スターゼン（8043） – Notice of Convocation Annual General Meeting 2022

This document has been translated from 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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation. To Shareholders with Voting Rights: Securities code: 8043 June 10, 2022 Kazuhiko Yokota Representative Director, President & CEO Starzen Co., Ltd. 2-5-7 Konan, Minato-ku, Tokyo, Japan NOTICE OF THE 83rd ANNUAL GENERAL MEETING OF SHAREHOLDERS Dear Shareholders: We would like to express our appreciation for your continued support and patronage. We hereby inform you that the 83rd Annual General Meeting of Shareholders of Starzen Co., Ltd. (the “Company”) will be held as described below. If you are unable to attend the meeting in person, you may exercise your voting rights in writing or by electromagnetic means (via the internet, etc.). Please review the “Reference Documents for the General Meeting of Shareholders” attached below, and exercise your voting rights no later than 5:00 p.m. on Tuesday, June 28, 2022. 1. Date and Time: 2. Place: Wednesday, June 29, 2022 at 10:00 a.m. Japan time (Reception desk will be open at 9:00 a.m.) Tokyo Marriott Hotel B1 Ballroom 4-7-36 Kitashinagawa, Shinagawa-ku, Tokyo, Japan 3. Meeting Agenda: Matters to be reported: 1. The Business Report and Consolidated Financial Statements for the 83rd fiscal year (from April 1, 2021 to March 31, 2022) and results of audits by the Accounting Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements 2. Non-Consolidated Financial Statements for the 83rd fiscal year (from April 1, 2021 to March 31, 2022) Proposals to be resolved: Proposal 1: Proposal 2: Proposal 3: Proposal 4: Proposal 5: Appropriation of Surplus Partial Amendments to the Articles of Incorporation Election of Nine (9) Directors Election of One (1) Substitute Audit & Supervisory Board Member Continuation of Countermeasures against Large-Scale Purchase of the Company’s Shares (Takeover Defense Measures) If you attend the meeting in person, please submit the enclosed voting form at the reception. In the interest of saving resources, please bring this convocation notice with you. Of the documents to be attached to this convocation notice, the following items (available in Japanese only) are posted on the Company’s website (https://www.starzen.co.jp/) in accordance with the provisions of applicable laws and regulations, as well as Article 15 of the Company’s Articles of Incorporation and therefore are not attached hereto: • Share Acquisition Rights of the Company in the Business Report • Basic Policy on the Control of the Company • Systems to Ensure the Appropriateness of Business Operations and the Operational Status thereof • Policy on Determination of Dividends from Surplus, etc. • Notes to Consolidated Financial Statements • Notes to Non-Consolidated Financial Statements • Consolidated Statement of Changes in Equity • Non-Consolidated Statement of Changes in Equity Any revisions to the Reference Documents for the General Meeting of Shareholders, the Business Report, the Consolidated Financial Statements, and the Non-Consolidated Financial Statements will be posted on the Company’s website (https://www.starzen.co.jp/). If changes are made to the operation of this General Meeting of Shareholders, details will be posted on the Company’s website (https://www.starzen.co.jp/). – 1 – Reference Documents for the General Meeting of Shareholders Proposals and References Proposal 1: Appropriation of Surplus The Company proposes to appropriate the surplus as follows: Matters concerning the year-end dividend: The Company regards the payment of dividends to shareholders as one of its most important policies. Under such recognition, our basic policy is to continue paying stable dividends. Taking comprehensively into account the business performance and financial position for the fiscal year under review, the Company proposes to pay a year-end dividend for the 83rd fiscal year as follows: (1) Type of dividend property: Cash (2) Matters concerning the allotment of dividend property and the total amount thereof: 65 yen per share of the Company’s common stock Note: The Company split its stock two for one effective April 1, 2021. The year-end dividend for the 83rd fiscal year described above is presented as the amount after the stock split. The dividend per share of 65 yen is equivalent to 130 yen per share, the same as the previous fiscal year, if calculated on a pre-stock-split basis. Total amount of dividend: 1,265,900,415 yen (3) Effective date of distribution of surplus: June 30, 2022 – 2 – Proposal 2: Partial Amendments to the Articles of Incorporation (1) Reasons for amendments (i) With the enforcement of the “Act for Partially Amending the Industrial Competitiveness Enhancement Act and Other Related Acts” (Act No. 70 of 2021), listed companies are allowed to hold a general meeting of shareholders without a designated location for the meeting (so-called “virtual-only general meeting of shareholders”). To prepare for a large-scale disaster, such as a pandemic or natural disaster, the Company proposes to amend Article 13 of the Articles of Incorporation to enable the Company to hold a general meeting of shareholders without a designated location. The proposed amendments shall be effective, subject to the resolution at the 83rd Annual General Meeting of Shareholders as well as the confirmation by the Minister of Economy, Trade and Industry and the Minister of Justice regarding the legitimacy of instituting the Company’s general meeting of shareholders without a designated location, pursuant to the Industrial Competitiveness Enhancement Act. (ii) The amended provisions stipulated in the proviso to 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. Following this enforcement, the Company proposes to establish new provisions that stipulate that information contained in the reference materials for the general meeting of shareholders, etc. shall be provided electronically and that allow the Company to limit the scope of the matters to be included in the paper copy to be sent to shareholders who have requested it. Also, as the provisions related to the internet disclosure and deemed provision of reference documents for the general meeting of shareholders, etc. will become unnecessary, the Company proposes to delete these provisions, and to establish supplementary provisions related to the effective date, etc., in line with the aforementioned establishment and deletion of the provisions. (iii) To prepare for a contingency in which the Company does not have the number of Audit & Supervisory Board Members required by laws and regulations or the Articles of Incorporation, the Company proposes to newly establish provisions related to a substitute Audit & Supervisory Board Member that stipulate the effective term of a resolution for the election of a substitute Audit & Supervisory Board Member, as well as that clarify the term of office in cases where a substitute Audit & Supervisory Board Member assumes office as an Audit & Supervisory Board Member. – 3 – (Changes are indicated by underline.) Proposed Amendments Article 13 (Convocation) 2. A general meeting of shareholders shall be convened at the place where the head office locates or in the Wards of Tokyo. However, this shall not apply to cases where the general meeting of shareholders is to be held without a designated location for the meeting under the following paragraph. 3. The Company may hold a general meeting of shareholders without a designated location for the meeting. (Deleted) Article 15 (Measures for Electronic Provision, Etc.) The Company shall, when convening a general meeting of shareholders, provide information contained in the reference documents for the general meeting of shareholders, etc. electronically. (2) Details of amendments The specific amendments are as set forth below. Current Articles of Incorporation Article 13 (Convocation) 2. A general meeting of shareholders shall be convened at the place where the head office locates or in the Wards of Tokyo. (Newly established) Article 15 (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) The Company may, when convening a general meeting of shareholders, deem that it has provided information to shareholders pertaining to matters to be described or indicated in the reference documents for the general meeting of shareholders, business report, non-consolidated financial statements, and consolidated financial statements, by disclosing such information through the internet in accordance with the provisions provided in the Ordinance of the Ministry of Justice. (Newly established) – 4 – Current Articles of Incorporation (Newly established) Proposed Amendments 2. Among the matters to be provided Article 32 (Method of Election of Audit & Supervisory Board Members) (Newly established) Article 32 (Method of Election of Audit & Supervisory Board Members) 3. The effective term of a resolution for the electronically, the Company may choose not to include all or part of the matters stipulated in the Ordinance of the Ministry of Justice in the paper copy to be sent to shareholders who have requested it by the record date for voting rights. election of a substitute Audit & Supervisory Board Member at a general meeting of shareholders in preparation for the vacancy of an Audit & Supervisory Board Member shall expire upon the commencement of the annual general meeting of shareholders to be held for the last fiscal year ending within four (4) years after such resolution. Article 33 (Term of Office of Audit & Supervisory Board Members) 2. The term of office of an Audit & Supervisory Board Member elected as a substitute Audit & Supervisory Board Member shall be until the expiry of the term of office of the retiring Audit & Supervisory Board Member. However, if the substitute Audit & Supervisory Board Member elected under the provisions of Paragraph 3 of the preceding Article assumes office as an Audit & Supervisory Board Member, the term of office may not extend beyond the conclusion of the annual general meeting of shareholders to be held for the last fiscal year ending within four (4) years after the election as the substitute Audit & Supervisory Board Member. Article 33 (Term of Office of Audit & Supervisory Board Members) 2. The term of office of an Audit & Supervisory Board Member elected as a substitute Audit & Supervisory Board Member shall be until the expiry of the term of office of the retiring Audit & Supervisory Board Member. – 5 – Current Articles of Incorporation (Newly established) Proposed Amendments (Supplementary Provision) 1. The deletion of Article 15 (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) of the current Articles of Incorporation and the new establishment of the proposed Article 15 (Measures for Electronic Provision, Etc.) shall come into effect on the date of enforcement of the amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) (the “Effective Date”). 2. Notwithstanding the provisions of the preceding paragraph, Article 15 of the current Articles of Incorporation shall remain in force with respect to a general meeting of shareholders to be held on a date within six months from the Effective Date. deleted after the lapse of six months from the Effective Date or the lapse of three months from the date of the general meeting of shareholders set forth in the preceding paragraph, whichever is later. 3. These supplementary provisions shall be – 6 – Proposal 3: No. 1 2 3 5 6 7 8 9 Election of Nine (9) Directors The terms of office of all fifteen (15) directors will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the Company proposes to reduce the number of directors by five (5) and external directors by one (1) to make decisions strategically and flexibly and elect nine (9) directors. The candidates for directors are as follows: Name Reappointment Kazuhiko Yokota Reappointment Masao Uzurahashi Reappointment Masamichi Takahashi 4 Reappointment Ryuso Sadanobu Current positions and responsibilities at the Company Representative Director, President & CEO Managing Director General Manager of Overseas Division Director Director General Manager of Finance and Group Controller Division Executive Officer General Manager of Administrative Division New Appointment Tsunehiro Sana Reappointment Wataru Ohara Reappointment Kaku Yoshisato Reappointment Masanori Matsuishi New Appointment Mariko Eto [External] [Independent] [External] [External] [Independent] [External] [Independent] Director Director Director Note: The positions and responsibilities at the Company described are as of April 1, 2022. Audit & Supervisory Board Member – 7 – No. 1 2 Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions April 1986 February 2006 General Manager of Mass Retailer Business Joined the Company Number of shares of the Company held Kazuhiko Yokota (March 18, 1964) [Reappointment] [Attendance at the Board of Directors meetings] 17/17 October 2010 April 2013 April 2015 June 2016 April 2017 April 2018 April 2019 April 2020 April 2021 Department President & CEO, Starzen Broad Area Sales Co., Ltd. Executive Officer, the Company Managing Executive Officer Director President & CEO, Starzen Sales Co., Ltd. Managing Director, the Company Managing Director, General Manager of Sales Division Senior Managing Director, General Manager of Sales Division Representative Director, President & CEO (current position) [Reason for nomination as candidate for director] Mr. Kazuhiko Yokota has many years of experience as an officer of the Company and the Starzen Group companies. Since last April, he has been responsible for the overall management of the Group as Representative Director, President & CEO of the Company. He leads the Group with leadership based on his extensive knowledge and experience. The Company proposes his reappointment as he is indispensable for facilitating group management and further increasing the corporate value. September 2008 Joined the Company October 2011 Masao Uzurahashi (April 20, 1976) [Reappointment] [Attendance at the Board of Directors meetings] 17/17 January 2014 April 2014 April 2015 April 2016 June 2017 April 2018 April 2019 April 2021 President & CEO, STARZEN EUROPE ApS (Denmark) General Manager of Broad Area Sales Department, Starzen Broad Area Sales Co., Ltd. Director, General Manager of Broad Area Sales Department, Starzen Broad Area Sales Co., Ltd. Managing Director, Starzen International Co., Ltd. Executive Officer, the Company Executive Vice President, Starzen International Co., Ltd. Director, the Company President & CEO, Starzen International Co., Ltd. Director, General Manager of Overseas Division, the Company Managing Director, General Manager of Overseas Division (current position) [Reason for nomination as candidate for director] Mr. Masao Uzurahashi is responsible for the Starzen Group’s overseas business and import and export operations in general as Managing Director and General Manager of Overseas Division. The Company proposes his reappointment as, in response to the rising overseas demand for meat, he is indispensable for further strengthening our overseas transactions and increasing the corporate value. 17,083 11,795 – 8 – No. Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held Masamichi Takahashi (November 18, 1963) [Reappointment] [Attendance at the Board of Directors meetings] 17/17 3 April 1986 April 2009 April 2010 April 2013 April 2014 April 2016 April 2017 April 2018 June 2019 April 2020 Joined the Company General Manager of Domestic Pork and Broiler Department, Starzen Meat Group Co., Ltd. (currently STARZEN MEAT PROCESSOR Co., Ltd.) Director, General Manager of Domestic Pork and Broiler Department, Starzen Meat Group Co., Ltd. Director, General Manager of Plants in Northern Japan, STARZEN MEAT PROCESSOR Co., Ltd. Director, Plant Manager of Aomori Plant, STARZEN MEAT PROCESSOR Co., Ltd. Managing Director, Plant Manager of Aomori Plant, STARZEN MEAT PROCESSOR Co., Ltd. Executive Officer, the Company Senior Managing Director, STARZEN MEAT PROCESSOR Co., Ltd. Director, the Company (current position) President & CEO, STARZEN MEAT PROCESSOR Co., Ltd. (current position) [Significant concurrent positions] ・President & CEO, STARZEN MEAT PROCESSOR Co., Ltd. 7,047 [Reason for nomination as candidate for director] Mr. Masamichi Takahashi is responsible for overall meat processing in the Starzen Group as President & CEO of STARZEN MEAT PROCESSOR Co., Ltd. He is also in charge of the production business, which manages the Group’s farms. The Company proposes his reappointment as he is indispensable for further increasing the corporate value by leveraging his many years of experience in the field. – 9 – No. Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held Ryuso Sadanobu (March 17, 1959) [Reappointment] [Attendance at the Board of Directors meetings] 13/13 4 April 1981 April 1995 Joined The Mitsui Bank, Limited (currently Sumitomo Mitsui Banking Corporation) Credit Officer, Global Credit Department, The Sakura Bank, Limited (currently Sumitomo Mitsui Banking Corporation) April 2015 June 2008 October 2008 July 2009 April 2013 December 2006 Senior Vice President, Head Office, Sumitomo Mitsui Banking Corporation Joined the Company General Manager of Credit and Legal Department General Manager of Finance Department Executive Officer, General Manager of Finance Department Executive Officer, General Manager of Finance and Accounting Division Executive Officer, General Manager of Finance Division Senior Executive Officer, General Manager of Finance Division Director, General Manager of Finance Division Director, General Manager of Finance and Accounting Division (current position) June 2021 October 2021 February 2018 April 2020 7,921 [Reason for nomination as candidate for director] Mr. Ryuso Sadanobu has served in a number of key positions, including General Manager of Finance Department and Finance and Accounting Division. Currently, he is responsible for the Starzen Group’s Finance and Group Controller Division as General Manager. The Company proposes his reappointment as he is indispensable for further increasing the corporate value by leveraging his many years of experience in financial institutions. – 10 – No. Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held Tsunehiro Sana (October 6, 1962) [New appointment] 5 April 1985 Joined The Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.) December 2000 Director of Investment Planning Division, The March 2002 June 2003 Mitsubishi Bank, Ltd. Deputy General Manager of President Office, Mitsubishi Tokyo Wealth Management Securities, Ltd. Senior Executive Officer, Mitsubishi UFJ Wealth Management Bank (Switzerland), Ltd. April 2011 February 2009 Deputy Head of Private Banking Division, The Bank of Tokyo-Mitsubishi UFJ, Ltd. General Manager of Asagaya Branch, The Bank of Tokyo-Mitsubishi UFJ, Ltd. Kamakura Area Director and General Manager of Kamakura Branch, The Bank of Tokyo-Mitsubishi UFJ, Ltd. January 2013 November 2015 Joined the Company November 2015 General Manager of Group Human Resources October 2017 April 2020 Department, Planning and Administrative Division General Manager of Planning and Administrative Division Executive Officer, General Manager of Administrative Division (current position) 7,156 [Reason for nomination as candidate for director] Since joining the Company, Mr. Tsunehiro Sana has served in a number of key positions, including General Manager of Human Resources Department and Administrative Division. He plays an important role in strengthening the Company’s governance based on his extensive knowledge and experience. The Company proposes his appointment as he is essential for further increasing the corporate value. – 11 – No. Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held Wataru Ohara (August 17, 1952) [Reappointment] [External] [Independent] [Attendance at the Board of Directors meetings] 17/17 6 April 1975 April 2007 June 2010 June 2011 June 2012 April 2013 June 2017 June 2020 June 2021 Joined The Mitsui Bank Limited (currently Sumitomo Mitsui Banking Corporation) Managing Executive Officer, Sumitomo Mitsui Banking Corporation Managing Executive Officer, Sumitomo Mitsui Financial Group, Inc. Representative Director, Deputy President, Sumitomo Mitsui Financial Group, Inc. Advisor, Sumitomo Mitsui Banking Corporation Director, Teisoh Co., Ltd. (currently Teikoku-Soko Co., Ltd.) President, Representative Director, Teisoh Co., Ltd. Director (External), the Company (current position) Representative Director, Chairman, Teikoku-Soko Co., Ltd. Director, Chairman, Teikoku-Soko Co., Ltd. (current position) [Significant concurrent positions] ・Director, Chairman, Teikoku-Soko Co., Ltd. 1,000 [Reason for nomination as candidate for external director and expected roles] Mr. Wataru Ohara has many years of experience as a senior executive of both a financial institution and non-financial company. He possesses extensive experience in and keen insight into all aspects of corporate management. The Company proposes his reappointment as an external director to benefit from his oversight of the Starzen Group’s decision-making processes and ability to offer appropriate advice from the standpoint of shareholders’ common interests. – 12 – No. Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held Kaku Yoshisato (April 28, 1967) [Reappointment] [External] [Attendance at the Board of Directors meetings] 17/17 7 April 1991 July 2012 January 2013 January 2018 April 2019 June 2020 April 2021 June 2021 June 2021 Joined Mitsui & Co., Ltd. General Manager of Feed, Livestock & Aquaculture Department, Grains Division, Food Business Unit, Mitsui & Co., Ltd. Assistant to CEO, Management Company Sodrugestvo Ltd. President & CEO, Multigrain S.A. General Manager of Oils & Fats, Staple Food Project Division, Food Business Unit, Mitsui & Co., Ltd. Director (External), the Company (current position) General Manager, Livestock & Fisheries Project Division, Food Business Unit, Mitsui & Co., Ltd. (current position) Director (External), Prifoods Co., LTD. (current position) Director (External), TOHO BUSSAN KAISHA, LTD. (current position) [Significant concurrent positions] ・General Manager, Livestock & Fisheries Project Division, Food Business Unit, Mitsui & Co., Ltd. ・Director (External), Prifoods Co., LTD. ・Director (External), TOHO BUSSAN KAISHA, LTD. 0 [Reason for nomination as candidate for external director and expected roles] Mr. Kaku Yoshisato has served in a number of key positions in Food Business Unit, etc. at Mitsui & Co., Ltd. He possesses keen insight and an extensive network in the food industry. The Company proposes his reappointment as an external director to benefit from his oversight of the Starzen Group’s decision-making processes and ability to offer appropriate advice from the standpoint of shareholders’ common interests. – 13 – No. Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held Masanori Matsuishi (December 6, 1960) [Reappointment] [External] [Independent] [Attendance at the Board of Directors meetings] 12/13 8 April 1986 April 2002 April 2008 Research Associate, Nippon Veterinary and Zootechnical College (currently, Nippon Veterinary and Life Science University) Associate Professor, Nippon Veterinary and Animal Science University (currently, Nippon Veterinary and Life Science University) Professor, Nippon Veterinary and Life Science University April 2021 April 2015 October 2014 Member, Agriculture, Forestry and Fisheries Research Council Evaluation Working Group Vice Chairman, Japan Society for Meat Research (currently, Japan Society for Meat Science and Technology) (current position) Professor, Head of School of Food Science and Technology, Nippon Veterinary and Life Science University (current position) Director (External), the Company (current position) June 2021 [Significant concurrent positions] • Vice Chairman, Japan Society for Meat Science and Technology • Professor, Head of School of Food Science and Technology, Nippon Veterinary and Life Science University 0 [Reason for nomination as candidate for external director and expected roles] Mr. Masanori Matsuishi has no experience of being directly involved in corporate management. However, he served in a number of key positions at the university and the society for meat science and technology, and possesses extensive experience and keen insight in meat science. He can oversee the Starzen Group’s decision-making processes from a professional and objective perspective and offer appropriate advice from the standpoint of shareholders’ common interests. The Company proposes his reappointment as we believe that he is capable of performing his duties as an external director appropriately and expect him to perform such role. – 14 – No. 9 Name (Date of birth) Mariko Eto (May 24, 1971) [New appointment] [External] [Independent] [Attendance at the Board of Directors meetings] 17/17 [Attendance at the Audit & Supervisory Board meetings] 13/13 Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held April 1994 April 2002 October 2003 April 2015 July 2017 March 2019 June 2020 Joined Mitsui & Co., Ltd. Enrolled in the Legal Training and Research Institute of Japan Registered as attorney with Daini Tokyo Bar Association Joined New Tokyo International Law Office (formerly Bingham Sakai Mimura Aizawa (Foreign Law Joint Enterprise)) Joined TMI Associates Partner, TMI Associates (current position) Outside Audit & Supervisory Board Member, Otsuka Kagu, Ltd. (currently, YAMADA DENKI CO., LTD.) Audit & Supervisory Board Member (External), the Company (current position) [Significant concurrent positions] ・Partner, TMI Associates 0 [Reason for nomination as candidate for external director and expected roles] Ms. Mariko Eto possesses expertise and extensive experience as an attorney at law handling corporate law and labor issues. She has contributed to the execution of sound and highly transparent auditing duties as an external Audit & Supervisory Board Member of the Company since June 2020. She has no experience being directly involved in corporate management. However, she can oversee the Starzen Group’s decision-making processes as an attorney at law with expertise in corporate law and offer appropriate advice from the standpoint of shareholders’ common interests. The Company proposes her appointment as we believe that she is capable of performing her duties as an external director appropriately and expect her to perform such role. Notes: 1. Among the candidates for directors, the candidates who have special interests in the Company are as follows: (1) Mr. Wataru Ohara is a director of Teikoku-Soko Co., Ltd. There are business transactions related to document storage and disposal, etc. between Teikoku-Soko Co., Ltd. and the Company. (2) Mr. Kaku Yoshisato is an executive (employee) of Mitsui & Co., Ltd., the largest shareholder of the Company, with which the Company has a capital alliance agreement. There are business transactions related to purchase and sale of meat, etc. between Mitsui & Co., Ltd. and the Company. (3) Other than Mr. Wataru Ohara and Mr. Kaku Yoshisato, there are no special interests between the above candidates for directors and the Company. 2. Mr. Wataru Ohara, Mr. Kaku Yoshisato, Mr. Masanori Matsuishi and Ms. Mariko Eto are the candidates for external directors. Mr. Wataru Ohara, Mr. Masanori Matsuishi and Ms. Mariko Eto have been registered as independent officers prescribed by Tokyo Stock Exchange, Inc. If Mr. Wataru Ohara and Mr. Masanori Matsuishi are reappointed and Ms. Mariko Eto is appointed, they will continue to be independent officers. 3. Mr. Wataru Ohara, Mr. Kaku Yoshisato, Mr. Masanori Matsuishi will have served as external directors for five (5) years, two (2) years and one (1) year, respectively, at the conclusion of this Annual General Meeting of Shareholders. Ms. Mariko Eto will have served as an external Audit & Supervisory Board Member for two (2) years at the conclusion of this Annual General Meeting of Shareholders. 4. The Company has entered into liability limitation agreements, pursuant to Article 427, Paragraph 1 of the Companies Act, with Mr. Wataru Ohara, Mr. Kaku Yoshisato, and Mr. Masanori Matsuishi, to limit their liability for damages under Article 423, Paragraph 1 of the Companies Act. The liability for damages under said agreements is limited to the minimum liability amount under Article 425, Paragraph 1 of the said Act. The Company plans to continue said liability limitation agreements if the candidates are reappointed. The Company also plans to enter into similar liability limitation agreements if Ms. Mariko Eto is appointed. 5. The Company has entered into a directors and officers liability insurance agreement prescribed in Article 430-3, Paragraph 1 of the Companies Act with an insurance company under which all the directors are insured. This – 15 – agreement covers damages that may arise due to the insured directors and officers assuming liability for their execution of duties, or receiving a claim for the pursuit of such liability. The Company plans to renew said insurance agreement in December 2022. If each new candidate is appointed, he/she will be included as an insured person under said insurance agreement upon assuming office. 6. Attendance at the Board of Directors meetings of Mr. Ryuso Sadanobu and Mr. Masanori Matsuishi, is their attendance at meetings held after they assumed the office of director in June 2021. 7. Mr. Tsuyoshi Nakatsuhama, Mr. Akira Nagano, Mr. Yasuaki Irie, Mr. Motoyasu Hasebe, Mr. Ryoichi Takahama, Mr. Takeo Wakamatsu, Mr. Hideo Nakamura and Mr. Takashi Sekigawa will retire due to the expiration of their terms of office at the conclusion of this Annual General Meeting of Shareholders. 8. The “Number of shares of the Company held” above is as of March 31, 2022, after the stock split. 9. Ms. Mariko Eto is recorded under the name of Ms. Mariko Morokawa in the family register. – 16 – 1 2 3 4 5 6 7 8 9 Kazuhiko Yokota Masao Uzurahashi Masamichi Takahashi Ryuso Sadanobu Tsunehiro Sana Wataru Ohara Kaku Yoshisato Masanori Matsuishi Mariko Eto ● ● ● ● ● (Reference) Skills Matrix for each Candidate for Director (expertise, knowledge, experience, etc.) No. Name Corporate management Sales/ Marketing Manufacturing / Production Global business Financial/ Accounting Legal / Risk management ● ● ● ● ● ● ● ● ● ● ● ● ● * The table does not represent all the knowledge, etc. each candidate possesses. – 17 – Proposal 4: Shareholders. Name (Date of birth) Toshiaki Tada (July 28, 1968) [New appointment] [External] [Independent] Election of One (1) Substitute Audit & Supervisory Board Member The election of one (1) substitute Audit & Supervisory Board Member is proposed for the case where the number of Audit & Supervisory Board Member falls below the number specified by laws and regulations or the Articles of Incorporation. The appointment may be revoked by a resolution of the Board of Directors with the consent of the Audit & Supervisory Board only prior to his assumption of office. The Audit & Supervisory Board has approved submitting this proposal to the Annual General Meeting of The candidate for substitute Audit & Supervisory Board Member is as follows: Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held Registered as attorney Joined HIBIYA SOGO LAW OFFICES New York office, Weil, Gotshal & Manges LLP April 1996 December 1996 July 2001 September 2002 HIBIYA SOGO LAW OFFICES (current position) June 2008 Outside Corporate Auditor, DENKI KAGAKU KOGYO KABUSHIKI KAISHA (currently, Denka Company Limited) Outside Audit & Supervisory Board, ITOCHU Techno-Solutions Corporation (current position) External Member of the Audit & Supervisory Board, Kurita Water Industries Ltd. (current position) June 2012 June 2020 [Significant concurrent positions] ・ Attorney, HIBIYA SOGO LAW OFFICES ・ Outside Audit & Supervisory Board, ITOCHU Techno-Solutions ・ External Member of the Audit & Supervisory Board , Kurita Water Corporation Industries Ltd. 0 [Reason for nomination as candidate for substitute external Audit & Supervisory Board Member] Mr. Toshiaki Tada possesses extensive experience and a high level of expertise, playing an active role as an attorney at law mainly in corporate legal affairs for many years, including the Antimonopoly Act and compliance. The Company proposes his appointment as a substitute external Audit & Supervisory Board Member as we believe that he is capable of performing his duties appropriately as an external Audit & Supervisory Board Member. 1. Mr. Toshiaki Tada has no special interest in the Company. 2. Mr. Toshiaki Tada is the candidate for a substitute external Audit & Supervisory Board Member. He will be registered as an independent officer prescribed by Tokyo Stock Exchange, Inc. if he assumes office as an external Audit & Supervisory Board Member. If Mr. Toshiaki Tada is appointed as an external Audit & Supervisory Board Member, the Company plans to enter into liability limitation agreements, pursuant to Article 427, Paragraph 1 of the Companies Act with him to limit his liability for damages under Article 423, Paragraph 1 of the Companies Act. The liability for damages under said agreements is limited to the minimum liability amount under Article 425, Paragraph 1 of the said Act. 3. 4. The Company has entered into a directors and officers liability insurance agreement prescribed in Article 430-3, Paragraph 1 of the Companies Act with an insurance company under which all the Audit & Supervisory Board Members are insured. This agreement covers damages that may arise due to the insured directors and officers assuming liability for their execution of duties, or receiving a claim for the pursuit of such liability. The Company plans to renew said insurance agreement in December 2022. If Mr. Toshiaki Tada is appointed as an external Audit & Supervisory Board Member, he will be included as an insured person under said insurance agreement upon assuming office. – 18 – Proposal 5: Continuation of Countermeasures against Large-Scale Purchase of the Company’s Shares (Takeover Defense Measures) The Company initially introduced the “Countermeasures against Large-scale Purchase of the Company’s Shares (Takeover Defense Measures)” with the approval of shareholders at the 68th Annual General Meeting of Shareholders held on June 28, 2007, and most recently, it was continued by a resolution at the 80th Annual General Meeting of Shareholders of the Company held on June 27, 2019 (the continued plan hereinafter referred to as the “Current Plan”). The effective period of the Current Plan will expire at the conclusion of the 83rd Annual General Meeting of Shareholders to be held by June 30, 2022. Since the continuation of the Current Plan, the Company has considered how to defend against takeovers as one of its measures to protect or enhance its corporate value and ultimately the common interests of shareholders, and whether the Current Plan should be continued or not, considering the changes in social and economic conditions and trends and arguments regarding takeover defense. As a result, the Board of Directors, at a meeting held on May 12, 2022, resolved to continue the Current Plan with partial amendments (the amended countermeasures hereinafter referred to as the “Plan”) and to propose the Plan as an agenda item at the 83rd Annual General Meeting of Shareholders (hereinafter, the “General Meeting of Shareholders”). The amendments to the Current Plan are only minor, such as changes in wordings and reorganizations of phrases and sentences, and there are no major changes to the basic content of the Current Plan. All of the four Audit & Supervisory Board Members of the Company have expressed their opinion in favor of the Plan, provided that the specific operation of the Plan is properly carried out. Note that no specific proposal for a large-scale purchase of the Company’s shares has been made as of today. Please refer to Appendix 1 for status of the Company’s shares as of March 31, 2022. I. Basic Policy Concerning Persons Who Control Decisions on the Company’s Financial and Business Policies The Company believes that the final decision as to whether or not to allow a large-scale purchase of the Company’s shares should be left to the judgment of the Company’s shareholders, and recognizes the need to provide sufficient information and a consideration period so that the shareholders can make an appropriate judgment on the circumstances. The Company does not generally hold a negative view of a large-scale purchase of the Company’s shares. However, some large-scale purchases of the Company’s shares that actually occur in the capital market may not protect or enhance its corporate value and ultimately the common interests of shareholders. The following is a list of such examples. (i) It is obvious that a large-scale purchase of the Company’s shares is implemented not for the purpose of sincerely aiming at rational corporate management. (ii) A large-scale purchaser may effectively force the sale of shares to general shareholders on disadvantageous (iii) A large-scale purchaser does not provide information or consideration period necessary for general shareholders to make an appropriate judgment. (iv) A large-scale purchaser does not provide the Board of Directors of the Company with a proposal on the large-scale purchase of the Company’s shares and a business plan, etc., as well as opportunities for negotiation and the consideration period. terms. – 19 – The Company believes that any person who conducts such a purchase is not appropriate in light of the Basic Policy Concerning Persons Who Control Decisions on the Company’s Financial and Business Policies (hereinafter referred to as the “Basic Policy Concerning Control of the Company”). In order to protect corporate value and ultimately the common interests of shareholders, the Company believes that it is necessary to take some countermeasures to prevent a large-scale purchase by such an inappropriate party. II. Special efforts to contribute to effective use of the Company’s assets, formation of an appropriate corporate group and realization of the Basic Policy Concerning Control of the Company Our management vision is “to become a global company that delivers everyday happiness through our food value chain.” In accordance with this management vision, the Company is working on the following six themes as priority measures in its three-year Medium-Term Management Plan starting from the fiscal year ended March 31, 2021. (i) Maintain and strengthen core businesses’ foundations Upgrade livestock production operations and increase their independence on partners Develop meat products insulated from market price volatility Mitigate labor shortages and reduce workloads at meat processing plants (mechanization / labor savings) Strengthen export operations We will strengthen our fundamental earnings power through the above measures. We will enhance and expand our new earnings foundation through the above measures. (ii) Strengthen foundation as a processed meat manufacturer Strengthen processed food manufacturing functions Upgrade meat processing centers Rebuild hamburg steak business (iii) Develop into a global company and branch into meat alternatives Augment imported processed food product line Secure more overseas suppliers Challenge to enter meat alternatives market Establish overseas sites with logistics/processing functions and strengthen local product sales overseas We will strengthen our initiatives targeted at prospective growth markets through the above measures. (iv) Reform business processes Reconfigure facilities in alignment with sales and logistics strategies Build efficient sales force and logistics operations Promote operational visibility We will pursue more effective and efficient operations through the above measures. (v) Strengthen corporate functions Upgrade administrative departments’ human resources Strengthen investment screening function Strengthen financial condition through strategic sourcing of capital We will seek to boost the Group’s competitiveness through the above measures. (vi) Step up sustainability initiatives Develop human resources capable of shouldering the future Be cognizant of the SDGs in managing operations – 20 – We will seek to reinforce our purpose as a member of community through the above measures. We believe that these efforts will protect and enhance the corporate value of the Company and ultimately the common interests of its shareholders and, as a result, reduce the risk of a large-scale purchase by a person deemed inappropriate in light of the Basic Policy Concerning Control of the Company, and will also be in line with the Basic Policy Concerning Control of the Company. III. Details of the Plan (Efforts to prevent decisions on the Company’s financial and business policies from being controlled by a party deemed inappropriate in light of the Basic Policy Concerning Control of the Company) 1. Purpose of continuing the Plan The Plan will replace the Current Plan, which was introduced and continued as a means of preventing decisions on the Company’s financial and business policies from being controlled by a party deemed inappropriate in light of the Basic Policy Concerning Control of the Company as described in Item I above. If it is determined that the purpose of a large-scale purchase of the Company’s shares is to protect or enhance the Company’s corporate value and ultimately the common interests of its shareholders, the Board of Directors will not regard the purchaser as an inappropriate party for controlling the Company’s financial and business policies. The Board of Directors believes that the decision regarding whether the Company should accept a proposal on large scale purchase of the Company’s shares, which will be accompanied by the transfer of control of the Company, should also ultimately be determined by shareholders. Nevertheless, not a few large-scale purchases of shares will be detrimental to the corporate value of the Company subject to the purchase or ultimately the common interests of its shareholders, such as those that, judging by their purpose, would obviously be counter to the corporate value and ultimately the common interests of shareholders, those that would effectively force shareholders to sell their shares, and those that do not allow a reasonable amount of time or information for the Board of Directors and shareholders to consider their details or for the Board of Directors to offer an alternative proposal. The Company’s Board of Directors believes that when a large amount of the Company’s shares are purchased, providing shareholders with the information and time necessary to make an appropriate decision and negotiating with the purchaser in accordance with a certain reasonable set of rules will benefit the Company’s corporate value and ultimately the common interests of its shareholders. The Board of Directors has therefore established a certain set of rules regarding the provision of information and the time to consider large-scale purchases (hereinafter referred to as the “Large-scale Purchase Rules”), which is described below, and has decided to propose the Plan as an agenda item of the General Meeting of Shareholders as a takeover defense measure that includes countermeasures against large-scale purchases by parties deemed inappropriate in light of the Basic Policy Concerning Control of the Company. 2. Purchase of the Company’s shares subject to the Plan Purchases of the Company’s shares subject to the Plan shall be the purchase of stock certificates and other securities (Note 3) of the Company for the purpose of increasing the ratio of voting rights (Note 2) of a specific shareholder group (Note 1) to 20% or more, or actions to purchase stock certificates or other securities of the Company that will increase the ratio of voting rights of a specific shareholder group to 20% or more (for both actions, except for those actions already approved by the Board of Directors of the Company, irrespective of the specific method of purchase, such as a market transaction or tender offer. Such action shall hereinafter be referred to as the “Large-scale Purchase,” and the party conducting the Large-scale Purchase shall hereinafter be referred to as the “Large-scale Purchaser”). Note 1: A “specific shareholder group” means: (i) A holder (including those considered holders under Article 27-23, Paragraph 3 of the Financial Instruments and – 21 – Exchange Act (“the Act”); the same shall apply hereinafter) of stock certificates and other securities (meaning the stock certificates and other securities provided in Article 27-23, Paragraph 1 of the Act) of the Company and its joint holder(s) (meaning the joint holder provided in Article 27-23, Paragraph 5 of the Act and including those who are deemed joint holders under Paragraph 6 thereof; the same shall apply hereinafter); or (ii) A person who conducts the purchase, etc. (meaning the purchase, etc. provided in Article 27-2, Paragraph 1 of the Act and including purchases conducted in a financial instruments market formed by a stock exchange) of stock certificates or other securities (meaning the stock certificates and other securities provided in Article 27-2, Paragraph 1 of the Act) of the Company and its special related party(s) (meaning the special related party provided in Article 27-2, Paragraph 7 of the Act). Note 2: The “ratio of voting rights” means: (i) The ratio of stock certificates and other securities owned by the holder (meaning the ratio of stock certificates and other securities owned as provided in Article 27-23, Paragraph 4 of the Financial Instruments and Exchange Act (“the Act”); in this case, the number of stock certificates and other securities (meaning the number of stock certificates and other securities stipulated in this paragraph; the same shall apply hereinafter) owned by joint holders of the holder shall be added) when the specific shareholder group falls under (i) of Note 1; or (ii) The sum of the ratios of stock certificates owned by the Large-scale Purchaser and its special related parties (meaning the ratio of stock certificates owned as provided in Article 27-2, Paragraph 8 of the Act) when the specific shareholder group falls under (ii) of Note 1.With regard to the total number of voting rights (as stipulated in Article 27-2, Paragraph 8 of the Act) and the total number of shares issued (as provided in Article 27-23, Paragraph 4 of the Act) used to calculate each ratio of voting rights, those included in an annual securities report, quarterly report or status report on the purchases of the Company’s own shares that was most recently submitted may be referred to. Note 3: “Stock certificates and other securities” means the stock certificates and other securities defined in either Article 27-23, Paragraph 1 or Article 27-2, Paragraph 1 of the Financial Instruments and Exchange Act. 3. Establishment of Independent Committee The Board of Directors will make the final decision as to whether or not the Large-scale Purchase Rules are complied with, or even if the Large-scale Purchase Rules are complied with, whether or not to take countermeasures on the grounds that the Large-scale Purchase would materially damage the corporate value of the Company and ultimately the common interests of shareholders. However, in order to operate the Plan properly, prevent the Board of Directors from making an arbitrary decision, and ensure that the judgment of the Board of Directors is reasonable and fair, the Company will establish the Independent Committee based on the Independent Committee Rules (please refer to Appendix 2 for an overview of the rules) in the same manner as the Current Plan. The Independent Committee will have at least three (3) members, and in order to enable fair and neutral judgments, the members will be appointed from among external directors, external Audit & Supervisory Board Members or outside experts (see Note below) who are independent of the management team that executes the Company’s business operations. The Company plans to appoint Mr. Wataru Ohara, external Director; Mr. Shingo Ogoshi, external Audit & Supervisory Board Member; and Mr. Toshiaki Tada, Attorney-at-law, as members of the Independent Committee under the Plan. (Please refer to Appendix 3 for their career summaries.) The Board of Directors of the Company shall, prior to the triggering of countermeasures, make an inquiry to the Independent Committee as to whether or not the countermeasures should be triggered, and the Independent Committee shall, after carefully evaluating and examining the Large-scale Purchase from the perspective of enhancing the corporate value of the Company and ultimately the common interests of its shareholders, recommend to the Board of Directors of the Company whether or not the Company is in a position to trigger the countermeasures. The Board of Directors of the Company shall decide on the triggering of countermeasures after respecting the recommendations of the Independent Committee to the maximum extent possible. A summary of the recommendations of the Independent Committee shall be disclosed as appropriate. To ensure that the judgment of the Independent Committee is made in a manner that contributes to the corporate value of the Company and ultimately the common interests of its shareholders, the Independent – 22 – Committee may, at the expense of the Company, obtain advice from independent third party experts (financial advisors, certified public accountants, lawyers, consultants and other experts), etc. Note: “Outside experts” means experienced corporate executives, people who have detailed knowledge of the investment banking business, lawyers, certified public accountants, and academic experts whose main area of study is the Companies Act, etc., and any other similarly qualified persons. 4. Outline of the Large-scale Purchase Rules (1) Submission of a statement of intention to the Company by the Large-scale Purchaser When a Large-scale Purchaser intends to conduct a Large-scale Purchase, the Large-scale Purchaser shall first submit to the Board of Directors of the Company a statement of intention in a form prescribed by the Company prior to conducting the Large-scale Purchase or proposing the Large-scale Purchase. The statement of intention shall include the following contents in Japanese, including a legally binding pledge that the Large-scale Purchaser will comply with the Large-scale Purchase Rules. (i) Name and address of the Large-scale Purchaser (ii) Governing law for establishment (iii) Name of representative (iv) Contact in Japan (v) Overview of the proposed Large-scale Purchase (vi) Pledge to comply with the Large-scale Purchase Rules prescribed in the Plan If the Board of Directors receives a statement of intention from a Large-scale Purchaser, it shall promptly disclose its receipt and shall also disclose the detail of the statement as necessary. (2) Provision of information necessary for assessment by the Large-scale Purchaser to the Company The Board of Directors of the Company shall, within ten (10) business days from the day following the day on which the Board of Directors receives a statement of intention containing all of Item (1), (i) through (vi) above, deliver to the Large-scale Purchaser a document stating the matters that the Large-scale Purchaser is requested to submit to the Board of Directors as information regarding the Large-scale Purchase (hereinafter referred to as the “Information Necessary for Assessment”) in accordance with the said document. The general items of the Information Necessary for Assessment are as follows. The specific nature of the said information will vary depending on the attributes of the Large-scale Purchaser and the purpose and details of the Large-scale Purchase, but in any case the scope of the said information shall be limited to the information necessary and sufficient for shareholders of the Company to make a decision and for the Board of Directors to form opinions. (i) Outline of the Large-scale Purchaser and its group (including joint holders, special related parties, partners (in case of funds) and other members) (including the name, lines of business, biography or history, capital structure, and information regarding experience in the same type of business as that of the Company and the Group) (ii) Purpose, method and details of the Large-scale Purchase (including the amount and type of consideration of the Large-scale Purchase, the timing of the Large-scale Purchase, the scheme of related transactions, legality of the Large-scale Purchase method, feasibility of the Large-scale Purchase and related transactions) (iii) Basis for calculation of the purchase price of the Large-scale Purchase (including facts as the basis for the calculation, the calculation method, quantitative information used for the calculation, and the details of any synergy expected to arise as a result of a series of transactions related to the Large-scale Purchase) – 23 – (iv) Information about the funds to be used for the Large-scale Purchase (including the name of the fund provider (including any substantial provider), the financing method, and the details of related transactions) (v) Candidates for officers of the Company and the Group that the Large-scale Purchaser is considering nominating after the Large-scale Purchaser begins participating in the management of the Company and the Group (including information on their experience in businesses similar to those of the Company and the Group), the management policy, business plan, financial plan, capital policy, dividend policy, asset utilization, etc. (vi) Whether the Large-scale Purchaser plans to change the relationship between trading partners, customers, employees, and other stakeholders of the Company and the Group and the Company and the Group, after the Large-scale Purchaser begins participating in the management of the Company and the Group, and if there are any changes planned, those changes To apply the Large-scale Purchase Rules promptly, the Board of Directors of the Company may, as necessary, set a deadline for the Large-scale Purchaser to provide information. However, the Board of Directors may extend the deadline if the Large-scale Purchaser requests an extension of the deadline based on reasonable grounds. In addition, if, as a result of the Board of Directors’ careful examination of the Information Necessary for Assessment submitted in accordance with the above, the Board of Directors considers that such Information Necessary for Assessment is insufficient to assess and examine the Large-scale Purchase, the Board of Directors may, after setting a reasonable time limit as appropriate, request the Large-scale Purchaser to provide additional information until the Information Necessary for Assessment is fully provided. If the Board of Directors of the Company determines that the Information Necessary for Assessment to assess and examine the Large-scale Purchase has been fully provided by the Large-scale Purchaser, it shall notify the Large-scale Purchaser and the public to that effect. Following the Board of Directors’ request for additional information in order to obtain the Information Necessary for Assessment, if the Large-scale Purchaser gives a rational explanation why providing some of the said information is difficult, the Board of Directors may end its negotiations with the Large-scale Purchaser regarding the provision of information, publicize that, and start the assessment and examination as described in (3) below, even if the Board of Directors has not obtained all of the Information Necessary for Assessment it seeks to obtain. The Information Necessary for Assessment provided to the Board of Directors of the Company shall be submitted to the Independent Committee. If the Board of Directors believes that publication is necessary in order for the shareholders to make a decision, it shall publish all or part of the said information at the time the Board of Directors considers appropriate. (3) Assessment and examination, etc. of Information Necessary for Assessment by the Board of Directors of the Company The Board of Directors of the Company shall set, depending on the complexity of assessing the Large-scale Purchase, a maximum of 60 days after the Large-scale Purchaser has finished providing the Information Necessary for Assessment to the Board of Directors in the case of purchasing all the Company’s shares by way of a tender offer with the consideration being cash (in Japanese yen) alone, or a maximum of 90 days in the case of other Large-scale Purchases, as the period for the Board of Directors to evaluate and consider the proposal, negotiate with the purchaser, form opinions, and prepare an alternative plan (hereinafter referred to as the “Board of Directors Assessment Period”). A Large-scale Purchase shall therefore begin only after the Board of Directors Assessment Period has ended. During the Board of Directors Assessment Period, the Board of Directors of the Company will fully assess and examine the Information Necessary for Assessment provided while receiving recommendations from independent, third-party experts (financial advisors, certified public accountants, lawyers, consultants, and other – 24 – experts) as needed, and will carefully prepare and publish an opinion, respecting recommendations from the Independent Committee to the maximum extent possible. The Board of Directors may negotiate with the Large-scale Purchaser to improve the terms and conditions of the Large-scale Purchase as necessary and present its own alternative plan to shareholders 5. Policy on responses when the Large-scale Purchase is conducted (1) When the Large-scale Purchaser does not comply with the Large-scale Purchase Rules When the Large-scale Purchaser does not comply with the Large-scale Purchase Rules, the Board of Directors of the Company may oppose the Large-scale Purchase by taking a countermeasure permitted under the Companies Act and other laws and the Articles of Incorporation of the Company, including allotment of stock acquisition rights without consideration, to protect the corporate value of the Company and ultimately the common interests of the shareholders, irrespective of the specific purchase method. The Board of Directors of the Company shall decide whether a countermeasure should be triggered by respecting the recommendations of the Independent Committee to the maximum extent possible and fully examining the necessity and appropriateness of the countermeasure. In determining whether or not the Large-scale Purchaser has complied with the Large-scale Purchase Rules, the Board of Directors shall fully consider the circumstances of the Large-scale Purchaser to a reasonable extent and shall not recognize that the Large-scale Purchaser has not complied with the Large-scale Purchase Rules solely because at least some of the Information Necessary for Assessment has not been submitted. The Board of Directors of the Company will select the specific countermeasure that it deems most appropriate at the time. If the Board of Directors of the Company takes a specific countermeasure, such as allotment of stock acquisition rights without consideration, an outline of such countermeasure is, in principle, as provided in Appendix 4. However, in the case that stock acquisition rights are actually allotted without consideration, the exercise period and exercise conditions may be set in consideration of the effect as a countermeasure, such as making it a condition for the exercise of stock acquisition rights that the shareholder does not belong to a specific shareholder group whose ratio of voting rights exceeds a certain percentage. (2) When the Large-scale Purchaser complies with the Large-scale Purchase Rules When the Large-scale Purchaser complies with the Large-scale Purchase Rules, the Board of Directors of the Company will only try to persuade shareholders not to accept the Large-scale Purchase, even if it opposes the Large-scale Purchase, by expressing a counter opinion and presenting an alternative plan and, in principle, will not take action against the Large-scale Purchase. Shareholders will be required to decide whether they should accept the purchase proposal of the Large-scale Purchaser, taking into consideration its proposal, the opinion of the Company and the alterna