Okabe : Continuation of Measures to Prevent the Large-scale Purchase of Shares of Okabe (Response to TOB)

	February 19, 2024
For Immediate Release
Company name	Okabe Co., Ltd.
Representative	Hirohide Kawase, President, Representative
	Director and Chief Executive Officer
	(Securities Code: 5959, TSE Prime Market)
Contact	Yasushi Hosomichi, Director and
	Senior Managing Executive Officer
	in charge of Administrative Division
	(TEL. [phone])

Continuation of Measures to Prevent the Large-scale Purchase

of Shares of Okabe (Response to TOB)

Okabe Co., Ltd. (the "Company") announces that at its meeting held today, its Board of Directors passed a resolution to submit a proposal for the continuation of the measures to prevent the large-scale purchase of shares of Okabe (the "Plan") approved by shareholders at the Ordinary General Meeting of Shareholders on March 26, 2021 to the Ordinary General Meeting of Shareholders to be held on March 28, 2024, (the "Ordinary General Meeting of Shareholders") to ask the shareholders to approve the continuation of the Plan. Details are as follows.

Because the term of the Plan ends at the conclusion of the Ordinary General Meeting of Shareholders, the Company has been discussing how it should operate, including whether to continue the Plan, from the perspective of increasing the Company's corporate value and protecting the common interests of shareholders. As a result, in light of the changes in business conditions, trends affecting institutional investors and other factors, the Company has decided to continue to implement the Plan, if approved by its shareholders. If the Plan is approved by the shareholders at the Ordinary General Meeting of Shareholders, the term of the Plan will end at the conclusion of the Ordinary General Meeting of Shareholders scheduled to be held in 2027.

Major changes made to the Plan from the current plan are as follows:

1. The Plan's definition of large-scale purchase, etc. has been revised.
2. The wording of other parts has been modified.

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Measures to Prevent Large-scale Purchases of Shares of Okabe (Response to TOB)

1. Basic policy regarding the behavior of the people who control decisions regarding the Company's financial and business policies

As a company whose shares are listed on a financial instrument exchange, the Company respects the free trading of its shares on the market and does not indiscriminately disapprove even of a purchase of a large number of its shares by a specific party as long as it contributes to ensuring and increasing the corporate value of the Group and the common interests of shareholders. The Company also thinks that decisions regarding the acceptance of proposals involving large-scale stock purchases should ultimately be decided by shareholders.

However, proposals regarding large-scale stock purchases include cases where the good relationships with stakeholders may not be maintained, possibly resulting the reduction of the Group's corporate value and even harming the common interests of shareholders, cases that fail to adequately reflect the Group's value, and cases that fail to provide information that is sufficient and necessary for shareholders to make the ultimate decision regarding the matter.

To respond to proposals such as these, the Company believes that, as part of responsibilities of Board of Directors as a body that is mandated by shareholders, Board of Directors must secure the necessary time and information, negotiate with the parties that propose the purchase of a large number of shares, and carry out other activities for the benefit of shareholders.

II. Activities to contribute to the implementation of the basic policy

1. Activities to increase corporate value and protect the common interests of shareholders

(1) Sources of corporate value and the common interests of shareholders

The Company has 107 years of history since its foundation in 1917. When it was founded, the Company manufactured simple architectural parts such as clamps. Since it successfully developed the revolutionary form tying method for concrete formwork in 1951, it has always operated its businesses to meet demand and earn the trust of customers while expanding its operations from the construction business, including structural and civil engineering, into related fields with a focus on metal processing.

The sources of the Company's corporate value that support this business development have been built upon the corporate philosophy developed over the 107 years of the Company's history since its foundation in 1917, the technologies accumulated through the management of its business based this philosophy, and strong trust-based relationships with all of its business partners from the suppliers of raw materials to the customers that are the buyers of its products. The Company believes the Okabe brand is the fruit born from these sources of its corporate value.

More specifically, the corporate philosophy consists of four policies; 1. Employees at all workplaces preserve the Company's pioneering spirit and strive to develop originality, be ingenuous, and innovate, 2. Employees maintain a mindset of service, serve society, and strive to enable the Company to develop in the future, 3. The Company will endeavor to cultivate human resources for sustainable development, and 4. The Company will be a workplace that employees will not regret devoting their lives to. This is based on the idea that by providing its executives, employees and all of its stakeholders with satisfaction, a company enables its own existence.

In the management of its business backed by this corporate philosophy, the Company strives to maintain and improve manufacturer's foundations, namely, its product development technology, quality control technology and technology for information gathering in terms of its quality and quantity and the analysis. The Company recognizes that its mission is to provide society with products that embody these technologies. In its management

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philosophy expressing this recognition, the Company has established the goal of contributing to society by providing security and safety. In addition to the contribution to safety and energy-saving for construction works, product development guaranteed by technology that contributes to society is extremely important, including the supply of materials for earthquake-resistant building foundations using aseismic and base-isolating construction methods and playing a part in environmental preservation through various reinforcement and greening construction methods. The Company thinks that company-wide efforts to improve its technology to a cutting-edge level are essential.

In addition, the Company has sincerely and faithfully managed its corporation over its 107-year history and built strong trust-based relationships with all of its partners, including material manufacturers that supply raw materials, parts manufacturers, distributors and the end users of the Company's products.

Therefore, the corporate philosophy with its wide-ranging social perspective, the supply of products based on high-level technical capabilities and the trust-based relationships built with all of its business partners are the sources of the Company's corporate value, and it thinks that continuously enhancing these factors will increase its brand strength and corporate value. The Company recognizes that increasing in its corporate value is in the common interest of its shareholders.

(2) Establishment of Okabe Corporate Vision 2040

Based on its management philosophy of contributing to society by providing safety and security, the Group has established Okabe Corporate Vision 2040 as its future image for 2040 and its ideal image of itself. The Company is confident that the collective efforts of every member of the Group in the operation of its business to achieve this vision will assure its corporate value increases and protect the common interests of shareholders.

i. "Okabe Corporate Vision 2040"

Up to now, and into the future, we are striving to be a global solutions provider that provides safety and security in the lives of people around the world by cultivating Creativity × Connectivity × People Power as a manufacturer of earthquake-resistant construction materials that support construction.

1. Principles behind "Okabe Corporate Vision 2040"

1. Creativity

We will strive to be a company that supports the safety and security of buildings and people through our creative technological capabilities, and will continue to utilize new technologies to create solutions for automation of construction work, zero emissions, and more.

(ii) Connectivity

This represents the power to connect with people, which is created through communication with customers, shareholders/investors, subcontractors/suppliers, employees, and local communities, and the power to connect critical components and materials used in construction sites to enhance safety.

(iii) People Power

As stated in our corporate creed, "We will endeavor to cultivate human resources for sustainable development," and "The Group will be a workplace that employees will not regret devoting their lives to," we believe that the foundation of everything we do lies in "People Power," and this will remain unchanging even in 2040.

Underlying these three strengths is our desire to "contribute to society by providing safety and security." While we envision various changes in our external environment, we are committed to being a company that can contribute to a sustainable society as a member of the global community so that the global environment and humankind can change for the better.

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(3) Establishment of the new Okabe Transformation 2026 (OX-2026)medium-term management plan Moving toward the achievement of Okabe Corporate Vision 2040, the Group has established Okabe Transformation 2026 (OX-2026) which has FY2024 as its initial year. The Group views the changes in the business environment and risks as opportunities. Based on this perspective, the Group will provide solutions to address material issues in Japan and overseas, review its business portfolio, focus management resources for sustainable growth, and promote sustainability management practices.

The following are the three elements of and key measures in the new Okabe Transformation 2026 (OX-2026)medium-term management plan.

1. Customer-centricinitiatives (prioritizing the development of a system to solve customers' problems and the implementation of initiatives to solve them)
2. • Developing products that solve issues faced by customers and society
   • Developing new products and creating new businesses to meet emerging needs
   • Establishing a product & solution planning department that specializes in construction in Japan
   • Offering solutions suitable for the North American and ASEAN markets to accelerate the global expansion of the construction business
   • Launching a business focused on blue carbon in the marine business
3. Implementing human capital management and strengthening the foundation of management
4. • Setting challenging non-financial key performance indicator (KPI) targets, especially for KPIs related to human capital, and working to achieve them
   • Improving the governance of overseas subsidiaries
5. Promoting digital transformation
6. • Upgrading core systems and transforming business processes
   • Promoting digital transformation to differentiate the Group from its competitors, creating new business opportunities and considering and implementing initiatives that will increase sales
   • Establishment of IT Strategy Department

2. Initiatives for enhancing corporate governance

The Company recognizes that establishing a corporate governance system is important for it to increase its corporate value and fulfill its social responsibilities in the future. It is working to establish a corporate governance system based on company-wide training reinforcing the importance of the management philosophy, company creed, compliance with laws, etc. and the improvement of discipline in its business activities.

The Company's corporate governance system includes a Board of Directors consisting of 12 Directors (of which five are Outside Directors) which meets at least once a month and makes important decisions, and the Directors supervise each other's performance of their duties. To strengthen the Directors' ability to fulfill their decision- making duties, the Representative Director, President and Chief Executive Officer and the Directors in charge of each department hold management meetings to adequately examine important management issues prior to the Board meetings. As a system for operating the business, the Representative Director, President and Chief Executive Officer and people with particularly important responsibilities are appointed to be Operating Officers to define the responsibilities of their jobs. The Company annually verifies the status of the ability of the Board of Directors to effectively fulfill its roles and responsibilities. The Company goes through a continuous process (evaluating the effectiveness of the Board of Directors), taking measures to solve problems in light of the analysis of the results.

Furthermore, a department managers' meeting attended by the Representative Director, President and Chief Executive Officer and people responsible for each department is held, in principle, once a week to make decisions on matters entrusted to Directors that are within the scope of the duties of the Board of Directors. The Company promotes the streamlining of operations across multiple departments and additional necessary examination at all times in view of compatibility with social norms.

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The Company takes the form of a company with an Audit & Supervisory Committee, which endeavors to achieve highly transparent management and build a system that is capable of accurately meeting the expectations of stakeholders in Japan and abroad by taking charge of auditing and supervising the legitimacy and appropriateness of business operations. Appropriately supervised by the Board of Directors, the Company promotes the continued acceleration of management decision making and operations through a system capable of delegating the authority of the Board of Directors to determine business operations to Directors.

The Company has established a Nomination and Compensation Committee chaired by an Outside Director and a majority of its members are Outside Directors, to ensure the transparency and objectivity of the procedures for nominating Directors and determining their remuneration and to strengthen the independence of the Board of Directors and their objectivity and accountability. The Nomination and Compensation Committee deliberates and expresses its opinions on the following matters in response to inquiries from the Board of Directors.

• Matters concerning the selection of candidate Directors and the appointment and dismissal of Directors (including Directors serving as Audit & Supervisory Committee members)
• Level and composition of remuneration, method of calculating the incentive system, structure of the evaluation system, amounts to be paid to each individual Director (excluding Directors serving as Audit & Supervisory Committee members)

The Company has established a Risk Management Committee composed of the Representative Director, President and Chief Executive Officer (Representative Director, Chairman and Executive Officer), the Directors in charge of each department, and the Chairperson of the Audit & Supervisory Committee to establish overall policies and plans for managing the risks faced by the Group.

In addition, the Company has established a Sustainability Committee that is chaired by an Outside Director and is composed of the Representative Director, President and Chief Executive Officer and people responsible for each department to implement the sustainable management that is the basis of the Group's medium- to long-term management strategies.

The Company has established an internal control section under the direct control of the Representative Director, President and Chief Executive Officer to assess the effectiveness of the development and operation of internal control as part of its efforts to improve the auditing functions of the Company. Furthermore, the Company has established a Compliance Committee chaired by a Director and Operating Officer as a permanent organization promoting all employees' compliance with laws.

1. Activities to prevent decisions regarding the Company's financial affairs and business policies from being controlled by an inappropriate party in light of the basic policy for corporate control.

1. Purpose of continuing with the Plan

The Board of Directors of the Company has decided to continue with the Plan to increase the corporate value of the Company and protect the common interests of shareholders by allowing shareholders to decide whether to approve purchases of a large number of shares the Company's stock when such an offer is presented or allowing the Board of Directors to secure the information and time necessary to propose an alternative plan and negotiate with the party requesting such a purchase in lieu of the shareholders.

The status of the large shareholders of the Company as of December 31, 2023 is presented in Appendix 3, Status of Large Shareholders of Okabe Co., Ltd. As of now, the Company has not received any proposals regarding the large- scale purchase of its stock.

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2. Contents of the Plan

As described below, the intent of the Plan is to establish rules that any party planning to purchase a large number of shares of the Company's stock must comply with, and to warn the party attempting to implement such a purchase which do not contribute to the corporate value of the Company and are not aligned with the common interests of the shareholders, through implement, in certain cases, countermeasures by making it clear that the purchase may damage the Company and by appropriately disclosing such information.

To avoid arbitrary decision making by the Board of Directors of the Company regarding the implementation of countermeasures, a committee independent of the management engaged in the Company's business operations ("Independent Committee") will be established following the Regulations for Independent Committees (see Appendix 1 for an overview) and composed of the Company's Outside Directors or of experts outside the Company (experienced corporate managers, former government employees, lawyers, CPAs, academic experts and people of equivalent ability), and the opinions of the Independent Committee will be maximally respected in the implementation of the Plan. Transparency will be ensured by disclosing information to the Company's shareholders and investors in a timely manner. When the Plan continued, the Independent Committee will consist of four individuals as detailed in Appendix 2 (the "Committee Members").

1. Procedures for the Plan

1. Large-scalepurchases as defined by the Plan

The Plan details measures for purchases of shares of the Company's stock that fulfill one of the following (i),

1. or (iii) or similar actions ("Large-scale Purchase," excluding purchases approved by the Board of Directors of the Company). Any party implementing or planning a Large-scale Purchase (a "Purchaser") must follow the specified procedures in advance in the Plan.

1. A purchase in which the purchasing shareholder1 will hold 20% or more of the shares2 issued by the Company.3
2. A takeover bid in which, the total of ownership ratio4 of shares issued by the Company5 involved in the takeover bid6 and the ownership ratio of shares of specially related parties7 is 20% or higher
3. A specific shareholder of the Company and other shareholder(s) have consented to or engaged in any other act which makes these other shareholder(s) (including cases involving multiple shareholders, the same applies in this paragraph (iii)) joint holder(s) of the shares of the Company held by the specific shareholder, or any act8 which establishes a relationship between the specific shareholder and the other shareholder(s),

1. The "share certificates, etc." specified in paragraph (1), Article 27-23 of the Financial Instruments and Exchange Act. Hereinafter, the same shall apply, unless otherwise prescribed. If a law or regulation cited in the Plan has been revised (including the renaming of laws or regulations and the establishment of new laws or regulations succeeding previous laws or regulations), each provision of the revised law or regulation effectively succeeding the provisions in the Plan will apply mutatis mutandis unless otherwise specified by the Board of Directors of the Company.
2. The "holder" specified in paragraph (1), Article 27-23 of the Financial Instruments and Exchange Act, including those included in holders based on paragraph (3) of said Article.
3. The "ownership ratio of share certificates, etc." specified in paragraph (4), Article 27-23 of the Financial Instruments and Exchange Act. Hereinafter, the same shall apply.
4. The "share certificates, etc." specified in paragraph (1), Article 27-2 of the Financial Instruments and Exchange Act. The same applies to (ii) in the following.
5. This is defined in paragraph (6), Article 27-2 of the Financial Instruments and Exchange Act. Hereinafter, the same shall apply.
6. The "ownership ratio of share certificates, etc." specified in paragraph (8), Article 27-2 of the Financial Instruments and Exchange Act. Hereinafter, the same shall apply.
7. Refers to persons in a special relationship as defined in paragraph (7), Article 27-2, of the Financial Instruments and Exchange Act. Parties in item (i) of the same paragraph exclude those specified in paragraph (2). Article 3 of the Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share Certificates, etc. by Person Other than Issuer. Hereinafter, the same shall apply.
8. Criteria to determine whether or not "a relationship between the specific shareholder and the other shareholder(s), in which either party effectively controls the other, or all parties act jointly or cooperatively" has been established is based on the creation of any relationship in terms of new investment, business partnership, transaction or contractual agreement, concurrent positions served by Officers, funding, credit granting, substantive stake with regard to Company's share certificates, etc., through derivatives and lending shares and others, as well as direct or indirect impacts on Company caused by the said specific shareholder and the said other

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in which either party effectively controls the other, or all parties act jointly or cooperatively,9 irrespective of whether an act specified in (i) or (ii) above has been conducted (limited to cases in which the total ownership ratio of shares, etc. issued by the Company held by the specific shareholder and the other shareholder(s) or the total ownership of shares is 20% or greater)

ii. Advance submission of a letter of intent to the Company

A Purchaser will submit a document containing a pledge to comply with the procedures for a Large-scale Purchase specified in the Plan (a "Letter of Intent"), which is written in Japanese in a format specified by the Company, to the Board of Directors in advance of the Large-scale Purchase.

More specifically, the Letter of Intent will include the following information.

1. Profile of the Purchaser
2. 1. Name and address or location
   2. Name and position of the representative
   3. Purpose of the company or organization and description of its business
   4. Overview of large shareholders or large investors (shares held or ownership interest of the top 10 contributors)
   5. Contact information in Japan
   6. Governing law for establishment
3. The number of shares of the Company actually held by the Purchaser and the status of the trading of the Company's shares by the Purchaser in the 60 days before the Letter of Intent is submitted
4. Overview of the Large-scale Purchase proposed by the Purchaser (including the type and number of the Company's shares planned to be purchased by the Purchaser in the Large-scale Purchase and the purpose of the Large-scale Purchase (descriptions of any other purposes such as the acquisition of a controlling interest or participation in management, net investment or policy-based investment, sale of the Company's shares to a third party after the Large-scale Purchase, making a material proposal,10 etc. Descriptions of all purposes are required if there is more than one.)).

iii. Provision of Necessary Information

After submitting the Letter of Intent in the above section ii, the Purchaser will follow the procedures below and provide the Company with the information in Japanese which is necessary and adequate for shareholders to assess the Large-scale Purchase and for the Board of Directors to evaluate and examine the Large-scale Purchase (the "Necessary Information").

First, the Company will send to the Purchaser a list of information (the "Initial Information List") to be initially submitted within 10 business days11 of the Purchaser's submission of the Letter of Intent, which will be addressed to the contact information in Japan in the above item (E) in section (i) under ii. The Purchaser will submit information to the Company that adequately details the information requested in the Initial Information List.

If the information provided by the Purchaser in response to the above Initial Information List is in the reasonable assessment of the Company's Board of Directors inadequate for the Company's shareholders to make decisions

shareholder(s), and others.

1. Whether or not an act prescribed in paragraph (iii) above has been conducted will be determined by the Company's Board of Directors by following the recommendations of the Independent Committee. The Company's Board of Directors may request that its shareholders provide necessary information to the extent deemed necessary for determining whether or not the act falls under the criteria described in (iii) above.
2. The material proposals specified in paragraph (1), Article 27-26 of the Financial Instruments and Exchange Act, paragraph (1), Article 14-8-2 of the Order for Enforcement of the Financial Instruments and Exchange Act, and Article 16 of the Cabinet Office Ordinance on Disclosure of Large Volume Share Certificate, etc. Holding Status. Hereinafter, the same shall apply, unless otherwise prescribed.
3. Business days are days other than the days listed in paragraph (1), Article 1 of the Act on Holidays of Administrative Organs. Hereinafter, the same shall apply.

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regarding the details and condition of the Large-scale Purchase and for the Board of Directors to evaluate and examine the purchase, the Company will separately request that the Purchaser provide additional information. The Board of Directors may set a deadline for a Purchaser's responses if it is necessary for the appropriate and prompt implementation of the Plan. The period of 60 days from the day following the date on which the Initial Information List is sent is set as the maximum period for the Board of Directors to request that the Purchaser provide information and for the Purchaser to respond to the request (the "Information Provision Period"). Even when Necessary Information is not adequately submitted, if the Information Provision Period has expired, communication with the Purchaser about the provision of information will be terminated and the information provided up to that point will be used by the Board of Directors to assess and examine the proposed purchase (section iv below).

Information about the following items will be, in principle, included in the Initial Information List regardless of the details, condition and other aspects of the Large-scale Purchase.

1. Details (including background, specific name, capital composition, business description, financial information, and names and careers of executives) of the Purchaser and its group (including joint holders12, specially related parties, and, in the case of a fund, each partner, and other members)
2. The purpose of the Large-scale Purchase (including the details of the purpose written in the Letter of Intent), method and description (whether intending to participate in the management of the Company, the type and amount of the consideration for the Large-scale Purchase, the timing of the Large-scale Purchase, the mechanism of related transactions, the number of shares to be purchased, the ownership ratio of shares after the purchase, and the method of the Large-scale Purchase)
3. The basis of the calculation of the price for the Large-scale Purchase (including facts assumed for the calculation, calculation method, numerical information used for the calculation, details of synergy expected to form through a series of transactions related to the Large-scale Purchase, the name of a third party from which third-party opinions are surveyed at the time of calculation, overview of opinions, and the background of deciding the amount in light of the summary of opinions and such opinions)
4. Financial support for the Large-scale Purchase (including specific names of fund providers (including substantive providers), financing methods, and related transactions)
5. If third parties are communicated with during the Large-scale Purchase, details of the communication and the profile of the third party
6. If there is a rental agreement, collateral agreement, repurchase agreement or other important arrangements (the "Collateral Agreement"), specific details of the Collateral Agreement such as the type of the agreement, the other party to the agreement, and the number of shares in the agreement
7. If the Purchaser plans to sign a Collateral Agreement or other agreements for the Company's share which the Purchaser plans to acquire through the Large-scale Purchase, or reach an agreement with a third party, specific details of the agreement such as the type of agreement, the other party to the agreement and the number of shares involved in the agreement.
8. Management policies, business plans, capital policies and dividend policies of the Company and the Group
9. Policies on employees, labor unions, business partners, customers and local communities of the Company and treatment of stakeholders related to the Company after the Large-scale Purchase
10. Specific measures to avoid conflicts of interests with other shareholders of the Company

The Company will promptly disclose information about its Board of Directors having received a proposal for a Large-scale Purchase from a Purchaser and will appropriately disclose any information considered necessary for shareholders and investors from the information in the overview of the proposal, the overview of Necessary Information and other information.

12 The "joint holder" specified in paragraph (5), Article 27-23 of the Financial Instruments and Exchange Act, including those deemed by the Company's Board of Directors to be joint holders based on paragraph (6) of the same Article. Hereinafter, the same shall apply.

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In addition, if the Company's Board of Directors believes that a Purchaser has adequately provided Necessary Information, it will notify the Purchaser ("Notice of Completion of Information Supply") and promptly disclose this decision.

The Information Provision Period ends on the day the Board of Directors sends a Notice of Completion of Information Supply or the maximum length of the Information Provision Period has been reached, whichever comes first.

iv. Establishment of assessment period for the Board of Directors

The Board of Directors of the Company will set and promptly announce the following period (i) or (ii), beginning the day following the final day of the Information Provision Period for the Board of Directors to evaluate, examine, negotiate, form opinions on and develop alternative proposals (the "Board of Directors Evaluation Period") according to the evaluation difficulty and other condition of the Large-scale Purchase.

1. Up to 60 days for a takeover bid for all shares of the Company to be paid in cash (yen)
2. Up to 90 days for other Large-scale Purchases

In either of the above (i) or (ii), the Board of Directors' Evaluation Period may be extended if the Board of Directors and the Independent Committee deem it necessary. In such a case, the Company will notify the Purchaser of the specific extension period and the rational reason why the extension period is considered necessary, which will also be disclosed to the shareholders and investors. The extension period will be up to 30 days.

The Board of Directors of the Company will adequately evaluate and examine the Necessary Information provided by the Purchaser while receiving the advice of external experts as necessary during the Board of Directors' Evaluation Period and examine the details of the Large-scale Purchase by the Purchaser in view of ensuring and increasing the corporate value of the Company and protecting the common interests of the shareholders. The Company will notify the Purchaser of the carefully considered opinions of its Board of Directors regarding the Large-scale Purchase developed through this examination which will be disclosed to the shareholders and investors in an appropriate and timely manner. The Company will negotiate the conditions and method of the Large-scale Purchase with the Purchaser as necessary. Its Board of Directors may propose an alternative to the shareholders and investors.

v. Advise of the Independent Committee regarding the implementation of countermeasures

The Independent Committee will advise the Company's Board of Directors on whether to take countermeasures by following the procedure below while the Board of Directors carries out the evaluation, examination, negotiation, opinion formation and development of alternative proposals in (4) above. To ensure that the decisions of the Independent Committee contribute to ensuring and increasing the Company's corporate value and protecting the common interests of shareholders, the Independent Committee may be advised, at the expense of the Company, by third parties (including investment banks, securities companies, financial advisors, certified public accountants, lawyers, consultants and other expenses), which are independent of the management of the Company engaged in the business operations of the Company. If the Independent Committee has provided the Company's Board of Directors with the following advice (i) or (ii), the Board of Directors will promptly disclose that this advice has been received, an outline of the advice received and other information considered appropriate by the Board of Directors.

1. If the Purchaser fails to comply with the procedures specified in the Plan
   The Independent Committee may advise the Company's Board of Directors to take countermeasures if the Purchaser fails to comply with the procedures specified in the Plan.
2. If the Purchaser has complied with procedures specified in the Plan
   The Independent Committee will advise, in principle, that the Company not take countermeasures against the purchase if the Purchaser has complied with the procedures specified in the Plan.

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However, even if the Purchaser has companied with the procedures specified in the Plan, the Independent Committee may advise that the Company implement countermeasures in exceptional circumstances if it deems that any of the acts indicated in Appendix 4 are intended and the purchase would significantly damage the Company's corporate value and the common interests of shareholders and that countermeasures would be appropriate.

vi. Resolution of the Board of Directors and confirmation of shareholders' intentions

The Board of Directors of the Company will respect the advice of the Independent Committee specified in section (5) above to the maximum extent possible and promptly pass a resolution regarding the implementation of countermeasures in light of this advice with the goal of ensuring and increasing the Company's corporate value and protecting the common interests of shareholders.

If the Independent Committee advises that countermeasures be implemented but advises that their implementation be delayed to confirm the intentions of the shareholders before their implementation, the Board of Directors will convene a General Meeting of Shareholders to confirm the intentions of the shareholders (a "General Meeting to Confirm the Intentions of Shareholders") and propose the implementation of countermeasures as soon as possible, in practice, unless holding such a meeting is extremely difficult due to business operations. The General Meeting to Confirm the Intentions of Shareholders may be held in combination with an Ordinary or Extraordinary General Meeting of Shareholders. If the Company's Board of Directors has decided to hold a General Meeting to Confirm the Intentions of Shareholders, the Board of Directors Evaluation Period will end at that point. If a resolution on the implementation of countermeasures is passed at the General Meeting to Confirm the Intentions of Shareholders, the Board of Directors will pass a resolution regarding the implementation of countermeasures based on the decisions made at the General Meeting to Confirm the Intentions of Shareholders and follow the necessary procedures. In contrast, if the resolution on the implementation of countermeasures is rejected at the General Meeting to Confirm the Intentions of Shareholders, the Board of Directors will pass a resolution regarding the non-implementation of countermeasures.

The vote at the General Meeting to Confirm the Intentions of Shareholders and in writing will be conducted according to the requirements for ordinary resolutions at the General Meeting of Shareholders of the Company. If the above resolution is approved, the Board of Directors will promptly disclose an overview of the resolution and other information considered appropriate by the Board of Directors regardless of whether the countermeasures will be implemented.

vii. Initiation of Large-scale Purchase

The Purchaser will comply with the procedures specified in sections (1) through (6) above and will not be able to initiate the Large-scale Purchase before the completion of such procedures.

1. Countermeasures in the Plan

1. Specific contents of the countermeasure

The countermeasures taken by the Board of Directors based on the resolutions in (6) in above (1) will be the allotment of share acquisition rights without contribution (the "Share Acquisition Rights"). The overview of the allotment of share acquisition rights without contribution is provided in Appendix 5 "Overview of the Allotment of Share Acquisition Rights without Contribution."

ii. Cancelation or suspension of countermeasures

Even after the resolution of implementation of the countermeasures, or after the implication, respecting the advice of the Independent Committee to the maximum extent possible, the Board of Directors may cancel the countermeasures or suspend their implementation (i) if the Purchaser has canceled the Large-scale Purchase after the resolution or implementation of the countermeasures or (ii) if the facts that are the conditions for the decision

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