, contributing to the realization of a free and borderless society in which people cancontinue to enjoy expressing themselves.
The Company believes that, in order for the Company to continuously enhance the Company’s corporate
value in the future, it is important to earnestly work on, improve, and further enrich what we consider tobe the source of corporate value. And, the Company believes that, as the first step of such measures, toachieve the further strengthening of the competitiveness of the Company under the medium-term
management plan as a matter of first priority will lead to the enhancement of the Company’s corporate
value and, in turn, the maximization of the interests of all stakeholders surrounding the Company,
including its shareholders.
Please refer to “Notice Concerning the Formulation of ‘Vision 2036 (Long-term Vision)’ and ‘Mediumterm Management Plan 2022-2024’” released on February 17, 2022 for the details of the medium-term
management plan.
3. Strengthening of Corporate Governance
The Company is a company with an audit and supervisory board, and the Company’s Board of Directors
and Audit & Supervisory Board supervise and audit the management of the Company. The term of officeof each Director of the Company is set at one year in order to clarify the responsibilities of each Director
toward shareholders, and the Company maintains the ratio of Outside Directors on the Board of Directors
at one-third or more with an aim to strengthen the supervision of management from the perspective of
independent third-parties. In addition, the Company has introduced the executive officer system for
purposes such as accelerating the decision making process of management and realizing agile executionof business, as well as reinforcing the framework for monitoring management from an objective
standpoint by separating management’s supervisory functions and business execution functions. Four
Audit & Supervisory Board Members, including two Outside Audit & Supervisory Board Members,
constitute the Audit & Supervisory Board, and they audit the execution of duties by the Directors.
On the other hand, the Company believes that corporate governance is about “building a system fororganizing a better company” for all stakeholders surrounding the Company and, as an effective measure
for corporate governance, the Company established the Basic Policy for Corporate Governance at themeeting of the Board of Directors held on December 16, 2021. It is necessary for the Company tocontinuously consider what are the best measures for all stakeholders surrounding it in order tostrengthen corporate governance, and the Company will continue to endeavor to further strengthen
corporate governance in order to “organize a better corporation” by deepening its consideration toward
the establishment of an even more enhanced corporate governance structure in accordance with theprovisions of the Basic Policy for Corporate Governance.

- 21 -

Please refer to the “Announcement of Establishment of the Basic Policy for Corporate Governance”
released on December 16, 2021 for the details of the Basic Policy for Corporate Governance.
III. Purpose and Details of the Plan
1. Purpose of the Plan
The Plan will be introduced by renewing the Former Plan in line with the Basic Policy set out in section I
above for the purpose of ensuring and enhancing the corporate value of the Company and the common
interests of its shareholders.
As set out in the Basic Policy, the Company’s Board of Directors believes that persons who would
propose a large-scale acquisition in a manner that does not contribute to the corporate value of theCompany or the common interests of its shareholders would be inappropriate as persons who control
decisions on the Company’s financial and business policies. Based on this belief, the Company decided
to introduce the Plan as a framework for enabling the Company’s Board of Directors to present analternative proposal to the shareholders or ensure necessary time and information for the shareholders todecide whether or not to accept the large-scale acquisition proposal and to negotiate for the benefit of theshareholders on the occasion that the Company receives a large-scale acquisition proposal regarding theshares in the Company from an acquirer, for the purpose of preventing decisions on the Company’s
financial and business policies from being controlled by persons deemed inappropriate and deterringlarge-scale acquisitions that are detrimental to the corporate value of the Company and the common
interests of its shareholders.
Major shareholders of the Company as of December 31, 2021 are listed in the Schedule entitled “Major
Shareholders of the Company.” The Company has not received any notice or proposal of a large-scaleacquisition to date from a specific third party.
2. Plan Outline
The Plan sets out procedures necessary to achieve the purpose stated above, including requirements foracquirers to provide information in advance in the case that the acquirer intends to make an acquisition of
20% or more of the Company’s share certificates or other equity securities.
The acquirer may effect a large-scale acquisition of the Company’s share certificates or other equity
securities if and only after the Company’s Board of Directors or the Company’s general meeting ofshareholders determines that the Company should not trigger the Plan in accordance with the proceduresfor the Plan.
In cases such as where an acquirer does not follow the procedures set out in the Plan or a large-scaleacquisition of the Company’s share certificates or other equity securities could harm the corporate valueof the Company and the common interests of its shareholders, and if the acquisition satisfies thetriggering requirements set out in the Plan, the Company will implement a countermeasure by means
such as allotting share options with (a) an exercise condition that does not allow the acquirer to exercise
rights as a general rule, and (b) an acquisition provision to the effect that the Company may acquire theshare options in exchange for the Company’s shares from persons other than the acquirer, in the form of a
gratis allotment of share options to all shareholders, except the Company, at that time.
The Company’s policy is that it will establish the Independent Committee, which is solely composed of
Outside Directors and other outside parties who are independent from the management of the Company,
and will obtain its objective determination with respect to matters such as the implementation, nonimplementation, or cancellation of the gratis allotment of share options or other countermeasurespermitted under laws and ordinances and the Company’s Articles of Incorporation in accordance with thePlan in order to eliminate arbitrary decisions by Directors, and cause the Company’s Board of Directors
to make a careful determination with respect to these matters.
In addition, the Company’s Board of Directors may hold a general meeting of shareholders in certain
cases prescribed in the Plan and confirm the intent of the shareholders regarding the implementation of
the gratis allotment of share options or other countermeasures permitted under laws and ordinances and- 22 -

the Company’s Articles of Incorporation.
The Company will ensure the transparency of the above procedures by disclosing information to theCompany’s shareholders as appropriate in the course of those procedures.
3. Plan Details (Measures to Prevent Decisions on the Company’s Financial and Business Policies
from being Controlled by Persons Deemed Inappropriate Under the Basic Policy)
3.1

Procedures for Triggering the Plan(a) Targeted Acquisitions
The Plan will be applied in cases where any purchase or other acquisition of share certificates,etc. of the Company that falls under (i) or (ii) below or any similar action or a proposal1 forsuch action (except for such action as the Company’s Board of Directors separately determines
not to be subject to the Plan; the “Acquisition”) takes place.
(i)

A purchase or other acquisition2 or an act of forming a relationship whereby a third party
becomes a joint holder3 of a holder (hoyuusha)4 with respect to the share certificates, etc.
(kabuken tou)5 issued by the Company that would result in the holding ratio of sharecertificates, etc. (kabuken tou hoyuu wariai)6 of that holder totaling at least 20% of theshare certificates, etc. issued by the Company; or(ii)

A tender offer (koukai kaitsuke)7 with respect to the share certificates, etc. (kabuken tou)8
issued by the Company that would result in the ownership ratio of share certificates, etc.
(kabuken tou shoyuu wariai)9 of the party conducting the tender offer after the tender
offer and the ownership ratio of share certificates, etc. of other persons in special
relationship with that party (tokubetsu kankei-sha)10 totaling at least 20% of theshare certificates, etc. issued by the Company.

1“Proposal” includes socilcitation of a third party for an Acquisition.
“Acquisition” includes having the right to request delivery of share certificates, etc. under a purchase and sale
contract or any other contract or executing any of the transactions provided for in Article 14-6 of the Order for
Enforcement of the Financial Instruments and Exchange Act. The same applies throughout this Proposal.
3 Meaning a joint holder provided for in Article 27-23(5) of the Financial Instruments and Exchange Act, including
persons regarded as a joint holder under Article 27-23(6) of the Financial Instruments and Exchange Act (including
persons who are deemed to fall under a joint holder by the Board of Directors of the Company). (i) A person in
special relationship defined in Article 27-2(7) of the Financial Instruments and Exchange Act and (ii) an investmentbank, a securities firm, or other financial institution that executes a financial advisory agreement with the holder ora joint holder of that holder or the person in (i), or a tender offer agent or securities firm acting as lead manger ofthe holder (collectively, “contract financial institution, etc.” in this Proposal) are deemed to be a joint holder of that
holder. The same applies throughout this Proposal and in the calculation of holding ratios of share certificates, etc.
under the Plan.
4 Including persons described as a holder under Article 27-23(3) of the Financial Instruments and Exchange Act(including persons who are deemed to fall under the above by the Board of Directors of the Company). The same
applies throughout this Proposal.
5 Defined in Article 27-23(1) of the Financial Instruments and Exchange Act. The same applies throughout this
Proposal unless otherwise provided for.
6 Defined in Article 27-23(4) of the Financial Instruments and Exchange Act. The same applies throughout this
Proposal.
7 Defined in Article 27-2(6) of the Financial Instruments and Exchange Act. The same applies throughout this
Proposal.
8 Defined in Article 27-2(1) of the Financial Instruments and Exchange Act.
9 Defined in Article 27-2(8) of the Financial Instruments and Exchange Act. The same applies throughout this
Proposal.
10 Defined in Article 27-2(7) of the Financial Instruments and Exchange Act (including persons who are deemed tofall under the above by the Board of Directors of the Company); provided, however, that persons provided for in
Article 3(2) of the Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share Certificates, etc. by
Person other than Issuer are excluded from the persons described in Article 27-2(7)(i) of the Financial Instruments
and Exchange Act. A joint holder and contract financial institution, etc. are deemed to be a person in special
relationship. The same applies throughout this Proposal.
2- 23 -

The party intending to make the Acquisition (the “Acquirer”) shall follow the procedures set
out in the Plan, and the Acquirer must not commence or effect the Acquisition until and unlessthe Company’s Board of Directors or the Company’s general meeting of shareholders resolves
not to implement the gratis allotment of share options or other countermeasures permitted
under laws and ordinances and the Company’s Articles of Incorporation in accordance with thePlan.
(b) Submission of Acquirer’s Statement
The Company will request the Acquirer to submit to the Company in the form separately
prescribed by the Company a document that includes an undertaking such as that the Acquirer
will comply with the procedures set out in the Plan (signed by or affixed with the name andseal of the representative of the Acquirer) and a qualification certificate of the person who
signed or affixed its name and seal to that document (collectively, “Acquirer’s Statement”)
before commencing or effecting the Acquisition. The Acquirer’s Statement must include thename, address or location of headquarters, location of offices, governing law for establishment,
name of the representative, contact information in Japan for the Acquirer and outline of theintended Acquisition. The Acquirer’s Statement and the Acquisition Document set out in (c)below must be written in Japanese.
(c) Request to the Acquirer for the Provision of Information
The Company will provide the Acquirer the format for the Acquisition Document (defined
below), including a list of information that the Acquirer should provide to the Company, no
later than 10 business days(*) after receiving the Acquirer’s Statement. The Acquirer must
provide the Company’s Board of Directors with the document in the form provided by theCompany (collectively, the “Acquisition Document”), which includes the information
described in each item of the list below (“Essential Information”).
* “Business day” means any day other than days listed in the items of Article 1(1) of the Act on Holidays of
Administrative Organs.

(i)

Details (including name, capital relationship, financial position, operation results, detailsof violation of laws or ordinances in the past (if any), and terms of any previoustransactions which are similar to the Acquisition by the Acquirer) of the Acquirer and its
group (joint holders, persons in special relationship and persons in special relationshipwith a person in relation to whom the Acquirer is the controlled juridical person, etc.11).12(ii)

The purpose, method and specific terms of the Acquisition (including the amount andtype of consideration, the timeframe, the scheme of any related transactions, the legalityof the Acquisition method, and the feasibility of the Acquisition).

(iii) The amount and basis for the calculation of the purchase price of the Acquisition.
(iv) Whether the Acquirer has exchanged communications with a third party in connection
with the Acquisition and, if it has, the details of the communications and a brief
description of that third party.
(v)

Information on any past acquisition of the share certificates, etc. of the Company by the
Acquirer.

(vi) If the Acquirer has reached or intends to reach an agreement with a third party regarding
the share certificates, etc. of the Company, the details of the agreement and a brief
description of that third party.
(vii) Financial support for the Acquisition (including the names of providers of funds(including all indirect providers of funds) for the Acquisition, financing methods and theterms of any related transactions).
11

Defined in Article 9(5) of the Order for Enforcement of the Financial Instruments and Exchange Act.
If an Acquirer is a fund, information relating to the matters described in (i) about each partner and otherconstituent members is also required.
12- 24 -

(viii) Post-Acquisition management policy, business plan, and capital and dividend policies for
the Group.
(ix) Policies for the Company’s shareholders (other than the Acquirer), employees, business
partners, clients, and other stakeholders.
(x)Specific measures to avoid any conflicts of interest with other shareholders of theCompany.

(xi) Any other information that the Independent Committee reasonably considers necessary.
If the Company’s Board of Directors receives the Acquisition Document, it will promptly send
it to the Independent Committee (which will be established based on the resolution of theCompany’s Board of Directors; standards for appointing members, requirements for resolutions,resolution matters, and other matters concerning the Independent Committee are as describedin Attachment 1 ‘Outline of the Rules of the Independent Committee’ and businessbackgrounds and other matters of members of the Independent Committee at the time of theintroduction of the Plan are as described in Attachment 2 ‘Profiles of the Members of the
Independent Committee’). If the Independent Committee determines that the Acquisition
Document does not contain sufficient Essential Information, it may set a reply period as
appropriate (up to 60 days from the date on which the Company’s Board of Directors
receives the Acquisition Document) and request that the Acquirer provide additional
information. In such case, the Acquirer should provide the additional information within the
reply period.
(d) Consideration of Acquisition Terms, Negotiation with the Acquirer, and Consideration of an
Alternative Proposal(i)Request to the Company’s Board of Directors for the Provision of Information
If the Acquirer submits the Acquisition Document and any additional information that the
Independent Committee requests, the Independent Committee may set a reply period as
appropriate and request that the Company’s Board of Directors present an opinion(including an opinion to refrain from giving such opinion; hereinafter the same) on the
Acquirer’s Acquisition terms, materials supporting such opinion, an alternative proposal(if any), and any other information that the Independent Committee considers necessary.

(ii)

Independent Committee Consideration
The Independent Committee will conduct its consideration of the Acquisition terms,
collection of information such as the management plans and business plans of theAcquirer and the Company’s Board of Directors and comparison thereof, andconsideration of any alternative plan presented by the Company’s Board of Directors, andthe like for, as a general rule, a period of up to 90 days after it receives the Acquisition
Document submitted by the Acquirer (however, if the Independent Committee requests
the Acquirer to provide additional information after setting a reply period, then a periodof up to 90 days from the day following the last day of the reply period) (or, for a periodof up to 60 days in the case of an Acquisition through a tender offer in consideration for
cash (JPY) and in which the maximum number to be purchased is not set) (such periodrequired for the collection of information and consideration by the Independent
Committee is hereinafter referred to as the “Independent Committee Consideration
Period”). Further, if it is necessary in order to improve the terms of the Acquisition fromthe standpoint of ensuring and enhancing the corporate value of the Company and thecommon interests of its shareholders, the Independent Committee will directly or
indirectly discuss and negotiate with the Acquirer.
In order to ensure that the Independent Committee’s decision contributes to theCompany’s corporate value and the common interests of its shareholders, the Independent
Committee may, at the cost of the Company, obtain advice from independent third parties(including financial advisers, certified public accountants, attorneys, certified public tax
accountants, consultants or any other experts). If the Independent Committee directly or
indirectly requests the Acquirer to provide materials for consideration or any other- 25 -

information, or to discuss and negotiate with the Independent Committee, the Acquirer
must promptly respond to such request.
(e) Recommendations by the Independent Committee
Based on the abovementioned procedures, the Independent Committee will makerecommendations or the like to the Company’s Board of Directors in the manner described
below.
(i)

If triggering of the Plan is recommended:
If the Independent Committee determines that the Acquisition falls under any of thetrigger events set out below in 3.2, ‘Requirements for Implementation of theCountermeasures’ (collectively, “Trigger Events”), the Independent Committee will
recommend the implementation of the gratis allotment of share options (whose principal
terms are set out below in 3.3 ‘Outline of the Countermeasures’; such share options
hereinafter referred to as “Share Options”) or of other countermeasures permitted underlaws and ordinances and the Company’s Articles of Incorporations (collectively, the“Countermeasures”) to the Company’s Board of Directors except in any specific casewhere further provision of information by the Acquirer or negotiation, discussion, or the
like with the Acquirer is necessary. If there is a concern that an Acquisition may fallunder the second Trigger Event (“Trigger Event (2)”) set out below in 3.2 ‘Requirements
for Implementation of the Countermeasures,’ the Independent Committee may
recommend the implementation of the Countermeasures subject to obtaining an approval
at a general meeting of shareholders regarding the implementation in advance.
Notwithstanding the above, even after the Independent Committee has already made a
recommendation for the implementation of the Countermeasures, if the Independent
Committee determines that either of the events in (A) or (B) below applies, it may make a
new recommendation that (i) (on or before the second business day prior to the ex-rights
date with respect to the gratis allotment of Share Options) the Company should cancel thegratis allotment of Share Options, or (ii) (from the effective date of the gratis allotment of
Share Options and until the day immediately prior to the commencement date of theexercise period of the Share Options) the Company should acquire the Share Options forno consideration, cancel the implementation of the Countermeasures, or take otheractions.
(A) The Acquirer withdraws the Acquisition or the Acquisition otherwise ceases to exist
after the recommendation for the implementation of the Countermeasures.
(B) There is no longer any Trigger Event due to a change or the like in the facts or othermatters on which the decision of the recommendation for the implementation of theCountermeasures was made.

(ii)

If non-triggering of the Plan is recommended:
If the Independent Committee determines that no Trigger Events exist with respect to theAcquisition, the Independent Committee will recommend the non-implementation of theCountermeasures to the Company’s Board of Directors regardless of whether or not the
Independent Committee Consideration Period has ended.
Notwithstanding the foregoing, even after the Independent Committee has already made a
recommendation for the non-triggering of the Countermeasures, if there is a change in thefacts or other matters on which the decision for the recommendation was made andTrigger Events arise, the Independent Committee may make a new recommendation that
the Company should implement the Countermeasures.

- 26 -

(iii) If the Independent Committee Consideration Period is extended:
If the Independent Committee does not reach a recommendation for the implementation
or non-implementation of the Countermeasures during the initial Independent Committee
Consideration Period, the Independent Committee may, to the reasonable extent that it isconsidered necessary for actions such as consideration of the terms of the Acquirer’s
Acquisition, consideration of an alternative proposal and negotiation with the Acquirer,
extend the Independent Committee Consideration Period (up to 30 days as a general rule).
If the Independent Committee Consideration Period is extended, the Independent
Committee will continue to collect information, deliberate, and perform similar activities,
and use its best efforts to make a recommendation for the implementation or nonimplementation of the Countermeasures within the extended period.
(f) Resolutions by the Board of Directors
In case the Independent Committee makes any recommendation stated above, the Company’s
Board of Directors, in exercising their role as an organization under the Companies Act, willpass a resolution relating to the implementation or non-implementation of the Countermeasureswhile respecting the recommendation to the maximum extent and carefully considering matterssuch as whether the Acquisition opposes the corporate value of the Company and the common
interests of its shareholders.
However, if a general meeting of shareholders is held pursuant to (g) below, the Company’s
Board of Directors shall follow the resolution of that general meeting of shareholders.
The Company’s Board of Directors will not implement the Countermeasures if the Independent
Committee recommends the non-implementation of the Countermeasures or a general meetingof shareholders resolves to reject the proposal for the implementation of the Countermeasures.
(g) Convocation of a General Meeting of Shareholders
When implementing the Countermeasures in accordance with the Plan, if (i) the Independent
Committee recommends the implementation of the Countermeasures subject to obtaining anapproval at a general meeting of shareholders in advance in accordance with (e)(i) above or (ii)
if there is a concern that an Acquisition may fall under Trigger Event (2) and the Board of
Directors determines that it is appropriate to refer the matter to a general meeting ofshareholders pursuant to the duty of care of a good manager after taking into account the timerequired for holding a general meeting of shareholders and other relevant matters, it may
convene a general meeting of shareholders and present a proposal regarding theimplementation of the Countermeasures on the agenda at the general meeting of shareholders.
(h) Information Disclosure
When operating the Plan, the Company will disclose, in a timely manner, information on the
progress of each procedure set out in the Plan (including the fact that the Acquirer’s Statement
and Acquisition Document have been submitted, the fact the Independent Committee
Consideration Period has commenced, and the fact that the Independent Committee
Consideration Period has been extended, as well as the specific extended period and the reason
for the extension), or an outline of recommendations made by the Independent Committee, anoutline of resolutions by the Company’s Board of Directors, and other matters that the
Independent Committee or the Company’s Board of Directors considers appropriate, in
accordance with the applicable laws and ordinances or the applicable regulations, etc. of thefinancial instruments exchange.
3.2

Requirements for Implementation of the Countermeasures
The requirements to trigger the Plan to implement the Countermeasures are as follows. As
described above in (e) of 3.1, ‘Procedures for Triggering the Plan,’ the Company’s Board of
Directors will make a determination as to whether any of the following requirements applies to an
Acquisition only after the recommendation by the Independent Committee is obtained.

- 27 -

Trigger Event (1)The Acquisition does not follow the procedures prescribed in the Plan (including cases where
reasonable time and information necessary to consider the details of the Acquisition is not offered)and it is reasonable to implement the Countermeasures.
Trigger Event (2)The Acquisition falls under any of the items below and it is reasonable to implement theCountermeasures.
(a) An Acquisition that threatens to cause obvious harm to the corporate value of the Company andthe common interests of its shareholders through any of the following actions:(i)A buyout of share certificates, etc. to require such share certificates, etc. to becompulsorily purchased by the Company side at a high price.

(ii)

Management that achieves an advantage for the Acquirer to the detriment of the Company,
such as temporary control of the Company’s management for the low-cost acquisition of
the Company’s material assets.

(iii) Diversion of the Company’s assets to secure or repay debts of the Acquirer or its groupcompany.
(iv) Temporary control of the Company’s management to bring about the disposal of highvalue assets that have no current relevance to the Company’s business and declaring
temporarily high dividends from the profits of the disposal, or selling the shares at a highprice taking advantage of the opportunity afforded by the sudden rise in share prices
created by the temporarily high dividends.
(b) Certain Acquisitions that threaten to effectively coerce shareholders into selling shares, such as
coercive two-tiered tender offers (meaning acquisitions of shares including tender offers, inwhich acquisition terms for the second stage are set to be unfavorable compared to the initialacquisition or unclear).
(c) Acquisitions to which the economic terms (including the amount and type of consideration andthe payment date and method of consideration) are inadequate or inappropriate in light of theCompany’s intrinsic value.
(d) The terms of a proposed Acquisition (including the economic terms of the Acquisition, as wellas the legality and feasibility of the Acquisition, post-Acquisition management policy andbusiness plan, and post-Acquisition policies dealing with the Company’s shareholders (otherthan the Acquirer), employees, business partners, clients, and other stakeholders of theCompany) materially threaten to oppose the corporate value of the Company or the common
interests of shareholders, by damaging relationships with the Group’s employees, business
partners, clients, and other stakeholders and the brand strength of the Group, which are
indispensable to the generation of the Company’s corporate value.
3.3

Outline of the Countermeasures
The countermeasure to an Acquisition that is triggered by the Company in accordance with the Planis, as a general rule, a gratis allotment of share options. However, there is also a possibility that theCompany will use other countermeasures permitted under laws and ordinances and the Company’s
Articles of Incorporation if it is determined appropriate to trigger those countermeasures.
If a gratis allotment of share options is implemented as a countermeasure under the Plan, the outline- 28 -

of the implementation is as follows.
(a) Number of Share Options
The number of Share Options to be allotted upon implementation of a gratis allotment of Share
Options is the same as the most recent total number of issued shares in the Company(excluding the number of shares in the Company held by the Company at that time) on acertain date (the “Allotment Date”) that is separately determined in a resolution by theCompany’s Board of Directors relating to the gratis allotment of Share Options (the “Gratis
Allotment Resolution”).
(b) Shareholders Eligible for Allotment
The Company will allot the Share Options to shareholders, other than the Company, who arerecorded in the Company’s most recent register of shareholders on the Allotment Date, at aratio of one Share Option for each share in the Company held as a general rule.
(c) Effective Date of Gratis Allotment of Share Options
The effective date of the gratis allotment of Share Options will be separately determined in theGratis Allotment Resolution.
(d) Number of Shares to be Acquired upon Exercise of the Share Options
The number of shares in the Company to be acquired upon exercise of each Share Option (the“Number of Subject Shares”) shall be a number to be separately determined in the Gratis
Allotment Resolution.
(e) Amount to be Contributed upon Exercise of Share Options
Contributions upon exercise of the Share Options are to be in cash, and the amount per share in
the Company to be contributed upon exercise of the Share Options will be one yen.
(f) Exercise Period of the Share Options
The commencement date of the exercise period will be a date separately determined in theGratis Allotment Resolution (this commencement date of the exercise period is hereinafterreferred to as the “Exercise Period Commencement Date”), and the period will, in principle, bea period from one month to six months long as separately determined in the Gratis Allotment
Resolution.
(g) Conditions for Exercise of Share Options
The following parties may not exercise the Share Options (the parties falling under (I) through(VI) below are hereinafter collectively referred to as “Non-Qualified Parties”):(I)

Specified Large Holders;13(II) Joint holders of Specified Large Holders;(III) Specified Large Purchasers;1413“Specified Large Holder” means, in principle, a party who is a holder of share certificates, etc. issued by theCompany and whose holding ratio of share certificates, etc. in respect of such share certificates, etc. is at least 20%(including any party who is deemed applicable to the above by the Company’s Board of Directors); provided,
however, that a party that the Company’s Board of Directors recognizes as a party who, without its own intention,
becomes applicable to the above as a result of the acquisition of own shares by the Company or for any otherreason (except if that party subsequently newly acquires the share certificates, etc. of the Company of its own will),a party that the Company’s Board of Directors recognizes as a party whose acquisition or holding of sharecertificates, etc. of the Company is not contrary to the Company’s corporate value or the common interests ofshareholders or a certain other party that the Board of Directors determines in the Gratis Allotment Resolution is
not a Specified Large Holder. The same applies throughout this Proposal.
- 29 -

(IV) Persons in special relationship with Specified Large Purchasers;(V) Any transferee of, or successor to, the Share Options of any party falling under (I)through (IV) without the approval of the Company’s Board of Directors; or(VI) Any Affiliated Party15 of any party falling under (I) through (V).
Further, nonresidents of Japan who are required to follow certain procedures under applicableforeign laws and ordinances to exercise the Share Options may not as a general rule exercise
the Share Options (provided, however, that the Share Options held by nonresidents will be
subject to acquisition by the Company in exchange for shares in the Company as set out in (ii)of (i), ‘Acquisition of Share Options by the Company’ below, on the condition that it isconfirmed that the relevant acquisition by the Company does not infringe any applicable law orordinance). In addition, anyone who fails to submit a written undertaking, in the form
prescribed by the Company and containing representations and warranties regarding matterssuch as the fact that he/she/it satisfies the exercise conditions of the Share Options, indemnity
clauses and other covenants, may not exercise the Share Options.
(h) Assignment of Share Options
Any acquisition of the Share Options by assignment requires the approval of the Company’s
Board of Directors.
(i) Acquisition of Share Options by the Company(i) At any time on or before the date immediately prior to the Exercise Period
Commencement Date, if the Company’s Board of Directors deems that it is appropriate
for the Company to acquire the Share Options, the Company may, on a day separately
determined by the Company’s Board of Directors, acquire all of the Share Options for no
consideration.
(ii)

On a date separately determined by the Company’s Board of Directors, the Company may
acquire all of the Share Options that have not been exercised before or on the day
immediately prior to such date determined by the Company’s Board of Directors, that are

14“Specified Large Purchaser” means, in principle, a person who makes a public announcement of purchase, etc.
(as defined in Article 27-2(1) of the Financial Instruments and Exchange Act; the same applies throughout thisFootnote) of share certificates, etc. (as defined in Article 27-2(1) of the Financial Instruments and Exchange Act;the same applies throughout this Footnote) issued by the Company through a tender offer and whose ratio ofownership of share certificates, etc. in respect of such share certificates, etc. owned by such person after such
purchase, etc. (including similar ownership as prescribed in Article 7(1) of the Order for Enforcement of the
Financial Instruments and Exchange Act) is at least 20% when combined with the ratio of ownership of sharecertificates, etc. of a person in special relationship (including any party who is deemed to fall under the above by
the Company’s Board of Directors); provided, however, that a party that the Company’s Board of Directors
recognizes as a party whose acquisition or holding of share certificates, etc. of the Company is not contrary to theCompany’s corporate value or the common interests of shareholders or a certain other party that the Company’s
Board of Directors determines in the Gratis Allotment Resolution is not a Specified Large Purchaser. The same
applies throughout this Proposal.
15 An “Affiliated Party” of a given party means a person who substantially controls, is controlled by, or is undercommon control with such given party (including any party who is deemed to fall under the above by theCompany’s Board of Directors), or a party deemed by the Company’s Board of Directors to act in concert withsuch given party. “Control” means to “control the determination of the financial and business policies” (as definedin Article 3(3) of the Enforcment Regulations of the Companies Act) of other corporations or entities.
- 30 -

held by parties other than Non-Qualified Parties (if any) and, in exchange, deliver sharesin the Company in the number equivalent to the Number of Subject Shares for each Share
Option. In addition, if, on or after the date upon which the acquisition takes place, theCompany’s Board of Directors recognizes the existence of any party holding Share
Options other than Non-Qualified Parties, the Company may, on a date determined by theCompany’s Board of Directors that falls after the date upon which the acquisition
described above takes place, acquire all of the Share Options held by that party that havenot been exercised by or on the day immediately prior to such date determined by theCompany’s Board of Directors (if any) and, in exchange, deliver shares in the

Company in the number equivalent to the number of the Number of Subject
Shares for each Share Option. The same will apply thereafter.
(j) Delivery of Share Options in Case of Merger, Absorption-type Company Split (kyushu
bunkatsu), Incorporation-type Company Split (shinsetsu bunkatsu), Share Exchange (kabushiki
koukan), and Share Transfer (kabushiki iten)
These matters will be separately determined in the Gratis Allotment Resolution.
(k) Issuance of Certificates Representing the Share Options
Certificates representing the Share Options will not be issued.
(l) OtherIn addition, the details of the Share Options will be separately determined in the Gratis
Allotment Resolution.
3.4

Procedures for the Introduction of the Plan
With regard to the Plan, the Company will request that the shareholders approve the introduction of
the Plan by renewing the Former Plan and delegate to the Company’s Board of Directors theauthority to decide matters regarding the gratis allotment of Share Options in accordance with theterms and conditions set out in the Plan by resolutions at this General Meeting of Shareholders inaccordance with Article 16 of the Company’s Articles of Incorporation.

3.5

Effective Period, and Abolition and Amendment of the Plan
The effective period of the Plan will be the period of delegation of authority to decide mattersregarding the gratis allotment of Share Options under the Plan, for which a resolution is passed at
this General Meeting of Shareholders, and the period of delegation will be until the conclusion of
the annual general meeting of shareholders relating to the last fiscal year ending within three years
after the conclusion of this General Meeting of Shareholders.
However, if, before the expiration of the effective period of the Plan, (i) a general meeting ofshareholders of the Company resolves to abolish the Plan or to withdraw the above delegation to
the Board of Directors of the authority to decide matters regarding the gratis allotment of Share
Options under the Plan or (ii) the Company’s Board of Directors resolves to abolish the Plan, thePlan will be abolished at that time.
Further, the Company’s Board of Directors may revise or amend the Plan even during the effective
period of the Plan, in cases where the revision or amendment is not contrary to the purpose of theresolution of this General Meeting of Shareholders such as cases where any law, ordinance, or
regulation, etc. of a financial instruments exchange or the like concerning the Plan is established,amended or abolished and it is appropriate to reflect such establishment, amendment or abolition in
the Plan, cases where it is appropriate to revise the wording for reasons such as typographical errors
and omissions, and cases where the revision or amendment does not cause any disadvantage to theCompany’s shareholders, and subject to the approval of the Independent Committee.
- 31 -

If the Plan is abolished, revised or amended, the Company will promptly disclose the fact that suchabolition, revision or amendment has taken place, and (in the event of a revision or amendment) thedetails of the revision, amendment and any other matters.
3.6

Revision Due to Amendment to Laws and Ordinances
The provisions of laws and ordinances referred to under the Plan are subject to the prevailingprovisions as of February 17, 2022. If it becomes necessary after such date to revise the terms andconditions or definitions of terms set out in the paragraphs above due to the establishment,
amendment or abolishment of laws and ordinances, the terms and conditions or definitions of terms
set out in the paragraphs above will be read accordingly as required to a reasonable extent, taking
into consideration the purposes of such establishment, amendment or abolishment.

4. Impact on Shareholders and Investors
4.1

Impact on Shareholders and Investors Upon Introduction of the Plan
Upon introduction, the Plan will have no direct or specific impact on shareholders and investors
because no actual Countermeasures, including gratis allotment of Share Options, will be
implemented.

4.2

Impact on Shareholders and Investors at the Time of Implementation of the Countermeasures
Even upon implementation of the Countermeasures, it is not assumed that the Plan would cause asituation that results in particular losses to the Company’s shareholders (excluding Non-Qualified
Parties) in terms of legal rights or economic aspects. If the Countermeasures are taken, theCompany will disclose information in a timely and appropriate manner in accordance with laws andordinances and the rules of the financial instruments exchange.
The impact on shareholders and investors at the time a gratis allotment of Share Options is
implemented as the Countermeasures would be as follows.
(i)

Procedures for Gratis Allotment of Share Options
If the Company’s Board of Directors resolves to make a gratis allotment of Share Options, itwill also decide the Allotment Date in the same resolution and give public notice of thisAllotment Date. In this case, the Company will make a gratis allotment of Share Options toshareholders, other than the Company, who are recorded in the Company’s most recent
register of shareholders on the Allotment Date (the “Entitled Shareholders”) for one Share
Option per share in the Company held by the Entitled Shareholders, as a general rule. All
Entitled Shareholders will automatically become Share Option holders on the effective date of
the gratis allotment of Share Options, and no further procedures, such as applying for suchgratis allotment, will be necessary.
In addition, even after the Company’s Board of Directors resolves to make a gratis allotmentof Share Options, the Company may, by respecting any recommendation of the Independent
Committee described above in section (e)(i) of 3.1, ‘Procedures for Triggering the Plan,’ tothe maximum extent, (i) (on or before the second business day prior to the ex-rights date withrespect to the gratis allotment of Share Options) cancel the gratis allotment of Share Options,or (ii) (from the effective date of the gratis allotment of Share Options and until the day
immediately prior to the commencement date of the exercise period) acquire Share Options
for no consideration. In such cases, no dilution of the value per share in the Company held by
the shareholders will result, and it is possible that investors who have sold or bought the- 32 -

shares in the Company expecting to see such a dilution will suffer unexpected damage as aresult of a fluctuation in the share price.
(ii)

Procedures for Exercising Share Options
The Company will deliver, as a general rule, a document to be submitted upon the exercise of
the Share Options (in the form prescribed by the Company and containing necessary matterssuch as the terms and number of Share Options for exercise and the exercise date for the
Share Options, as well as representations and warranties regarding matters such as that theshareholders themselves satisfy the exercise conditions of the Share Options, indemnity
clauses and other covenants, and information necessary to record shares in the Company to bedelivered to the account of the Entitled Shareholders) and other documents necessary for the
exercise of the Share Options to the Entitled Shareholders. After the gratis allotment of Share
Options, the shareholders will be issued shares in the Company in a number equivalent to the
Number of Subject Shares in exchange for each Share Option upon submitting thesenecessary documents during the exercise period of Share Options and by paying in theprescribed manner one yen per share for the Number of Subject Shares of the Share Options,as a general rule. The Non-Qualified Parties intending to exercise Share Options must follow
the Company’s separate determination in accordance with (g) of 3.3, ‘Outline of theCountermeasures.’If the Company’s shareholders do not exercise their Share Options or pay the amountequivalent to the exercise price, the shares they hold in the Company will be diluted by theexercise of Share Options by other shareholders.
However, it is also possible for the Company to acquire the Share Options of all shareholders
other than Non-Qualified Parties and, in exchange, deliver shares in the Company, in
accordance with the procedures set out in (iii) below. If the Company carries out suchacquisition procedures, all shareholders other than Non-Qualified Parties will come to receive
shares and the like in the Company without exercising their Share Options or paying anamount equivalent to the exercise price and, in principle, there will be no subsequent dilutionof the shares in the Company they hold.

(iii) Procedures for the Acquisition of Share Options by the Company
If the Company’s Board of Directors determines to acquire the Share Options, the Company
will acquire the Share Options in accordance with the statutory procedures from theshareholders other than Non-Qualified Parties, on the date separately determined by theCompany’s Board of Directors and deliver shares in the Company in exchange for the Share
Options. In this case, the shareholders concerned will come to receive shares in the Company
in a number equivalent to the Number of Subject Shares as consideration for the acquisitionby the Company of those Share Options, without paying the amount equivalent to the exercise
price. However, in such case, the shareholders concerned will be separately requested toprovide information necessary to record shares in the Company to be delivered to the accountof the Entitled Shareholders and submit, in the form prescribed by the Company, a written
undertaking including representations and warranties regarding matters such as the fact thatthey are not Non-Qualified Parties, indemnity clauses and other covenants.
If the Gratis Allotment Resolution provides for the matters relating to acquisition, including
acquisition of the Share Options from the Non-Qualified Parties, the Company may takeprocedures in accordance with the provisions of the Gratis Allotment Resolution.
In addition, the Company will disclose information to or notify all of its shareholders withrespect to the particulars of the allotment method, exercise method and method for acquisitionby the Company after these matters are determined in the Gratis Allotment Resolution. We
request that shareholders check these details at that time.

- 33 -

IV.

Decisions and Reasoning by the Company’s Board of Directors regarding Above Measures
1. Decisions and Reasoning regarding the Special Measures to Realize the Basic Policy (measures set
out in II above)
As set out in section II above, the Company has implemented such measures for enhancing the corporate
value and such policies for strengthening its corporate governance practices, including the medium-term
management plan, as specific measures to continually and persistently enhance the Company’s corporate
value and the common interests of the Company’s shareholders. These measures will indisputably
contribute to the realization of the Basic Policy.
Therefore, these measures comply with the Basic Policy and are consistent with the common interests of
the Company’s shareholders, and are not implemented for the purpose of maintaining the positions of the
Directors and the Audit & Supervisory Board Members of the Company.
2. Decisions and Reasoning regarding the Measures to Prevent Decisions on the Company’s Financial
and Business Policies from being Controlled by a Person Deemed Inappropriate under the Basic
Policy (measures set out in III above)
2.1

The Plan Satisfies the Basic Policy
The Plan is a mechanism to maintain the corporate value of the Company and, in turn, the common
interests of its shareholders by ensuring the necessary time and information is made available forthe shareholders to decide whether or not to accept the Acquisition of share certificates, etc. of theCompany and for the Company’s Board of Directors to present an alternative proposal to theshareholders, and by enabling the Board of Directors to negotiate with the Acquirer for the benefitof the shareholders when such Acquisition is made. As above, the Plan is in compliance with the
Basic Policy.

2.2

The Plan is not Detrimental to the Common Interests of the Shareholders and does not Aim to
Maintain the Positions of Directors and Audit & Supervisory Board Members of the Company
For the following reasons, the Company believes that the Plan is not detrimental to the common
interests of the Company’s shareholders, and that it does not aim to maintain the positions of the
Directors and the Audit & Supervisory Board Members of the Company.
(a) Satisfying the Requirements of the Guidelines for Takeover Defense Measures, Etc.
The Plan satisfies all of the three principles set out in “Guidelines Regarding Takeover Defense
for the Purposes of Protection and Enhancement of Corporate Value and Shareholders’Common Interests” (the “Guidelines”) released by the Ministry of Economy, Trade andIndustry and the Ministry of Justice on May 27, 2005, namely, the principles of:· ensuring and enhancing the corporate value and shareholders’ common interests;· prior disclosure and respect for shareholders’ intent; and· ensuring necessity and reasonableness.
The Plan has also introduced details based on “Takeover Defense Measures in Light of Recent
Environmental Changes” published on June 30, 2008 by the Corporate Value Study Groupestablished under the Ministry of Economy, Trade and Industry, and other practice anddiscussion related to takeover defense measures, and in this way it is considered that the Plan isreasonable.
(b) Placing High Value on the Intent of Shareholders
The Company intends to ask for shareholders’ approval at this General Meeting of
Shareholders regarding adoption of the Plan in order to reflect the intent of the shareholders, as
set out above in III.3.4, ‘Procedures for the Introduction of the Plan.’- 34 -

Further, as set out above in (g) of III.3.1, ‘Procedures for Triggering the Plan,’ the Company’s
Board of Directors may, in certain cases, confirm the intent of the shareholders regarding
implementation of the Countermeasures at a general meeting of shareholders.
In addition, the Plan is subject to a so-called sunset clause setting the effective period of
approximately three years after implementation and if, even before the expiration of theeffective period of the Plan, the general meeting of shareholders or the Board of Directors of
the Company resolves to abolish the Plan, the Plan will be abolished in accordance with that
resolution. In this regard, the life of the Plan depends on the intent of the Company’s
shareholders.
(c) Information Disclosure
When operating the Plan, the Company will disclose information in a timely manner on mattersthat the Independent Committee or the Company’s Board of Directors considers appropriate
including the progress of each procedure set out in the Plan (including the fact that theAcquirer’s Statement and Acquisition Document have been submitted, that the Independent
Committee Consideration Period has commenced, and that the Independent Committee
Consideration Period has been extended), an outline of recommendations made by the
Independent Committee, and an outline of resolutions by the Company’s Board of Directors, inaccordance with the applicable laws and ordinances or the rules of the financial instruments
exchange. In this way, the Company ensures a structure under which the Plan is operated in atransparent way for the benefit of the corporate value of the Company and the common
interests of its shareholders.
(d) Emphasis on the Decisions of Independent Parties Such As Outside Directors and Obtaining
the Advice of Third-Party Experts
The Company must obtain a recommendation from the Independent Committee, composed
only of members who are independent such as Outside Directors, when making decisions fortriggering the Plan.
Further, the Independent Committee may obtain advice from independent third-party experts at
the Company’s expense, which is a mechanism to even more securely enhance the fairness andobjectivity of the decisions made by the Independent Committee.
(e) Establishment of Reasonable and Objective Requirements
As set out above at section (e) of III.3.1, ‘Procedures for Triggering the Plan,’ and section
III.3.2, ‘Requirements for Implementation of the Countermeasures,’ the Company believes that
the Plan is established so that it will not be triggered unless reasonable and objective
requirements have been satisfied, and ensures a structure to eliminate arbitrary triggering by theCompany’s Board of Directors.
(f) No Dead-Hand or Slow-Hand Takeover Defense Measures
The Plan is not a dead-hand takeover defense measure (a takeover defense measure in whicheven if a majority of the members of the board of directors are replaced, the triggering of themeasure cannot be stopped) because the Plan may be abolished through a resolution of theBoard of Directors attended by the Directors elected at a general meeting of shareholders of theCompany. Also, as the term of office of the Company’s Directors is one year and the Company
has not adopted a system of staggered terms of office, the Plan is not a slow-hand takeover
defense measure either (a takeover defense measure in which triggering takes more time to stop
due to the fact that all members of the board of directors cannot be replaced at once).
---End---- 35 -

Attachment 1
Outline of the Rules of the Independent Committee
・ The Independent Committee shall be established by resolution of the Company’s Board of Directors.
・ There shall be no less than three members of the Independent Committee, and the Company’s Board of
Directors shall elect the members from (i) Outside Directors of the Company, (ii) Outside Audit & Supervisory
Board Members of the Company and (iii) other experts who are independent from the management that executes
the business of the Company. Such experts must be experienced corporate managers, parties with knowledge ofthe investment banking industry, lawyers, certified public accountants, researchers whose research focuses on
the Companies Act or the like, or parties of similar qualifications, and must have executed with the Company anagreement separately specified by the Company’s Board of Directors that contains a provision obligating themto exercise the duty of care of a good manager or similar provision.
・ Unless otherwise determined by a resolution of the Company’s Board of Directors, the term of office ofmembers of the Independent Committee will be until the conclusion of the annual general meeting ofshareholders relating to the final fiscal year ending within three years after the conclusion of this General
Meeting of Shareholders. Further, the term of office of any member of the Independent Committee who is an
Outside Director or Outside Audit & Supervisory Board Member of the Company shall end at the same time that
person loses his or her position as an Outside Director or Outside Audit & Supervisory Board Member (except
in the case of their re-appointment).
・ The Independent Committee shall make decisions on the matters listed below and make recommendations to theCompany’s Board of Directors containing the details of and reasons for the determination. Respecting such
recommendations of the Independent Committee to the maximum extent, the Company’s Board of Directors
shall carefully consider matters such as whether or not the Acquisition is detrimental to the corporate value of
the Company or the common interests of shareholders and make decisions on implementation or nonimplementation of the Countermeasures as an organization under the Companies Act (however, if a resolution isotherwise adopted at a general meeting of shareholders with respect to implementation or non-implementationof the Countermeasures as set out in (i), the Board of Directors shall follow that resolution). Each member of the
Independent Committee and each Director of the Company must make such decisions with a view to whether or
not the corporate value of the Company and the common interests of its shareholders will be enhanced, and theymust not solely serve the purpose of their own interests or those of the management of the Company.
(i) The implementation or non-implementation of the Countermeasures.
(ii) The cancellation of the Countermeasures or acquisition of Share Options for no consideration.
(iii) Any other matters that are for determination by the Company’s Board of Directors in respect to which it
has consulted the Independent Committee.
・ In addition to the matters prescribed above, the Independent Committee may conduct the matters listed below.
(i) Determining whether the Acquisitions should be made subject to the Plan.
(ii) Determining the information that the Acquirer and the Company’s Board of Directors should provide to the
Independent Committee, and the deadline for the provision of that information.
(iii) Examination and consideration of the terms of the Acquirer’s Acquisitions.
(iv) Discussion and negotiation with the Acquirer.
(v) Request for an alternative proposal to the Company’s Board of Directors and consideration of thealternative proposal.
(vi) Determination for extension of the Independent Committee Consideration Period.
(vii) Approval of revision or amendment of the Plan.
(viii) Determination whether or not takeover defense measures other than the Plan should be introduced.
(ix) Any other matters that the Plan prescribes that the Independent Committee may conduct.
(x) Any matters that the Company’s Board of Directors separately determines that the Independent Committee
may conduct.
・ If the Independent Committee decides that the details stated in the Acquisition Document are inadequate as
Essential Information, it will request that the Acquirer submit additional information. Further, if the Independent
Committee receives from the Acquirer the Acquisition Document and any additional information that it requests,
it may request that the Company’s Board of Directors provide within a certain period an opinion regarding theterms of the Acquisition by the Acquirer and materials supporting that opinion, an alternative proposal (if any),
any other information and the like that the Independent Committee may consider necessary.
・ If it is necessary in order to have the terms of the Acquirer’s Acquisition improved from the standpoint of- 36 -

ensuring and enhancing the corporate value of the Company and the common interests of its shareholders, theIndependent Committee shall directly or indirectly discuss and negotiate with the Acquirer, or present toshareholders the alternative plan of the Company’s Board of Directors or conduct any similar action.
・ In order to collect the necessary information, the Independent Committee may request the attendance of a
Director, Audit & Supervisory Board Member or employee of the Company, or any other party that the
Independent Committee considers necessary, and may require explanation of any matter it requests.
・ The Independent Committee may, at the Company’s expense, obtain the advice of an independent third party(including financial advisers, certified public accountants, lawyers, certified public tax accountants, consultants
and other experts) and conduct similar actions.
・ Any member of the Independent Committee may convene a meeting of the Independent Committee when an
Acquisition arises, or at any other time.
・ As a general rule, resolutions of meetings of the Independent Committee shall pass with a majority when all of
the members of the Independent Committee are in attendance (including attendance via video conference or
telephone conference; hereinafter the same). However, in unavoidable circumstances a resolution may pass witha majority when a majority of the members of the Independent Committee are in attendance.
---End---- 37 -

Attachment 2
Profiles of the Members of the Independent Committee
The following three persons are scheduled to be the initial members of the Independent Committee upon
introduction of the Plan.
Name:
Date of birth:
Background:Tojiro Aoyama
Outside Director of the Company
August 29, 1951
March 1979
Ph.D. in Engineering at Keio University
April 1988
Assistant Professor, Department of Mechanical Engineering,
Faculty of Science and Technology, Keio University
April 1995
Professor, Department of Mechanical Engineering, Faculty of
Science and Technology, Keio University
April 1996
Professor, Department of System Design Engineering, Faculty of
Science and Technology, Keio University
July 2009
Dean of Faculty of Science and Technology and Dean of Graduate
School of Science and Technology, Keio University
June 2015
External Director of DMG MORI CO., LTD. (current position)
March 2016
President of the Japan Society for Precision Engineering
March 2017
Outside Audit & Supervisory Board Member of the Company
April 2017
Professor Emeritus, Keio University
May 2017
Vice President of Keio University
March 2019
Outside Director of the Company (current position)
August 2021
Chairperson of KEIO Engineering Foundation (current position)* Mr. Tojiro Aoyama is an Outside Director of the Company as defined in Article 2, Item 15 of the Companies Act.

Name:
Date of birth:
Background:

Toru Kajikawa
Outside Audit & Supervisory Board Member of the Company
September 24, 1951
October 1976
Joined Chuo Audit Corporation
September 1979
Registered as certified public accountant
May 1990
Audit & Supervisory Board Member of Kakiyasu Honten Co., Ltd.
September 1990
Representative Partner, Taiyo Audit Corporation (currently Grant
Thornton Taiyo LLC)
June 1997
Outside Audit & Supervisory Board Member of Kakiyasu Honten
Co., Ltd. (current position)
July 2000
Managing Partner of Taiyo Audit Corporation (currently Grant
Thorton Taiyo LLC)
April 2005
Professor of Graduate School of Aoyama Gakuin University
April 2010
Visiting Professor of Graduate School of Aoyama Gakuin
University
June 2014
Outside Audit & Supervisory Board Member of Kikkoman
Corporation (current position)
July 2014
Chairman and Representative Partner of Grant Thornton Taiyo
ASG LLC (currently Grant Thornton Taiyo LLC) (current position)
March 2017
Outside Audit & Supervisory Board Member of the Company(current position)* Mr. Toru Kajikawa is an Outside Audit & Supervisory Board Member of the Company as defined in Article 2, Item 16 of theCompanies Act.

- 38 -Name:
Date of birth:
Background:

Tadashi Shimamoto
Candidate for Outside Director of the Company
February 8, 1954
April 1976
Joined Nomura Computer Systems Co., Ltd. (currently Nomura
Research Institute, Ltd.)
April 2002
Senior Managing Director and Division Manager of Advanced
Information Technology Division, Nomura Research Institute, Ltd.
April 2004
Senior Corporate Managing Director, Division Manager ofAdvanced Information Technology Division, and Deputy Division
Manager of Center for Knowledge Exchange & Creation, Nomura
Research Institute, Ltd.
June 2008
Representative Director, Member of the Board, Senior Executive
Managing Director in charge of Supervising of Business Divisions,
Nomura Research Institute, Ltd.
April 2010
President & CEO, Representative Director, Member of the Board,
Nomura Research Institute, Ltd.
April 2015
Chairman and President & CEO, Representative Director, Memberof the Board, Nomura Research Institute, Ltd.
April 2016
Chairman, Member of the Board, Nomura Research Institute, Ltd.
June 2019
Member of the Board, Nomura Research Institute, Ltd.
June 2021
Special Advisor, Nomura Research Institute, Ltd. (current position)
June 2021
Director of Reading Skill Test, Inc. (current position)* Mr. Tadashi Shimamoto will be an Outside Director of the Company as defined in Article 2, Item 15 of the Companies Act if
Proposal No. 3 for this General Meeting of Shareholders is approved.

---End---- 39 -

Schedule
Major Shareholders of the Company (as of December 31, 2021)
Number of Shares Held

Name of Shareholders(hundred shares)

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

Shareholding Ratio (%)

40,681

6.98

The Bank of Yokohama, Ltd.

29,1655.00

Sumitomo Mitsui Banking Corporation

25,337

4.34

Sumitomo Mitsui Trust Bank, Limited

25,0004.29

Mitsubishi Pencil Business Association

24,363

4.18

DAIDO LIFE INSURANCE COMPANY

23,440

4.02

Aioi Nissay Dowa Insurance Co., Ltd.

19,0303.26

Mitsui Sumitomo Insurance Company, Limited

19,030

3.26

Meiji Yasuda Life Insurance Company

17,994

3.08

Custody Bank of Japan, Ltd. (Trust Account)

16,274

2.79* In addition to the above, the Company holds 60,308 hundred treasury shares. Also, “Shareholding Ratio” described above iscalculated after deducting the number of treasury shares held by the Company from the total number of outstanding shares.

---End---- 40 -

Reference
Outline of Procedures for Large-Scale Acquisitions of Shares in the Company
Emergence of the party intending to make Acquisition (Acquirer)

Submission of Acquirer’s Statement by Acquirer
Submission

Non-submission(the Company provides Acquirer with format for Acquisition Document
within ten business days)

Submission of Acquisition Document

Non-submission

Submission
Board of Directors
Promptly Send

Receive Acquisition Documentfrom Board of Directors(If insufficient)
Request additional provision of
information(Reply deadline: up to 60 days)(If requested)
Present opinion, supporting
materials, and alternative
proposal to Independent
Committee(As necessary)
Request Board of Directors topresent opinion, supporting
materials, and alternative
proposalAcquisition not compliant with procedures

Receive Acquisition Document

Independent Committee

Consideration of Acquisition, negotiation
with Acquirer(Consideration period: up to 60 days or 90 days;
may be extended for up to 30 days)

Recommendation for
non-implementationof Countermeasures

Recommendation for
implementation ofCountermeasures

Board of Directors (general meeting ofshareholders as necessary)

Respect to the maximum extent recommendation by Independent Committee; if a general meeting ofshareholders is held, follow that resolution
Resolution for non-implementation ofCountermeasures

Resolution for implementation ofCountermeasures

Non-implementation ofCountermeasures

Implementation of Countermeasures

Note: This chart states the outline of the procedures for the Plan. Please refer to the main text for further details.

- 41 -