ヨンドシーホールディングス（8008） – Notice of Convocation Annual General Meeting 2022

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: 8008) May 10, 2022 Hidetoshi Masuda President and Representative Director YONDOSHI HOLDINGS INC. 2-19-10, Kami-Osaki, Shinagawa-ku, Tokyo Dear Shareholders: Notice of the Convocation of the 72nd Annual General Meeting of Shareholders We hereby notify you that the 72nd Annual General Meeting of Shareholders of YONDOSHI HOLDINGS INC. (the “Company”) will be held as described below. From the perspective of preventing the infection of COVID19, we strongly ask all shareholders to exercise voting rights in advance in writing or via the Internet, and refrain from attending the meeting. Please review the Reference Documents for the General Meeting of Shareholders in the following pages and exercise your voting rights by 6 p.m., Wednesday, May 25, 2022. 1. Date: 2. Venue: Thursday, May 26, 2022 at 10:00 a.m. (Reception starts at 9:30 a.m.) Osaki Bright Core Hall, 3F, Osaki Bright Core 5-5-15, Kita-shinagawa, Shinagawa-ku, Tokyo, Japan 3. Agenda of the Meeting: Matters to be reported 1. The Business Report and the Consolidated Financial Statements for the 72nd fiscal year (from March 1, 2021 to February 28, 2022) 2. Audit reports of the Corporate Auditor and the Audit & Supervisory Board on the Consolidated Financial Statements for the 72nd fiscal year Matters to be resolved Proposal No.1: Proposal No.2: Proposal No.3: Proposal No.4: Proposal No.5: Proposal No.6: Appropriation of Surplus Partial Amendments to the Articles of Incorporation Election of Five (5) Directors who are not Audit & Supervisory Board Members Election of Three (3) Directors who are Audit & Supervisory Board Members Election of One (1) Corporate Auditor Continuation of Measures to Combat the Large-scale Purchase of Shares of the Company (Anti-Takeover Measures) Notes 1. 2. 3. If you are attending the General Meeting of Shareholders, please submit the Voting Rights Exercise Form at the meeting venue reception desk. For convocation of the General Meeting of Shareholders, as provided for in the applicable Ordinance of the Ministry of Justice and in Article 16 of the Article of Incorporation, the following documents are disclosed via the Company`s website (http:// yondoshi.co.jp) and not indicated on this Notice of Convocation: ① Matter1s on Stock Acquisition Rights ② Consolidated Statements of Shareholders’ Equity ③ Notes to Consolidated Financial Statements ④ Non-Consolidated Statements of Shareholders’ Equity ⑤ Notes to Non-Consolidated Financial Statements Therefore, this Notice of Convocation does not include all of the Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Audit & Supervisory Board and the Corporate Auditor in accordance with preparation of the Audit Report and the Accounting Audit Report. In the event of any modification, it will be announced on the Company’s website (https://www.yondoshi.co.jp). – 1 – Reference Materials for the General Meeting of Shareholders Proposal No.1: Appropriation of Surplus The Company considers that returning the profit to shareholders is one of the important management priorities. Our basic policy is to maintain a stable level of dividends continuously, while strengthening our business operation based on a long-term perspective. Accordingly, the Company proposes to pay a year-end dividend as follows: Matters related to the end-year dividend: 1. Type of the dividend property Cash 2. Matters related to allocation of the dividend property to shareholders and the total amount: 41.50 yen per share of common stock of the Company Total amount: 892,970,440 yen 3. Effective date of distribution of the dividend May 27, 2022 – 2 – Proposal No.2: Partial Amendments to the Articles of Incorporation 1. Reasons for proposal The amended 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 be enforced on September 1, 2022. Therefore, the Company proposes partial amendments to the Article of Incorporation in order to prepare for the introduction of a system for electronic provision of materials for the General Meetings of Shareholders. ① Paragraph 1, Article 16 of the proposed amendment shall be established, as it is required to stipulate in the Article of Incorporation that the Company shall provide the information in the Reference Documents, etc. for the General Meeting of Shareholders electronically. ② Paragraph 2, Article 16 of the proposed amendment shall be established to allow the Company to limit the scope of matters described in the document issued to the shareholders who requested the issuance of the document in writing for the General Meeting of Shareholders that are to be provided electronically. ③ Article 16 of the current Article of Incorporation shall be deleted, as the introduction of the electronic provision system of the Reference Documents, etc. for the General Meetings will render such provision unnecessary. ④ The supplementary provision shall be established in connection with the effectiveness of the established (Amendments are underlined) Proposed Amendments (Deleted) and deleted provisions stated above. 2. Details of the amendments Details of the amendments are as follows. Current Articles of Incorporation (Disclosure of Reference Documents etc. for General Meeting of Shareholders on the Internet and Deemed Disclosure) Article 16 For convocation of the General Meeting of Shareholders, as provided for in the applicable Ordinance of the Ministry of Justice, the Company may disclose on the Internet the information that should be described or indicated in the Reference Documents for General Meeting of Shareholders, Business Reports, Financial Statements and Consolidated Financial Statements, which shall be deemed as offered to shareholders. – 3 – Current Articles of Incorporation (Newly Established) (Newly Established) Proposed Amendments (Electronic Provision System, etc.) Article 16 For convocation of the General Meeting of Shareholders, the Company shall provide the information contained the Reference Documents for General Meeting of Shareholders, etc. electronically. (2) Among the matters to be provided electronically, the Company may exclude all or part of the matters stipulated in the Ordinance of the Ministry of Justice, from the document that will be issued to the shareholders who have requested the issuance of such document in writing by the record date of voting rights. Supplementary Provisions (Transitional Measures regarding the Electronic Provision of Reference Document etc. for the General Meeting of Shareholders) 1. The deletion of Article 16 of the existing Articles of Incorporation (Disclosure of General Meeting of Shareholders Materials on the Internet and Deemed Disclosure) and the establishment of the proposed Article 16 (Electronic Provision System, etc.) shall come into effect on the date of enforcement of the amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the Act Partially Amending the Company Act (Act No.70 of 2019) (hereinafter referred to as the “Effective Date”). 2. Notwithstanding the provision preceding paragraph, Article 16 of the current Articles of Incorporation shall remain in force with respect to the General Meeting of Shareholders to be held within six months from the Effective Date. 3. These supplementary provisions shall be deleted after the lapse of six months from the Effective Date or the lapse of three months from the General Meeting of Shareholders, whichever is later. – 4 – Proposal No.3: Election of Five (5) Directors who are not Audit & Supervisory Board Members All five (5) Directors (excluding Directors and Audit & Supervisory Board Members) will complete their terms at the end of this General Meeting of Shareholders. Therefore, the Company proposes the election of five (5) Directors, based on the decision of the Audit & Supervisory Board. If the candidates for Directors in this proposal are elected as proposed, and the candidates for Directors in proposal No.4 are elected as proposed, the Board of Directors will have nine (9) Directors including Directors and Audit & Supervisory Board Members, and four (4) Outside Directors. The candidates for Directors (excluding Directors and Audit & Supervisory Board Members) are as follows: Name Positions and Responsibility in the Company Hidetoshi Masuda Renomination President and Representative Director Ichiro Okafuji Renomination 3 Masahiko Nishimura Renomination Representative Senior Managing Director and Senior Managing Executive Officer (Administration) Managing Director and Managing Executive Officer (Finance) No 1 2 4 Saishi Kimura Renomination Director 5 Mitsutaka Sato Renomination / Outside / Independent Outside Director Note: Positions and Responsibility in the Company are described if the candidates are elected as proposal. No. Name (Date of Birth) Brief History, Position and Responsibility in the Company, and Significant Position Concurrently held Hidetoshi Masuda (Sep 27, 1963) (Renomination) 1 May 2003 Mar 2015 Mar 2017 Mar 2017 Mar 2020 Mar 2021 Mar 2021 May 2021 May 2021 Mar 2022 Mar 2022 Joined and Managing Director, age CO., LTD. Director and Managing Executive Officer, age CO., LTD. Executive Officer, (in charge of age CO., LTD.), the Company President and Representative Director, age CO., LTD. Director, F.D.C.Products Inc. Managing Executive Officer (Chief Executive Secretary to President), the Company Chairman and Representative Director, age CO., LTD. (incumbent) President, Representative Director and COO, the Company Chairman and Representative Director, F.D.C.Friends Inc. President and Representative Director, the Company (incumbent) Chairman and Representative Director, F.D.C.Products Inc. (incumbent) Significant Position Concurrently held: Chairman and Representative Director, F.D.C.Products Inc. Chairman and Representative Director, age CO., LTD. Reasons for nomination as a candidate for Director: The candidate has extensive experience and achievement in significant positions such as President of retail companies in YONDOSHI HOLDINGS Group (the “Group”), and was appointed to President, Representative Director and COO of the Company in 2021. Based on his broad knowledge and experience in corporate management, he has contributed to enhancing the Group’s corporate value with his advanced management skill and outstanding leadership. The Company has renominated him as a candidate for Director because it expects him to contribute to further enhancing the Group`s corporate value. Number of Company shares owned 10,200 – 5 – Number of Company shares owned 20,000 No. Name (Date of Birth) Brief History, Position and Responsibility in the Company, and Significant Position Concurrently held Ichiro Okafuji (Sep12, 1964) (Renomination) Apr 1987 Mar 2008 May 2011 Mar 2015 Mar 2016 Mar 2018 May 2018 Mar 2019 Mar 2019 Mar 2020 Mar 2022 Mar 2022 Joined the Company President and Representative Director, Yoshitake Inc. (currently ASCOT INC.) President and Representative Director, Misuzu Inc. Executive Officer (in charge of Misuzu Inc.,), the Company President and Representative Director, AS’TY INC. Director and Managing Executive Officer, F.D.C.Products Inc. Director and Executive Officer (in charge of F.D.C.Products Inc.,), the Company Director and Managing Executive Officer, (in charge of Div. 1, F.D.C.Products Inc.), the Company Chairman and Representative Director, F.D.C.Friends Inc. Director and Managing Executive Officer, (In charge of Administration), the Company Representative Senior Managing Director and Senior Managing Executive Officer (in charge of Administration), the Company (incumbent) Senior Managing Director and Senior Managing Executive Officer (Administration and Business Development), F.D.C.Products Inc. (incumbent) Significant Position Concurrently held: Senior Managing Director and Senior Managing Executive Officer (Administration and Business Development), F.D.C.Products Inc. Reasons for nomination as a candidate for Director: The candidate has extensive experience and achievement in significant positions such as President of companies in the Group. Based on his broad knowledge and experience in corporate management, he has contributed to enhancing the Group’s corporate value with his advanced management skill and outstanding leadership. The Company has renominated him as a candidate for Director because it expects him to contribute to further enhancing the Group`s corporate value. Masahiko Nishimura (May 11, 1962) (Renomination) Apr 1985 Mar 2005 May 2008 Mar 2015 Mar 2015 May 2022 Joined the Company General Manager (in charge of Finance), the Company Director, the Company Director and Executive Officer (in charge of Finance), the Company (incumbent) Director and Executive Officer, F.D.C.Products Inc. Managing Director and Executive Officer, F.D.C.Products Inc. (incumbent) Significant Position Concurrently held: Managing Director and Executive Officer, F.D.C.Products Inc. 21,000 Reasons for nomination as a candidate for Director: The candidate has extensive experience and achievement in significant positions such as General Manager mainly in finance and accounting. With his outstanding insight in financial improvement and advanced capital management, the Company has renominated him as a candidate for Director because it expects him to contribute to further enhancing the Group`s corporate value. – 6 – 2 3 4 5 No. Name (Date of Birth) Brief History, Position and Responsibility in the Company, and Significant Position Concurrently held Saishi Kimura (Sept 11, 1951) (Renomination) Apr 1974 May 1992 Mar 2000 May 2001 Mar 2004 Sep 2006 Mar 2007 Mar 2007 Mar 2007 Mar 2013 Mar 2013 Mar 2018 Mar 2018 May 2020 Mar 2022 Joined the Company Director, the Company Representative Senior Managing Director, the Company President and Representative Director, age CO., LTD. Vice President and Representative Director, the Company Vice President and Representative Director, AS’TY INC. President and Representative Director, the Company President and Representative Director, AS’TY INC. Chairman and Representative Director, F.D.C.Products Inc. Chairman and Representative Director, the Company Chairman and Representative Director, AS’TY INC. Chairman, Representative Director and CEO, the Company Chairman, Representative Director and CEO, F.D.C.Products Inc. Chairman and Representative Director, F.D.C.Products Inc. Director, the Company (incumbent) Number of Company shares owned 46,400 Reasons for nomination as a candidate for Director: The candidate has extensive experience and achievement in significant positions such as President of companies in the Group, and was appointed to President and Representative Director of the Company in 2007, followed by Chairman and Representative Director of the Company. Based on his broad knowledge and experience in corporate management, he has contributed to enhancing the Group’s corporate value with his advanced management skill and outstanding leadership. The Company has renominated him as a candidate for Director because it expects him to contribute to further enhancing the Group`s corporate value. Mitsutaka Sato (Oct 3, 1948) (Renomination / Outside / Independent) Apr 1971 Oct 2000 May 2001 Jun 2001 Jun 2006 Apr 2017 Jun 2017 May 2018 Joined The Mitsui Bank., Ltd. (currently Sumitomo Mitsui Banking Corporation) General Manager (in charge of Kanda Corporate Sales Div.1), The Sakura Bank., Limited (currently Sumitomo Mitsui Banking Corporation) General Manager (associate with Metropolitan Area Headquarter), Kyoritsu Maintenance Co., Ltd. Director, Kyoritsu Maintenance Co., Ltd. President and Representative Director, Kyoritsu Maintenance Co., Ltd. Director and Corporate Adviser, Kyoritsu Maintenance Co., Ltd. Corporate Adviser, Kyoritsu Maintenance Co., Ltd. Outside Director, the Company (incumbent) – Reasons for nomination as a candidate for Director: The candidate has extensive experience in corporate management based on his many years of experience in his career. With his extensive experience and broad knowledge in corporate management, the Company has renominated him as a candidate for Director because it expects him to contribute to further enhancing the Company’s governance by supervising other Directors from an independent standpoint of Outside Director, and to enhance decision making process and supervising function in Board of Directors. Notes 1. There are no particular relationships of interest with any of the other candidates and the Company. 2. Mr. Mitsutaka Sato is a candidate for Outside Director. The Company has reported to the Tokyo Stock Exchange, Inc. that he is an Independent Director as set forth in the Regulation of the Tokyo Stock Exchange and in the Regulation of the Company. The Company will continue the above report if he is elected and assumed office as Outside Director. 3. Mr. Mitsutaka Sato is Outside Director incumbent and will complete his term at the end of this General Meeting of 4. Shareholders. The term of his office will be 4 years at the end of this General Meeting of Shareholders. Pursuant to Article 427, Paragraph 1 of the Article of Incorporation, the Company has stipulated that it may enter into agreements for limitation of liability with Directors who are not Officers. The Directors shall be liable to the limit of minimum liability set forth in Article 425, Paragraph 1 of Article of Incorporation. The Company has entered into agreements with Mr. Saishi Kimura and Mr. Mitsutaka Sato and if they are reelected and assumed office as Director, the agreements shall remain in effect. – 7 – 5. The Company shall enter into a directors and officers liability insurance contract with an insurance company, as provided for in Item 1, Paragraph 3, Article 430 of Article of Incorporation, to cover litigation cost and legal damages that may be incurred by the insured parties if they are liable for a result of their action or if they receive a claim for the liability of the result of their action. The candidates will be included among the insured parties under the contract. Moreover, the contract will be renewed under the same terms at the time of the next renewal. – 8 – Proposal No.4: Election of Three (3) Directors and Audit & Supervisory Board Members Three (3) Directors of Mr. Toyomasa Akiyama, Mr. Hideo Sakakibara and Ms. Nobuko Kitagawa, who are Audit & Supervisory Board Members will complete their terms at the end of this General Meeting of Shareholders. Therefore, the Company proposes the election of three (3) Directors. In nominating Directors and Audit & Supervisory Board Members, the Company’s Board of Directors has made the decision based on the report by the Nomination Advisory Board and Audit & Supervisory Board has agreed the Proposal. Furthermore, evaluated by Directors and Audit & Supervisory Board Members, any significant comment on the Proposal has not made. The candidates for Directors and Audit & Supervisory Board Members are as follows: No. Name (Date of Birth) Brief History, Position and Responsibility in the Company, and Significant Position Concurrently held Number of Company shares owned Toyomasa Akiyama (Feb 28, 1954) (Renomination / Outside / Independent) Jul 1997 Jul 2006 Sep 2008 Jun 2015 May 2016 May 2016 Sep 2017 Senior Examiner (Large Enterprise Examination Department), Tokyo Regional Taxation Bureau, National Tax Agency Chief Examiner (Corporation Taxation Group), Higashi-Murayama Tax Office, National Tax Agency Certified Public Tax Accountant, Tax Master Tax Accountant Corporation Auditor, Foundation for International Development/Relief (incumbent) Outside Director and Audit & Supervisory Board Member, the Company(incumbent) Audit & Supervisory Board Member, F.D.C.Products Inc. (incumbent) Representative Partner, Tax Master Tax Accountant Corporation (incumbent) Reasons for nomination as a candidate for Director and Audit & Supervisory Board Members: Although the candidate has not been involved in corporate management other than as Outside Director, he has extensive knowledge and broad experience in tax and accounting as a Certified Public Tax Accountant. The Company has renominated him as a candidate for Director and Audit & Supervisory Board Member because it expects him to utilize his experience and knowledge in the supervision and auditing of the Company and to give advice and restraint in the execution of the duties. Nobuko Kitagawa (current surname: Nagafusa) (Jan 17, 1971) (Renomination / Outside / Independent) Apr 1997 Apr 1997 Apr 2003 Oct 2014 Jun 2015 Apr 2016 May 2020 Jan 2021 Apr 2022 Registered as an Attorney Attorney, Asuka Sogo Law Offices (currently Hayabusa Asuka Law Offices) Fixed-Term Officer (Supervision Bureau), Financial Services Agency Legal Counselor, Japan Security Dealers Association Outside Director, The Bank of Kochi, Ltd. (incumbent) Attorney, Komatsu Partners (currently Kotohira Partners) Outside Director and Audit & Supervisory Board Member, the Company (incumbent) Attorney, Nobuko Kitagawa Law Office Attorney, Shimada Mirai Law Office (incumbent) Reasons for nomination as a candidate for Director and Audit & Supervisory Board Members: Although the candidate has not been involved in corporate management other than as Outside Director, she has extensive knowledge and broad experience in legal affairs as an Attorney. The Company has renominated her as a candidate for Director and Audit & Supervisory Board Member because it expects her to utilize her experience and knowledge in the supervision and auditing of the Company and to give advice and restraint in the execution of the duties, as well as the security of the diversity in the Company including promotion of women`s participation and advancement in the workplace from the female`s point of view. – – – 9 – 1 2 No. Name (Date of Birth) Brief History, Position and Responsibility in the Company, and Significant Position Concurrently held Naoki Kodama (Feb 5, 1956) (New Nominee / Outside / Independent) 3 Apr 1978 Apr 2002 Aug 2007 Oct 2012 Jun 2017 Jun 2021 Joined IBM Japan, Ltd. Senior Managing Director, JBCC Corporation Managing Director, NITORI Co., Ltd. Managing Director, CAINZ CORPORATION Representative, M&S Consulting (incumbent) Outside Director, Softcreate Holdings Corporation (incumbent) Number of Company shares owned – Reasons for nomination as a candidate for Director and Audit & Supervisory Board Members: As the candidate has been involved in corporate management in various companies, he has extensive knowledge and broad experience in corporate management and finance, accounting etc. The Company has nominated him as a candidate for Director and Audit & Supervisory Board Member because it expects him to utilize his experience and knowledge in the supervision and auditing of the Company and to give advice and restraint in the execution of the duties. Notes 1. There are no particular relationships of interest with any of the other candidates and the Company. 2. Mr. Toyomasa Akiyama, Ms. Nobuko Kitagawa and Mr. Naoki Kodama are candidates for Outside Directors. 3. The Company has reported to the Tokyo Stock Exchange, Inc. that Mr. Toyomasa Akiyama and Ms. Nobuko Kitagawa are Independent Directors as set forth in the Regulation of the Tokyo Stock Exchange and in the Regulation of the Company. The Company will continue the above report if they are elected and assumed office as Outside Directors. Furthermore, Mr. Naoki Kodama will be independent as set forth in the Regulation of the Tokyo Stock Exchange and the Company will report if he is elected and assumed office as Outside Director. 4. Although Ms. Nobuko Kitagawa has changed her surname to Nagafusa upon marriage, she keeps her maiden name, Kitagawa. 5. Mr. Toyomasa Akiyama and Ms. Nobuko Kitagawa are Outside Directors and Audit & Supervisory Board Members 6. incumbent and will complete their terms at the end of this General Meeting of Shareholders. The term of office of Mr. Toyomasa Akiyama will be 6 years and the term of office of Ms. Nobuko Kitagawa will be 2 years at the end of this General Meeting of Shareholders. Pursuant to Article 427, Paragraph 1 of the Article of Incorporation, the Company has stipulated that it may enter into agreements for limitation of liability with Directors who are not Officers. The Company has entered into agreements with Mr. Masahiro Dakeshita, Mr. Toyomasa Akiyama and Ms. Nobuko Kitagawa and if they are reelected and assumed office as Director, the agreements shall remain in effect. Furthermore, the company will enter into agreement with Mr. Naoki Kodama if he is elected and assumed office as Director. The Directors shall be liable to the limit of minimum liability set forth in Article 425, Paragraph 1 of Article of Incorporation. 7. The Company shall enter into a directors and officers liability insurance contract with an insurance company, as provided for in Item 1, Paragraph 3, Article 430 of Article of Incorporation, to cover litigation cost and legal damages that may be incurred by the insured parties if they are liable for a result of their action or if they receive a claim for the liability of the result of their action. The candidates for Directors and Audit & Supervisory Board Members will be included among the insured parties under the contract. Moreover, the contract will be renewed under the same terms at the time of the next renewal. – 10 – Independence Standards and Qualification for Outside Directors Pursuant to Independence Standards set forth by Financial Instruments Exchange, Outside Directors or candidates for Outside Directors are considered as independent if none of the below applies to them. The Standards shall be amended or abolished by the resolution of the Board of Directors. ① A person executing business for the Company or a subsidiary of the Company (Note 1) ② A party for which the Company is a major client, or if the party is a company, a person who executes ③ A party that is a major client of the Company, or if the party is a company, a person who executes business for the company (Note 2) business for the company (Note 3) ④ A major shareholder of the Company, or if the shareholder is a company, a person who executes business for the company (holding either directly or indirectly 10% or more of the total number of the voting rights of the Company) ⑤ A company of which the Company is a major shareholder, holding either directly or indirectly 10% or more of the total number of the voting rights of the company, or a person who executes business for the company ⑥ A member of audit company who is the Company`s Corporate Auditor ⑦ A legal specialist such as attorney, accounting specialist such as certified public accountant, certified public tax accountant, or a consultant, etc., who has received a significant amount of money or other assets from the Company other than remuneration ⑧ A member of organization including law office, audit firm, tax accounting firm, consulting firm, or union etc. which has received a significant amount of money or other assets from the Company (Note 4) ⑨ A person to whom any of the above ② to ⑧ have applied within the past three years ⑩ A spouse or a relative within the second degree of those who are in significant position, and to whom any of the above ① to ⑨ applies (Note 5) ⑪ A person possibly in conflict of interest to general shareholders even if none of the above ① to ⑩ are applied “A person executing business” includes director, corporate officer, executive officer, officer executing the duties, commissioner, or equivalent position in companies or organizations, etc. and who has been a member of the Group even once. “A party for which the Company is a major client” means the one who received from the Group the payment equivalent to 2% or more of its consolidated sales amount in most recent fiscal year. “A party that is a major client of the Company” means the one who made to the Group the payment equivalent to 2% or more of the Company’s consolidated sales amount in most recent fiscal year. “A significant amount of money” shall be equivalent to 10 million yen or more annually as individual, or 2% or more of its consolidated sales amount as a company or other organization. 5. A person in “significant position” includes director (excluding outside director), auditor (excluding outside auditor), executive officer, general manager or higher. In terms of a member of law office, audit corporation, etc. a person in “significant position” includes including Attorney, Certified Public Tax Accountant, etc. with professional qualification. Notes 1. 2. 3. 4. – 11 – Skill Matrix Skills and Experience expected by the Company Name Status in the Company Hidetoshi Masuda President and Representative Director Ichiro Okafuji Representative Senior Managing Director 〇 〇 Masahiko Nishimura Managing Director 〇 〇 Saishi Kimura Director 〇 〇 〇 〇 Mitsutaka Sato Outside Director 〇 〇 〇 Masahiro Dakeshita Toyomasa Akiyama Nobuko Kitagawa Naoki Kodama Directors and Audit & Supervisory Board Members Outside Directors and Audit & Supervisory Board Members Outside Directors and Audit & Supervisory Board Members Outside Directors and Audit & Supervisory Board Members / tnemeganaM etaroproC1 gninnalPygetart S〇 〇 〇 〇 〇 〇 tnemeganaMksiR lageL3 / gnitnuoccA / ecnaniF4 A&M ecneirepxEyrtsudnI 1-2 )dnarB( ecneirepxEyrtsudnI 2-2 )labolG( )liateR( ecneirepxEyrtsudnI 3-2〇 TI / latigiD6 secruoseRnamuH5 tnemeganaM〇 〇 〇 GSE / RSC7 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 Akihiro Takiguchi Executive Officer 〇 〇 〇 〇 Yasushi Yaguchi Executive Officer 〇 〇 Hisashi Nakano Executive Officer 〇 〇 Note: Positions and Responsibility in the Company are described if the candidates are elected as proposal. – 12 – Proposal No.5: Election of One (1) Corporate Auditor Incumbent Corporate Auditor, Deloitte Touche Tohmatsu LLC, will complete its term at the end of this General Meeting of Shareholders. Therefore, the Company proposes the new election of Kanade Partnership based on the resolution of the Audit & Supervisory Board. The Audit & Supervisory Board requests the new election of the candidate as a Corporate Audit because of its expertise, independency, appropriateness and quality control management. Furthermore, due to long-term audit of incumbent auditor, the Company will expect the candidate to provide a new point of view in auditing. The candidate is as follows: as of April 1, 2022 Name Kanade Partnership Address of Main Office Toyo Building, 1-2-10 Nihombashi, Chuo-ku, Tokyo History Oct 1, 2020 Established Kanade Partners Capital in Investment 63 million yen Summery Members Partner (Certified Public Accountant) 7 Employee (Certified Public Accountant) 25 Employee (others) 13 Total 45 – 13 – Proposal No.6: Continuation of measures to combat the large-scale purchase of shares of the Company (anti-takeover measures) At the 69th Annual General Meeting of Shareholders held on May 16, 2019, the Company received approval from shareholders for measures to address large-scale purchases of the Company’s shares (i.e., anti-takeover measures) (hereinafter “the Current Plan”), and the Company has continued implementation of the Current Plan. However, the Current Plan will expire at the end of this Annual General Meeting of Shareholders. Taking into account changes in socioeconomic conditions, trends in anti-takeover measures, and the progress of varied discussions, the Company has continued its examination of the Current Plan, including the pros and cons of its continuation, as a means of ensuring and enhancing our corporate value and the common interests of shareholders. As a result, in light of basic policy concerning parties who control decisions on the Company’s financial and business policies (referring to the provisions of Article 118, Item 3 of the Regulations for Enforcement of the Companies Act; hereinafter “Basic Policy”), at the Board of Directors meeting held on April 14, 2022, the Company made the decision to continue with the Current Plan, subject to approval by shareholders at the Annual General Meeting of Shareholders, as a measure to prevent decisions concerning the Company’s finances and business from being controlled by inappropriate parties. (The plan following continuation is hereinafter referred to as “the Plan”.) This proposal requests the approval of shareholders for the Plan. If this proposal is approved by shareholders, the period of validity of the Plan will be extended until the conclusion of the Company’s Annual General Meeting of Shareholders for the final business year that ends within three years from the conclusion of this Annual General Meeting of Shareholders. In the continuation of anti-takeover measures under the Plan, the Company has made revisions to wording, etc., including clarification of purpose, but the Plan does not substantially alter the content of the Current Plan. In addition, if there have been revisions to the Companies Act, the Financial Instruments and Exchange Act, and rules related to these; to government ordinances, Cabinet Office and ministerial ordinances; and to the rules of financial instrument exchanges (including changes to the names of laws and regulations, and the enactment of new laws and regulations that succeed previous laws and regulations; the same shall apply hereinafter) (hereinafter collectively referred to as “laws, etc.”), and if these are enforced, the provisions of laws, etc. cited in the Plan will be understood to be the respective provisions of laws, etc. that substantially inherit the pre-amendment provisions of the revised laws, etc. following amendment, unless otherwise specified by the Board of Directors of the Company. The Plan is as described below. 1. About the Basic Policy (1) Content of the Basic Policy The Company is of the belief that our shareholders should be determined through free transactions in the market. Accordingly, we believe that decisions on whether to accept purchase proposals accompanied by transfer of control of a joint-stock corporation, too, should ultimately be made in line with the will of the shareholders of the Company. However, some large-scale purchases of shares of the Company (defined in 2 (2) (a) below; the same shall apply hereinafter) can be expected to include (1) purchases that, in light of the purpose of acquisition, of management policy following acquisition, etc., could result in clear harm to corporate value or the common interests of the Company’s shareholders; (2) purchases that could effectively force the Company’s shareholders to sell their shares; (3) purchases that are performed without a reasonably necessary period of time for the Company to present an alternate proposal to the large-scale purchase; (4) purchases that are performed without provision of reasonably necessary information for the Company’s shareholders to judge the details of the purchase; (5) purchases for which terms, etc. (amount and type of consideration, timing of purchase, legality of purchase method, feasibility of execution of purchase, etc.) are inadequate or inappropriate in light of the Company’s intrinsic value; and (6) purchases that would destroy relationships with employees, business partners (including customers), communities where factories and production facilities are located, and other stakeholders that are essential to the sustainable growth of the Company’s corporate value, and that would have – 14 – significant effects contrary to the common interests of the Company’s shareholders. From the standpoint that the Company should maximize its corporate value and the common interests of its shareholders, the Company considers parties that engage in such large-scale purchases to be exceptionally inappropriate as parties that control decisions on the financial and business policies of the Company. Accordingly, when there exists a risk of harm to the corporate value of the Company or to the common interests of shareholders due to the acquisition of controlling shares by a party or the group thereof (hereinafter “acquirer, etc.”) which aims to acquire shares having 20% or more of the voting rights of the Company (hereinafter “controlling shares”), the Company will consider said acquirer, etc. to be inappropriate as a party that controls decisions concerning the Company’s financial and business policies, and, to the extent permitted by laws, etc. and by the Articles of Incorporation, will set a basic policy of enacting appropriate measures to ensure and enhance its corporate value and the common interests of its shareholders. (2) Background to maintenance of the Basic Policy The Company, together with the subsidiaries and affiliates thereof (hereinafter “the Group”), values a corporate culture that continues to take on challenges without fear of change, based on basic principles of respect for people and of social contribution, which have been ceaselessly passed down since the Company’s founding in 1950. Through the practice of corporate activities grounded in the following management philosophy and corporate message, the Company is achieving sustainable growth and improvement of long-term corporate value by contributing to the enhancement of customers’ lifestyle culture via a fashion business centered on jewelry and apparel. The management philosophy of the Company and the Group is founded on the following four points. ① We are committed to becoming a company that inspires trust and confidence among its customers. ② We are committed to fostering and fulfilling the dreams of our employees. ③ We are committed to contributing to the prosperity and well-being of society. ④ We are committed to realizing the expectations of shareholders. In addition, in its Corporate Message, the Company and the Group have put forth this principle: “With the 4ºC brand at the heart of its business activities, YONDOSHI HOLDINGS, INC. (“YONDOSHI HOLDINGS” or “the Company”) is committed to becoming a company that is defined by its ability to create new trends in global fashion.” Based on the above Basic Principles, the Company and the Group boast a stable business foundation, a sound financial structure, and high-level management capabilities. In terms of business, our strength is the high brand power of the 4°C jewelry handled by the Jewelry Business. The SPA Business, which holds functions spanning production to in-store retailing, has an outstanding business model that achieves customer satisfaction. Other business models, including apparel OEM and retail, are capable of supporting a wide range of markets. Moreover, the organizational structure, that of a holding company, functions effectively for the selection and concentration of management resources. In the core Brand Business, the Company sets strong relationships of trust with business partners, and management that upholds customers’ trust so as not to damage the brand, the central wellspring of corporate value, doing so through the maintenance of a sense of unity in all elements making up the brand, including design, quality, customer service, store spaces, advertising, and of course the products handled. In the Retail Business, too, the Company aims to establish a store brand and to enhance highly accurate merchandising capabilities, buying capabilities, and store development and store management capabilities while capturing market trends. In addition, the functions of the Company as an apparel maker are also characterized by the ability to propose projects backed by quality and cost competitiveness based in our background of overseas production. In terms of finances, the Company achieves stable profit growth centered on the highly profitable Jewelry Business. The Company further considers ROE a key management indicator and is working to – 15 – improve capital efficiency. The Company also maintain a high capital adequacy ratio and financial soundness. In terms of organization, the Company views strengthening internal control functions as a key issue and is diligently addressing it. The Company has also introduced an executive officer structure to clarify management decision-making/supervisory functions and business execution functions, with the Board of Directors placed in charge of the former functions and Executive Officers placed in charge of the latter functions. In addition to these things, the Company has adopted the structure of a company with an audit and supervisory committee, and, utilizing the functions of Outside Directors who do not engage in business execution, is working to improve its corporate value over the medium to long term while strengthening internal control. Furthermore, the Directors and Executive Officers of the holding company, YONDOSHI HOLDINGS INC., essentially serve as persons in charge of operating subsidiaries to enable decision-making from broad perspectives, enhance the density of communication among managers, and share information on issues across the Group to maintain the strength and stability of Group management capabilities. However, the sources of corporate value in the Company and the Group are not things that can be created in a short period of time. The tangible and intangible assets that have been cultivated over the years since our founding and the strong bonds and relationships of trust forged with business partners and customers support our business, and are unquestionably necessary stepping stones to the establishment of a trusted corporate brand. In this way, the Company and the Group will maintain these sources of corporate value, further evolve our management, and further enhance our corporate value, with the aim of becoming a distinctive corporate group that earns the trust of all stakeholders. As noted above, every business of the Company and the Group is built upon human resources who possess experience and expertise pertaining to businesses that have grown and evolved together with customers since our establishment, and upon management resources such as the reputation we have built and the close relationships of trust built with business partners and other stakeholders on the basis of that reputation. These management resources possess know-how and a brand image cultivated over many years, and create further value through their functioning with one another. In recent years, however, against a background of new legal system developments, circumstances in capital markets, changes in corporate structure and culture, and so on, there are cases of one-sided purchases of large volumes of shares without approval from the management team of the target company. In some cases, these could even pose undeniable potential for hindering the enhancement of the Company’s sustainable corporate value founded on the above-mentioned management resources. In light of this situation, it is our belief that we must assume the ongoing appearance of acquirers, etc. Against the above background, we have maintained the Basic Policy described in (1) above. 2. Content of the Plan (Initiatives in light of the Basic Policy to prevent decisions concerning the Company’s financial and business policies from being controlled by inappropriate parties) (1) Purpose of continuation of anti-takeover measures under the Plan As noted in 1 above, the Company believes that the need could arise in some cases to enact measures against an acquirer, etc. However, to the extent that the Company is a listed company, determination of whether to sell shares to the acquirer, etc., and final decisions on the pros and cons of entrusting the management of the Company to the acquirer, etc. should be left to the will of individual shareholders, we believe. However, we also consider that an appropriate understanding of the Company’s corporate value and the source that creates said value, with adequate consideration of the noted unique business characteristics of the Company and the history of the Company and the Group, is necessary as a premise upon which shareholders can render appropriate decisions. To understand how acquisition of controlling shares of the Company by the acquirer, etc. may affect the Company’s corporate value and the source of that value, situations can be readily assumed in which information provided by the – 16 – acquirer, etc. alone is inadequate. In this case, we believe that appropriate decisions by shareholders must be based on information provided by the Board of Directors, which fully understands the unique business characteristics of the Company; or on evaluations, opinions, and, in some cases, new proposals by the Board of Directors regarding the acquisition of controlling shares by the acquirer, etc. Accordingly, we believe that it is vital to ensure adequate time for shareholders to analyze and consider these multifaceted items of information. Based on the above points of view, in order to enable shareholders to make appropriate decisions on whether to comply with large-scale purchases by demanding that parties who seek to engage in or who are currently engaging in large-scale purchases (hereinafter “large-scale purchasers”) provide required information on said large-scale purchases in advance and ensure a period for the evaluation and consideration of such, and in accordance with the Basic Policy, on April 14, 2022, the Board of Directors of the Company decided to continue the anti-takeover measures under the Plan. The Board of Directors does so as an initiative for presenting shareholders with opinions in favor of or against large-scale purchases, or with business plans, etc. as alternatives to the purchase proposals, business plans, etc. presented by major acquirers (hereinafter “alternate proposals”), and to enable negotiating, etc. with large-scale acquirers, etc. on behalf of shareholders, and in response to the recommendations of the Independent Committee (defined in (2) (e) below; the same shall apply hereinafter), in order to prevent decisions concerning the Company’s financial and business policies from being controlled by inappropriate parties in light of the Basic Policy (specifically, parties that, based on the counsel of the Independent Committee, have been recognized by the Board of Directors of the Company as large-scale purchasers who are in violation of the Plan or large-scale purchasers that correspond to aggressive purchasers (defined in (2) (f) A) b below), co-owners of these, or specially related parties thereof, or parties that are effectively controlled by and that act jointly or in collaboration with the aforementioned parties; hereinafter collectively referred to as “parties with exceptional grounds”). As of the current date, the Company does not recognize any specific signs of large-scale purchases of the Company’s stock certificates, etc. The status of the major shareholders of the Company as of February 28 of the current year is as shown in Appendix 1, “Status of Major Shareholders”. (2) Content of the Plan content of the Plan is as follows. A flow chart summarizing procedures related to the Plan is as shown in Appendix 2. Specific (a) Definition of large-scale purchases subject to invoking of countermeasures When acts (excluding acts that have been approved in advance by the Board of Directors of the Company) that fall or may fall under any of a to c below (hereinafter collectively referred to as “large-scale purchases”) have been performed or are attempted, countermeasures based on the Plan may be invoked. ① Purchase or other acquisition (Note 3) of stock certificates, etc. issued by the Company (Note 1), by which the combined stock certificate, etc. holding ratio for a specified shareholder of the Company (Note 2) becomes 20% or more ② Purchase or other acquisition (Note 7) of stock certificates, etc. issued by the Company (Note 4), by which the combined stock certificates, etc. ownership ratios for a specified shareholder of the Company (Note 5) and for a specially related party thereof (Note 6) become 20% or more ③ Regardless of whether the acts specified in a or b above are carried out, acts including agreements that are carried out between a specified shareholder (or shareholders; the same shall apply to c below) of the Company who intends to perform an act specified in a or b above and another shareholder of the Company (limited, however, to other shareholders for which, for stock certificates, etc. issued by Company, the combined stock certificate, etc. holding ratios for the specified shareholder and the other shareholder become 20% or more), and by which said other shareholder becomes a joint owner with said specified shareholder, or an act which establishes a relationship (Note 9) between said specified – 17 – shareholder and said other shareholder by which one party comes to effectively control the other party or by which the parties act jointly or in collaboration (Note 8). Note 1: Refers to stock certificates, etc. defined in Article 27-23, Paragraph 1 of the Financial Instruments and Exchange Act. The same shall apply hereinafter except where specified otherwise. Note 2: Refers to the stock certificate, etc. holding ratio defined in Article 27-23, Paragraph 4 of the Financial Instruments and Exchange Act. The same shall apply hereinafter; however, in the calculation of the stock certificate, etc. holding ratio, (i) specially related parties defined in Article 27-2, Paragraph 7 of the same Act, and (ii) investment banks, securities companies, and other financial institutions that have concluded financial advisory agreements with specified shareholders as well as tender offer agents and lead securities companies of the specified shareholders (hereinafter “contract financial institutions, etc.”) will be deemed to be joint owners of the specified shareholders (meaning joint owners defined in Article 27-23, Paragraph 5 of the same Act, including those deemed to be joint owners pursuant to Paragraph 6 of the same Article (and including parties deemed to fall under such by the Board of Directors of the Company); the same applies hereinafter). When calculating the stock certificate, etc. holding ratio, the latest information published by the Company may be used to obtain the total number of issued shares of the Company. Note 3: Includes the holding of the right to request delivery of stock certificates, etc. based on sales or other contracts, and the performance of transactions stipulated in Article 14-6 of the Order for Enforcement of the Financial Instruments and Exchange Act. Note 4: Refers to stock certificates, etc. defined in Article 27-2, Paragraph 1 of the Financial Instruments and Exchange Act. This also applies for the following part of b. Note 5: Refers to the stock certificate, etc. ownership ratio defined in Article 27-2, Paragraph 8 of the Financial Instruments and Exchange Act. The same shall apply hereinafter. Note that when calculating the stock certificate, etc. ownership ratio, the latest information published by the Company may be used to obtain the total number of voting rights of the Company. Note 6: Refers to a specially related party defined in Article 27-2, Paragraph 7 of the Financial Instruments and Exchange Act. However, for parties listed in item (i) of the same Paragraph, this excludes those specified in Article 3, Paragraph 2 of the Cabinet Office Order on Disclosure Required for Tender Offer for Share Certificates by Persons Other Than Issuers. Note that (i) joint holders and (ii) contract financial institutions, etc. shall be deemed to be specially related parties of the specified shareholder. The same shall apply hereinafter. Note 7: Includes purchases and other paid transfers, and items similar to paid transfers stipulated in Article 6, Paragraph 3 of the Order for Enforcement of the Financial Instruments and Exchange Act. Note 8: Determination of whether a “relationship between said specified shareholder and said other shareholder by which one party comes to effectively control the other party or by which the parties act jointly or in collaboration” has been established will be made on the basis of the formation of a new investment relationship, business alliance relationship, transaction or contract relationship, concurrent executive position relationship, funding relationship, credit provision relationship, etc., as well as on the direct and indirect effects that the large-scale purchaser and the other shareholders have on the Company, etc. Note 9: Determination of whether the acts specified in c above have been carried out will be reasonably made by the Board of Directors of the Company. The Board of Directors of the Company may request the shareholders of the Company to provide information conforming to the information described in (c) below, to the extent deemed necessary to determine whether the requirements of (a) are met. (b) Submission of statement of intent Prior to the start of or the execution of a large-scale purchase, the large-scale purchaser will submit to the President and Representative Director of the Company, in a format specified separately by the Company, a document signed or stamped by the representative of the large-scale purchaser pledging that it will comply with procedures specified in the Plan (hereinafter “large-scale purchase rules”) and a certificate of the qualifications of the representative who signed or stamped the document (hereinafter collectively referred to as “statement of intent”). Upon receipt of the above statement of intent, the President and Representative Director of the Company will immediately submit this to the Board of Directors of the Company and the Independent Committee. – 18 – In addition to the pledge to comply with the large-scale purchase rules, the statement of intent will include the name of the large-scale purchaser, the address of its head office, office, etc., the law governing its establishment, the name of its representative, contact information in Japan, and an outline, etc. of the planned large-scale purchase. The language used in the statement of intent will be limited to Japanese. When a large-scale purchaser has provided a statement of intent, the Company will disclose to shareholders those matters deemed appropriate by the Board of Directors or the Independent Committee, in a timely and appropriate manner and in accordance with applicable laws and regulations. (c) Requests to large-scale purchasers for provision of information Within 10 business days from the date on which the Board of Directors and the Independent Committee received the statement of intent (not counting the first day), the large-scale purchaser will provide to the Board of Directors of the Company the information listed from a to k below (hereinafter collectively referred to as “large-scale purchase information”). Upon receipt of the large-scale purchase information, the Board of Directors of the Company will promptly provide this to the Independent Committee. In the case that, based solely on the information initially provided by the large-scale purchaser, the Board of Directors of the Company or the Independent Committee has deemed it difficult for the shareholders of the Company to properly judge whether to comply with the large-scale purchase, or for the Board of Directors of the Company or the Independent Committee to form opinions on the pros and cons of the large-scale purchase (hereinafter “opinion formation”) or formulate alternate proposals (hereinafter “alternate proposal drafting”) for appropriate presentation to shareholders, the Board of Directors of the Company or the Independent Committee may, as the need arises, request that the large-scale purchaser provide additional information necessary for proper judgment by shareholders and opinion formation or alternate proposal drafting by the Board of Directors of the Company and the Independent Committee, by setting a reasonable deadline for submission and by disclosing to shareholders the reasons for requiring the specific period and reasonable period. In addition, in the event that the Board of Directors of the Company or the Independent Committee has determined that the provision of large-scale purchase information has been completed, the Company will disclose this to shareholders in a timely and appropriate manner and in accordance with applicable laws and regulations. Moreover, in accordance with decisions of the Board of Directors of the Company or the Independent Committee, at an appropriate time after receipt of the large-scale purchase information, the Company will, in principle and in accordance with applicable laws and regulations, disclose to shareholders any large-scale purchase information deemed necessary for shareholders to properly judge whether the shareholders should comply with the large-scale purchase. Overview (including specific name, capital structure, investment ratio, financial details, presence of past violations of laws and regulations (with an outline of these if any); and names, biographies, and presence of past violations of laws and regulations (with an outline of these if any) of officers) of the large-scale purchaser and its group companies, etc. (including major shareholders or investors (direct or indirect; the same shall apply hereinafter) and key subsidiaries/affiliates, and, if the large-scale purchaser is a fund or a business entity involved in investments thereof, information on key members, investors and other constituent members, as well as business execution union members and persons who provide ongoing counsel on investments) ① The status of holdings of the Company’s stock certificates, etc. by the large-scale purchaser and its group companies, etc.; the status of contracts and status of holding of derivatives and other financial derivative products that have as underlying assets the Company’s stock certificates, etc. or assets related to the business of the Company or the Group; and the status of stock lending and short selling of the Company’s stock certificates, etc. – 19 – ② The purpose, the method, and the details of the large-scale purchase (including type and number of stock certificates, etc. subject to the large-scale purchase, the type and value of consideration for the large-scale purchase, the timing of the large-scale purchase, related transaction mechanisms, the legality of the method of the large-scale purchase, the feasibility of the large-scale purchase and related transactions (with details of any specific certain conditions for the large-scale purchase), and, in the case of expectation that the Company’s stock certificates, etc. will be delisted following the completion of the large-scale purchase, the fact of and reasons for this. Regarding the legality of the method of the large-scale purchase, a written opinion by a qualified attorney will also be submitted.) ③ The specific form and content of any communication of intent with a third party concerning the large-scale purchase (including communication of intent regarding material proposals, etc. made to the Company (meaning material proposals, etc. defined in Article 27-26, Paragraph 1 of the Financial Instruments and Exchange Act); the same shall apply hereinafter) ④ The grounds for calculation of consideration for purchasing, etc. related to the large-scale purchase and the particulars of the calculation (including facts/assumptions underlying the calculation, calculation method, information on the organization performing calculation, numerical data used in calculation, and the amounts of synergies and dissynergies that are expected to arise due to the series of transactions pertaining to the large-scale purchase and the grounds for calculation of these) ⑤ Funds backing purchases, etc. related to the large-scale purchase (names of the providers of funds (substantial providers (direct or indirect)), procurement method, presence and details of conditions for provision of funds, presence and details of collateral or pledges after funding, and details of related specific transactions) ⑥ The management policies, business plans, financial plans, investment plans, capital policies, dividend policies, etc. intended for the Company and the Group following completion of the large-scale purchase (including plans for sale, provision as collateral, or other disposal of the Company’s assets following the completion of the large-scale purchase), and policies for the handling of the Company’s and the Group’s officers, employees, business partners, customers, local public organizations in which factories/production facilities are located, and other parties with vested interest in the Company following completion of the large-scale purchase ⑦ The probability of obtaining approval, permission, etc. based on the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade and other domestic and foreign laws and regulations that may apply to the large-scale purchase. (Regarding these matters, a written opinion by a qualified attorney will also be submitted.) ⑧ Presence of any relationships (direct or indirect) with antisocial influences or terrorism-related organizations, and details of any such relationships ⑨ Specific measures to avoid conflicts of interest with other shareholders of the Company ⑩ Other information that the Board of Directors of the Company or the Independent Committee has deemed to be reasonably necessary and has requested in writing from the large-scale purchaser All of the above information is to be provided in Japanese. (d) Setting of period for evaluation by the Board of Directors, etc. The Board of Directors of the Company will set period a or b below (either of which will be calculated from the date on which the Company discloses that the Board of Directors of the Company or the Independent Committee has determined that the provision of large-scale purchase information has been completed) as a period for evaluation, examination, opinion formation, alternate proposal drafting, and negotiations with the large-scale purchaser by the Board of Directors of the Company (hereinafter “Board of Directors evaluation period”), in accordance with the content of the large-scale purchase disclosed by the large-scale purchaser. Unless otherwise stated in the Plan, large-scale purchases are to be initiated only after the Board of Directors evaluation period has elapsed. The Board of Directors evaluation per