Countermeasures Against Large-Scale Purchases of the Company's Shares, etc. (Takeover Defense Measures)

At the FY56 Annual General Meeting held on June 24, 2020, the Company received the approval of its shareholders for the introduction of the Plan for Response to Large-Scale Purchases of the Company's Shares, etc. (the "Plan") and for the continuation of the Plan at the subsequent FY59 Annual General Meeting held on June 27, 2023.

Details of the Plan

1. A Large-scale Purchaser who intends to make a purchase of shares that would result in an ownership ratio of 20% or more shall, prior to making the purchase, submit to the Board of Directors a document (a Letter of Intent) that includes the necessary information and a commitment by the Large-Scale Purchaser to comply with the procedures set forth in the Plan.

2. Within 10 business days of the submission of the Letter of Intent, the Company shall send the Large-scale Purchaser an "Information List" containing the necessary information to be submitted by the Large-scale Purchaser.

3.  If the Board of Directors reasonably judges that the information submitted by the Large-scale Purchaser is insufficient, the Board of Directors may request the Large-scale Purchaser to provide additional information repeatedly. However, even if the Board of Directors does not deem that enough information has been provided, it shall not exceed 60 days from the date of receipt of the "Information List" by the Large-scale Purchaser.

4. Based on the information provided by the Large-Scale Purchaser, the Board of Directors shall conduct an evaluation. The evaluation period shall be 60 to 90 days (with a maximum extension of 30 days possible), depending on the method of purchase.

5. The Independent Panel shall recommend to the Board of Directors of the Company whether to implement the countermeasures during the Board of Directors' evaluation period mentioned above. The Independent Panel may obtain advice from outside experts (including investment banks, securities firms, financial advisors, certified public accountants, lawyers, and other experts) who are independent of the management team that conducts business operations.

Recommendation of the Independent Committee

If the Large-Scale Purchaser fails to comply with the rules of the Plan

In principle, recommendation to take countermeasures

If the Large-Scale Purchaser complies with the rules of the Plan

(However, if the Large-Scale Purchase is deemed to be significantly damaging to the corporate value of the Company or the common interests of its shareholders and it is deemed appropriate to take countermeasures, the Company will recommend that the countermeasures not be taken.)

6. The Board of Directors shall respect the recommendations of the Independent Panel to the maximum extent possible.

7. Convocation of a Shareholders Intent Confirmation Meeting

(1) If the Large-Scale Purchaser does not comply with the procedures of the Plan and the Board of Directors determines that a Shareholders Intent Confirmation meeting should be held to confirm the will of the Company's shareholders as to whether to implement countermeasures under the Plan.

(2) Even if the Large-Scale Purchaser complies with the rules of the Plan, if the Board of Directors resolves to take countermeasures from the perspective of ensuring and enhancing the Company's corporate value and the common interests of shareholders, the Board of Directors will promptly convene a general meeting of shareholders.

8. Countermeasures under the Plan

As a general rule, the countermeasure shall be a gratis allotment of stock acquisition rights.

By attaching exercise conditions to the stock acquisition rights, such as that the exercise of the rights by the Large-scale Purchaser is not permitted, the Company's shares will be delivered to shareholders other than the Large-scale Purchaser, and the shareholding ratio of the Large-scale Purchaser will be reduced.

9. Term of Validity of the Plan

Fiscal year ending within three years after the FY59 Annual General Meeting (held on June 27, 2023)

For more information on the Plan, please refer to the following