Ensuring Fairness in Takeover Responses through an Independent Special Committee and the General Meeting of Shareholders

「In addition, following approval with the consent of all incumbent members of the Special Committee, the composition of the Special Committee was changed by resolution of the Board of Directors at its meeting held on 14 May 2026, within the framework of the resolution adopted at the 2007 General Meeting of Shareholders.」

「In addition, following approval with the consent of all incumbent members of the Special Committee, the term of this plan was changed by resolution of the Board of Directors at its meeting held on 24 April 2025, within the framework of the resolution adopted at the 2007 General Meeting of Shareholders.」

「In principle, a General Meeting of Shareholders is held to ascertain shareholders’ views when response measures are activated; a Special Committee comprising highly independent Outside Directors, Outside Audit & Supervisory Board Members and outside experts has been established as an advisory body to our Board of Directors to ensure the fairness and objectivity of decisions」

「We have determined that this plan does not impair corporate value or the common interests of our shareholders and is not intended to maintain the positions of our officers, because, in principle, a General Meeting of Shareholders is held to ascertain shareholders’ views when response measures are activated; a Special Committee comprising highly independent Outside Directors, Outside Audit & Supervisory Board Members and outside experts has been established as an advisory body to our Board of Directors to ensure the fairness and objectivity of decisions; the Board is required to obtain and give maximum respect to its recommendations when deciding whether or not to activate response measures; and arrangements have been made to allow this plan to be abolished through a single resolution of the General Meeting of Shareholders, among other reasons.」

「This plan was established after careful consideration of shareholders’ rights and their exercise, the impact on the market on which our shares are listed and other matters, in accordance with corporate legislation including the Companies Act, the “Guidelines Regarding Takeover Defense Measures to Protect or Enhance Corporate Value and the Common Interests of Shareholders” announced by the Ministry of Economy, Trade and Industry and the Ministry of Justice on 27 May 2005, the “Partial Revision of the Listing Examination Standards for Shares, etc. in Connection with the Development of the Listing System for the Introduction of Takeover Defense Measures” announced by the Tokyo Stock Exchange on 7 March 2006, and the rules of that Exchange. We have determined that this plan does not impair corporate value or the common interests of our shareholders and is not intended to maintain the positions of our officers, because, in principle, a General Meeting of Shareholders is held to ascertain shareholders’ views when response measures are activated; a Special Committee comprising highly independent Outside Directors, Outside Audit & Supervisory Board Members and outside experts has been established as an advisory body to our Board of Directors to ensure the fairness and objectivity of decisions; the Board is required to obtain and give maximum respect to its recommendations when deciding whether or not to activate response measures; and arrangements have been made to allow this plan to be abolished through a single resolution of the General Meeting of Shareholders, among other reasons.」

「In principle, a General Meeting of Shareholders is held to ascertain shareholders’ views when response measures are activated; a Special Committee comprising highly independent Outside Directors, Outside Audit & Supervisory Board Members and outside experts has been established as an advisory body to our Board of Directors to ensure the fairness and objectivity of decisions; and the Board is required to obtain and give maximum respect to its recommendations when deciding whether or not to activate response measures.」

「Furthermore, following approval with the consent of a majority of the incumbent members of the Special Committee and a majority of its outside expert members, the requirements concerning the composition of the Special Committee and conflicts of interest involving its members were changed by resolution of the Board of Directors at its meeting held on 4 March 2021, within the framework of the resolution adopted at the 2007 General Meeting of Shareholders.」

「This plan was established after careful consideration of shareholders’ rights and their exercise, the impact on the market on which our shares are listed and other matters, in accordance with corporate legislation including the Companies Act, the “Guidelines Regarding Takeover Defense Measures to Protect or Enhance Corporate Value and the Common Interests of Shareholders” announced by the Ministry of Economy, Trade and Industry and the Ministry of Justice on 27 May 2005, the “Partial Revision of the Listing Examination Standards for Shares, etc. in Connection with the Development of the Listing System for the Introduction of Takeover Defense Measures” announced by the Tokyo Stock Exchange on 7 March 2006, and the rules of that Exchange. We have determined that this plan does not impair corporate value or the common interests of our shareholders and is not intended to maintain the positions of our officers, because, in principle, a General Meeting of Shareholders is held to ascertain shareholders’ views when response measures are activated; a Special Committee comprising highly independent Outside Directors, Outside Audit & Supervisory Board Members and outside experts has been established as an advisory body to our Board of Directors to ensure the fairness and objectivity of decisions; the Board is required to obtain and give maximum respect to its recommendations when deciding whether or not to activate response measures; and arrangements have been made to allow this plan to be abolished through a single resolution of the General Meeting of Shareholders, among other reasons.」

「This plan was established after careful consideration of shareholders’ rights and their exercise, the impact on the market on which our shares are listed and other matters, in accordance with corporate legislation including the Companies Act, the “Guidelines Regarding Takeover Defense Measures to Protect or Enhance Corporate Value and the Common Interests of Shareholders” announced by the Ministry of Economy, Trade and Industry and the Ministry of Justice on 27 May 2005, the “Partial Revision of the Listing Examination Standards for Shares, etc. in Connection with the Development of the Listing System for the Introduction of Takeover Defense Measures” announced by the Tokyo Stock Exchange on 7 March 2006, and the rules of that Exchange. We have determined that this plan does not impair corporate value or the common interests of our shareholders and is not intended to maintain the positions of our officers, because, in principle, a General Meeting of Shareholders is held to ascertain shareholders’ views when response measures are activated; a Special Committee comprising highly independent Outside Directors, Outside Audit & Supervisory Board Members and outside experts has been established as an advisory body to our Board of Directors to ensure the fairness and objectivity of decisions; the Board is required to obtain and give maximum respect to its recommendations when deciding whether or not to activate response measures; and arrangements have been made to allow this plan to be abolished through a single resolution of the General Meeting of Shareholders, among other reasons.」

「In principle, a General Meeting of Shareholders is held to ascertain shareholders’ views when response measures are activated; a Special Committee comprising highly independent Outside Directors, Outside Audit & Supervisory Board Members and outside experts has been established as an advisory body to our Board of Directors to ensure the fairness and objectivity of decisions; and the Board is required to obtain and give maximum respect to its recommendations when deciding whether or not to activate response measures.」

「In principle, a General Meeting of Shareholders is held to ascertain shareholders’ views when response measures are activated; a Special Committee comprising highly independent Outside Directors, Outside Audit & Supervisory Board Members and outside experts has been established as an advisory body to our Board of Directors to ensure the fairness and objectivity of decisions; and the Board is required to obtain and give maximum respect to its recommendations when deciding whether or not to activate response measures.」

「In principle, a General Meeting of Shareholders is held to ascertain shareholders’ views when response measures are activated; a Special Committee comprising highly independent Outside Directors, Outside Audit & Supervisory Board Members and outside experts has been established as an advisory body to our Board of Directors to ensure the fairness and objectivity of decisions; and the Board is required to obtain and give maximum respect to its recommendations when deciding whether or not to activate response measures.」

「In principle, a General Meeting of Shareholders is held to ascertain shareholders’ views when response measures are activated; a Special Committee comprising highly independent Outside Directors, Outside Audit & Supervisory Board Members and outside experts has been established as an advisory body to our Board of Directors to ensure the fairness and objectivity of decisions; and the Board is required to obtain and give maximum respect to its recommendations when deciding whether or not to activate response measures.」

「In principle, a General Meeting of Shareholders is held to ascertain shareholders’ views when response measures are activated; a Special Committee comprising highly independent Outside Directors, Outside Audit & Supervisory Board Members and outside experts has been established as an advisory body to our Board of Directors to ensure the fairness and objectivity of decisions; and the Board is required to obtain and give maximum respect to its recommendations when deciding whether or not to activate response measures.」

「This plan was established after careful consideration of shareholders’ rights and their exercise, the impact on the market on which our shares are listed and other matters, in accordance with corporate legislation including the Companies Act, the “Guidelines Regarding Takeover Defense Measures to Protect or Enhance Corporate Value and the Common Interests of Shareholders” announced by the Ministry of Economy, Trade and Industry and the Ministry of Justice on 27 May 2005, the “Partial Revision of the Listing Examination Standards for Shares, etc. in Connection with the Development of the Listing System for the Introduction of Takeover Defense Measures” announced by the Tokyo Stock Exchange on 7 March 2006, and the rules of that Exchange. We have determined that this plan does not impair corporate value or the common interests of our shareholders and is not intended to maintain the positions of our officers, because, in principle, a General Meeting of Shareholders is held to ascertain shareholders’ views when response measures are activated; a Special Committee comprising highly independent Outside Directors, Outside Audit & Supervisory Board Members and outside experts has been established as an advisory body to our Board of Directors to ensure the fairness and objectivity of decisions; the Board is required to obtain and give maximum respect to its recommendations when deciding whether or not to activate response measures; and arrangements have been made to allow this plan to be abolished through a single resolution of the General Meeting of Shareholders, among other reasons.」

「We have determined that this plan does not impair corporate value or the common interests of our shareholders and is not intended to maintain the positions of our officers, because, in principle, a General Meeting of Shareholders is held to ascertain shareholders’ views when response measures are activated; a Special Committee comprising highly independent Outside Directors, Outside Audit & Supervisory Board Members and outside experts has been established as an advisory body to our Board of Directors to ensure the fairness and objectivity of decisions; the Board is required to obtain and give maximum respect to its recommendations when deciding whether or not to activate response measures; and arrangements have been made to allow this plan to be abolished through a single resolution of the General Meeting of Shareholders, among other reasons.」

「We have determined that this plan does not impair corporate value or the common interests of our shareholders and is not intended to maintain the positions of our officers, because an independent Special Committee comprising highly independent Outside Directors, Outside Audit & Supervisory Board Members and outside experts has been established as an advisory body to our Board of Directors to ensure the fairness and objectivity of decisions, and the Board is required to obtain and give maximum respect to its recommendations when deciding whether or not to activate response measures, and because arrangements have been made to allow this plan to be abolished through a single resolution of the General Meeting of Shareholders.」

「We have determined that this plan does not impair corporate value or the common interests of our shareholders and is not intended to maintain the positions of our officers, because an independent Special Committee comprising highly independent Outside Directors, Outside Audit & Supervisory Board Members and outside experts has been established as an advisory body to our Board of Directors to ensure the fairness and objectivity of decisions, and the Board is required to obtain and give maximum respect to its recommendations when deciding whether or not to activate response measures, and because arrangements have been made to allow this plan to be abolished through a single resolution of the General Meeting of Shareholders.」

「We have determined that this plan does not impair corporate value or the common interests of our shareholders and is not intended to maintain the positions of our officers, because an independent Special Committee comprising highly independent Outside Directors, Outside Audit & Supervisory Board Members and outside experts has been established as an advisory body to our Board of Directors to ensure the fairness and objectivity of decisions, and the Board is required to obtain and give maximum respect to its recommendations when deciding whether or not to activate response measures, and because arrangements have been made to allow this plan to be abolished through a single resolution of the General Meeting of Shareholders.」

「We have determined that this plan does not impair corporate value or the common interests of our shareholders and is not intended to maintain the positions of our officers, because an independent Special Committee comprising highly independent Outside Directors, Outside Audit & Supervisory Board Members and outside experts has been established as an advisory body to our Board of Directors to ensure the fairness and objectivity of decisions, and the Board is required to obtain and give maximum respect to its recommendations when deciding whether or not to activate response measures, and because arrangements have been made to allow this plan to be abolished through a single resolution of the General Meeting of Shareholders.」

「To ensure the fairness and objectivity of decisions, we have established, as an advisory body to our Board of Directors, a Special Committee comprising highly independent Outside Directors, Outside Audit & Supervisory Board Members and outside experts」

「We have determined that this plan does not impair corporate value or the common interests of our shareholders and is not intended to maintain the positions of our officers, because an independent Special Committee comprising highly independent Outside Directors, Outside Audit & Supervisory Board Members and outside experts has been established as an advisory body to our Board of Directors to ensure the fairness and objectivity of decisions, and the Board is required to obtain and give maximum respect to its recommendations when deciding whether or not to activate response measures, and because arrangements have been made to allow this plan to be abolished through a single resolution of the General Meeting of Shareholders.」