Large-Scale Acquisition Rules and Defensive Measures

「With respect to any person seeking to conduct a large-scale purchase of the Company's shares, the Company will take appropriate measures in accordance with the Financial Instruments and Exchange Act, the Companies Act and other applicable laws and regulations, including requiring the disclosure of necessary and sufficient information to enable shareholders to make an appropriate decision on whether to accept the large-scale purchase, disclosing the opinions and other views of the Company's board of directors, and endeavoring to secure the time necessary for shareholders to consider the matter.」

「With respect to any person seeking to conduct a large-scale purchase of the Company's shares, the Company will take appropriate measures in accordance with the Financial Instruments and Exchange Act, the Companies Act and other applicable laws and regulations, including requiring the disclosure of necessary and sufficient information to enable shareholders to make an appropriate decision on whether to accept the large-scale purchase, disclosing the opinions and other views of the Company's board of directors, and endeavoring to secure the time necessary for shareholders to consider the matter.」

「Under the plan, any person conducting or seeking to conduct a large-scale purchase (referred to below as a "large-scale purchaser") is required to provide the information necessary and sufficient to evaluate and examine the large-scale purchase. The independent committee, comprising 3 or more members selected by the board of directors from among the Company's outside directors or outside Audit & Supervisory Board members who meet the Company's independence criteria, will examine the terms and other aspects of the large-scale purchaser's purchase based on the information and materials provided by the large-scale purchaser and the Company's board of directors, and make recommendations to the Company's board of directors on whether to implement countermeasures.」

「Under the plan, any person conducting or seeking to conduct a large-scale purchase (referred to below as a "large-scale purchaser") is required to provide the information necessary and sufficient to evaluate and examine the large-scale purchase. The independent committee, comprising 3 or more members selected by the board of directors from among the Company's outside directors or outside Audit & Supervisory Board members who meet the Company's independence criteria, will examine the terms and other aspects of the large-scale purchaser's purchase based on the information and materials provided by the large-scale purchaser and the Company's board of directors, and make recommendations to the Company's board of directors on whether to implement countermeasures.」

「Under this plan, until a final decision is made within the prescribed period on whether to implement countermeasures, the Company may not conduct purchases or other transactions involving shares or other equity securities issued by the Company that would result in the holder's shareholding ratio reaching 20% or more (such transactions are referred to below as "large-scale purchases"). Under the plan, large-scale purchasers are required to provide the information necessary and sufficient to evaluate and examine the large-scale purchase. Based on the information and materials provided by the large-scale purchaser and the Company's board of directors, the independent committee will examine the terms and other aspects of the large-scale purchaser's purchase and make recommendations to the Company's board of directors on whether to implement countermeasures.」

「Under the plan, large-scale purchasers are required to provide the information necessary and sufficient to evaluate and examine the large-scale purchase. Based on the information and materials provided by the large-scale purchaser and the Company's board of directors, the independent committee will examine the terms and other aspects of the large-scale purchaser's purchase and make recommendations to the Company's board of directors on whether to implement countermeasures.」

「Under this plan, until a final decision is made within the prescribed period on whether to implement countermeasures, the Company may not conduct purchases or other transactions involving shares or other equity securities issued by the Company that would result in the holder's shareholding ratio reaching 20% or more (such transactions are referred to below as "large-scale purchases"). Under the plan, large-scale purchasers are required to provide the information necessary and sufficient to evaluate and examine the large-scale purchase. Based on the information and materials provided by the large-scale purchaser and the Company's board of directors, the independent committee will make recommendations on whether to implement countermeasures.」

「Under this plan, until a final decision is made within the prescribed period on whether to implement countermeasures, the Company may not conduct purchases or other transactions involving shares or other equity securities issued by the Company that would result in the holder's shareholding ratio reaching 20% or more (such transactions are referred to below as "large-scale purchases").」

「Under this plan, until a final decision is made within the prescribed period on whether to implement countermeasures, the Company may not conduct purchases or other transactions involving shares or other equity securities issued by the Company that would result in the holder's shareholding ratio reaching 20% or more (such transactions are referred to below as "large-scale purchases").」

「Under this plan, until a final decision is made within the prescribed period on whether to implement countermeasures, the Company may not conduct purchases or other transactions involving shares or other equity securities issued by the Company that would result in the holder's shareholding ratio reaching 20% or more (such transactions are referred to below as "large-scale purchases").」

「The plan approved at the annual general meeting of shareholders held on 29 June 2017 remains effective until the conclusion of the annual general meeting of shareholders scheduled to be held in June 2020. Thereafter, any extension will be subject to approval at an annual general meeting of shareholders every 3 years, and if such approval is not obtained, the plan will be promptly discontinued.」

「During the independent committee review period of 60 days (where the large-scale purchase consists of the purchase of all shares or other equity securities of the Company through a tender offer whose consideration consists solely of cash in Japanese yen) or 90 days (for other large-scale purchases), commencing on the date when the large-scale purchaser and the Company's board of directors have completed providing all information, materials and other items, the independent committee will, based on the information and materials provided by the large-scale purchaser and the Company's board of directors, review the terms of the large-scale purchaser's purchase, review alternative proposals prepared by the Company's board of directors, and collect, compare and examine information concerning the business plans and other matters of the large-scale purchaser and the Company's board of directors, from the perspective of securing and enhancing the Company's corporate value and the common interests of its shareholders.」

「E. Review and recommendations by the independent committee. During the independent committee review period of 60 days (for a tender offer whose consideration consists solely of cash in Japanese yen) or 90 days (for other large-scale purchases), commencing on the date when the large-scale purchaser and the Company's board of directors have completed providing all information, materials and other items, the independent committee will conduct a review from the perspective of securing and enhancing the Company's corporate value and the common interests of its shareholders.」

「A. Purchases of shares or other equity securities issued by the Company that result in the holder's shareholding ratio reaching 20% or more. B. Tender offers for shares or other equity securities issued by the Company in which the combined shareholding ratio of the tender offeror and its specially related parties reaches 20% or more.」

「At a meeting of the Board of Directors held on 30 November 2007, the company established the basic policy described in (1) above regarding the appropriate person to control decisions on its financial and business policies. It also decided to introduce a takeover defense measure, the Response to Large-Scale Purchases of the Company's Shares, to secure and enhance the company's corporate value and the common interests of shareholders by preventing a person deemed inappropriate under this basic policy from controlling decisions on its financial and business policies.」