1 - 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…
- 1 -
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.
Securities code: 2982
March 10, 2026
(Date of commencement of measures for electronic provision: March 3, 2026)
To Shareholders with Voting Rights:
Hideo Tanaka
President and CEO
A.D.Works Group Co., Ltd.
2- 2- 3, Uchisaiwai-cho, Chiyoda-ku,
Tokyo, Japan
NOTICE OF
THE 6TH 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 6th Annual General Meeting of Shareholders of A.D.Works Group Co.,
Ltd. (the “Company”) will be held as described below.
When convening this General Meeting of Shareholders, we will provide information electronically and
thus post matters subject to measures for electronic provision as “NOTICE OF THE 6TH ANNUAL
GENERAL MEETING OF SHAREHOLDERS” on the websites below on the Internet.
The Company’s website
https://www.adwg.co.jp/en/ir/library/
In addition to the above, matters subject to measures for electronic provision are also posted on the
website below on the Internet.
TSE website (TSE Information on Listed Company Search)
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the website above, enter and search an issue name (A.D.Works Group) or securities code
(2982), and select “Basic information,” “Documents for public inspection/PR information,” “Notice of
General Shareholders Meeting/Informational Materials for a General Shareholders Meeting” in that order.
If you do not attend the meeting, you can exercise your voting rights in writing or via the Internet,
etc. Please review the Reference Documents for the General Meeting of Shareholders and exercise
your voting rights by 5:00 p.m. on Tuesday, March 24, 2026, Japan time by following the guidance
provided hereafter.
Date and Time:
Wednesday, March 25, 2026 at 10:00 a.m. Japan time
(Reception starts at 9:30 a.m.)
2.
Place: Hibiya International Building Conference Square 8F
Hibiya International Building 8F
2-2-3, Uchisaiwai-cho, Chiyoda-ku, Tokyo, Japan
3.
Meeting Agenda:
Matters to be reported:
1.
The Business Report and Consolidated Financial Statements for the
Company’s 6th Fiscal Year (January 1, 2025 – December 31, 2025) and
results of audits by the Accounting Auditor and the Audit & Supervisory
Committee of the Consolidated Financial Statements
2.
Non-consolidated Financial Statements for the Company’s 6th Fiscal
Year (January 1, 2025 – December 31, 2025)
Matters to be resolved:
Proposal 1: Partial Amendments to the Articles of Incorporation
Proposal 2: Election of Six (6) Directors (Excluding Directors Who Are Audit &
Supervisory Committee Members)
Proposal 3: Election of Four (4) Directors Who Are Audit & Supervisory Committee
Members
Proposal 4:
Renewal of the Large-Scale Purchase Rules of the Company
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Exercise of Voting Rights and Other Matters Regarding the Convocation
(1) Method of exercising voting rights
To exercise your voting rights, please choose one of the three means of attending the meeting in
person on the day of the meeting, sending the Voting Rights Exercise Form by mail, or via the
Internet, etc.
(2) Handling of the voting rights exercised multiple times
If you exercise your voting rights both in writing and via the Internet, etc., your voting rights
exercised via the Internet, etc. shall be deemed valid.
If you exercise your voting rights multiple times via the Internet, etc., the last exercise of your voting
rights will be deemed valid.
(3) Handling of voting rights exercised without indicating approval or disapproval of proposals
If you do not indicate your vote of approval or disapproval of proposals on the Voting Rights
Exercise Form, you will be deemed to have approved the proposals.
(4) Exercise of the voting rights by proxy
If you are unable to attend the meeting in person, another shareholder of the Company entitled to
exercise voting rights may attend as your proxy. Please be advised that such proxy is required to
submit a document certifying authority of the proxy.
(5) Attending in person on the day of the meeting
When attending in person on the day of the meeting, please submit the enclosed Voting Rights
Exercise Form at the reception desk of the meeting venue.
(6) This Notice
Due to amendments to the Companies Act, matters subject to measures for electronic provision, such
as the Reference Documents for the General Meeting of Shareholders, etc., will, in principle, be
made available for viewing on the websites indicated above, and the Company will send paper copies
only to shareholders who have requested them by the record date. However, for this General Meeting
of Shareholders, even shareholders who did not request paper copies are being sent a summarized
paper version containing the content of the Reference Documents for the General Meeting of
Shareholders, etc., which is part of the matters subject to measures for electronic provision.
In addition, shareholders who requested paper copies are being sent documents basically containing
all matters subject to measures for electronic provision. However, even these documents do not
include the following matters, based on the provisions of laws and regulations and Article 17 of the
Articles of Incorporation of the Company. Therefore, these documents are part of the documents that
were audited by the Audit & Supervisory Committee and the Accounting Auditor in preparing audit
reports.
- “Principal Lenders and Amount of Borrowings,” “Other Important Matters Regarding the Current
Status of the Corporate Group,” “Matters Regarding Accounting Auditors,” “Summary of the
System to Ensure Appropriateness of Business Activities and Status of Operations Thereof,” “Basic
Policy Regarding Control of the Company,” and “Policy on Determining Dividends of Surplus” in
the Business Report;
- Consolidated Financial Statements;
- Non-consolidated Financial Statements; and
- “Accounting Auditor’s Report on Consolidated Financial Statements,” “Accounting Auditor’s
Report,” and “Audit Report of the Audit & Supervisory Committee” in the Audit Reports
For details on the Large-Scale Purchase Rules described in “Basic Policy Regarding Control of the
Company” in the Business Report, please refer to the “NOTICE OF THE 3RD ANNUAL
GENERAL MEETING OF SHAREHOLDERS 2023” posted on the websites indicated above.
(7) Revision of the documents, etc.
Should this Notice or matters subject to measures for electronic provision require revision, the fact
that revisions have been made, and the relevant matters before and after the revisions shall be
disclosed on the websites above.
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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Partial Amendments to the Articles of Incorporation
-
Reasons for Amendments
In anticipation of the Group’s entry into the hotel operations business as part of its business
diversification, the Company proposes that a new business purpose be added to Article 2 of the current
Articles of Incorporation.
-
Details of Amendments
The details of the amendments are as follows:
(Amended parts are underlined.)
Current Articles of Incorporation Proposed Amendments
(Purposes) (Purposes)
Article 2 The purpose of the Company shall be
to control and manage the business
activities of companies engaged in the
following businesses, as well as foreign
companies engaged in equivalent
businesses, through the holding of shares
or equity in such companies.
(1) - (15) <Omitted>
(16) Management of hotels and Japanese
inns
(17) - (32) <Omitted>
Article 2 The purpose of the Company shall be
to control and manage the business
activities of companies engaged in the
following businesses, as well as foreign
companies engaged in equivalent
businesses, through the holding of shares
or equity in such companies.
(1) - (15) <Unchanged>
(16) Management and operation of hotels
and Japanese inns
(17) - (32) <Unchanged>
-
The Company may engage in the
businesses listed in the items of the
preceding paragraph.
-
The Company may engage in the
businesses listed in the items of the
preceding paragraph.
Article 3 to Article 41 <Omitted> Article 3 to Article 41 <Unchanged>
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Proposal 2: Election of Six (6) Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)
The terms of office of all seven (7) Directors (excluding Directors who are Audit & Supervisory Committee
Members) will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the
Company proposes that the number of Directors (excluding Directors who are Audit & Supervisory
Committee Members) be decreased by one (1) after reviewing the management framework, and that six
(6) Directors (excluding Directors who are Audit & Supervisory Committee Members) be elected.
The candidates for Directors (excluding Directors who are Audit & Supervisory Committee Members)
are as follows:
No.
Name
(Date of birth)
Career summary, positions, responsibilities,
and significant concurrent positions
Number of
shares of the
Company
held
1
Hideo Tanaka
(February 7, 1950)
[Reappointment]
April 1973
Joined Seibu Real Estate Co., Ltd.
5,359,200
July 1991 Established Tanaka Fudosan Office
October 1992 Joined Houseport Seiyo Co., Ltd. (currently Mizuho
Realty Co., Ltd.)
March 1993 Director of A.D.Works Co., Ltd.
February 1995 Representative Director and President of A.D.Works
Co., Ltd.
April 2020 President and CEO of the Company (current position)
January 2024 Representative Director and Chairman of A.D.Works
Co., Ltd. (current position)
[Significant concurrent positions]
Representative Director and Chairman of A.D.Works Co., Ltd.
Representative Director (Chair), Specified Joint Real Estate Enterprise
Council
[Reason for nomination as candidate for Director]
Mr. Hideo Tanaka has a proven track record of leading the real estate business of A.D.Works Co., Ltd. (whose
sole transfer of shares established the Company) from its start-up phase to the position it has grown into today.
The Company has nominated him as a candidate for Director as it believes that his wealth of management
experience as Representative Director and President, as well as his deep insight into the real estate business are
indispensable for increasing the corporate value of the Group.
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No.
Name
(Date of birth)
Career summary, positions, responsibilities,
and significant concurrent positions
Number of
shares of the
Company
held
2
Toshiya Suzuki
(November 9, 1964)
[Reappointment]
April 1989 Joined Recruit Cosmos Co., Ltd. (currently COSMOS
INITIA Co., Ltd.)
138,604
January 2008
General Manager, Corporate Sales Section of AM
Business Department of COSMOS INITIA Co., Ltd.
November 2009 General Manager, Brokerage Business Department of
COSMOS INITIA Co., Ltd.
October 2013 General Manager, Solutions Business Department and
General Manager, Investment Property Planning and
Development Department of COSMOS INITIA Co.,
Ltd.
October 2014
General Manager, Ownership Section of Leasing
Business Department of COSMOS INITIA Co., Ltd.
October 2015 Executive Officer and General Manager, Business
Planning Office of A.D.Works Co., Ltd.
June 2018 Director, Executive Officer, and General Manager,
Business Planning Division of A.D.Works Co., Ltd.
April 2019 Director, Executive Officer, and General Manager,
Investment Properties Business Division of A.D.Works
Co., Ltd.
April 2020 Director and Senior Executive Officer of the Company
January 2021 Director of the Company
March 2023
Senior Managing Director of the Company (current
position)
January 2024 Representative Director and President of A.D.Works
Co., Ltd. (current position)
[Significant concurrent positions]
Representative Director and President of A.D.Works Co., Ltd.
Representative Director and Chairman of A.D.Partners Co., Ltd.
Director and Chairman of A.D.Works USA, Inc.
Director and Chairman of ADW Management USA, Inc.
[Reason for nomination as candidate for Director]
Mr. Toshiya Suzuki has a wealth of experience in the real estate business, including brokerage, leasing, and
development for corporations, etc., at a major real estate company. He has an excellent track record in the income
property leasing, development, and sales businesses. Since taking office as Representative Director and President
of A.D.Works Co., Ltd., a core subsidiary of the Company, he has significantly contributed to further business
growth and the enhancement of employee engagement. The Company has nominated him as a candidate for
Director as it expects that he will continue to contribute to increasing the Group’s corporate value.
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No.
Name
(Date of birth)
Career summary, positions, responsibilities,
and significant concurrent positions
Number of
shares of the
Company
held
3
Hideo Goto
(May 30, 1963)
[Reappointment]
April 1987 Joined The Sumitomo Bank, Limited (currently
Sumitomo Mitsui Banking Corporation)
–
April 2015
Executive Officer and Head of Investment Banking
Unit of Sumitomo Mitsui Banking Corporation
April 2017 Executive Officer and General Manager, Planning
Department, Wholesale Business Unit of Sumitomo
Mitsui Financial Group, Inc.
May 2018 Managing Executive Officer of SMBC Trust Bank Ltd.
December 2019
Director and Managing Executive Officer of SMBC
Trust Bank Ltd.
Managing Executive Officer of Sumitomo Mitsui
Financial Group, Inc.
June 2021 Outside Director, Member of the Audit and Supervisory
Committee of SMBC Nikko Securities, Inc.
March 2024 Outside Director of TACHIKAWA CORPORATION
(current position)
March 2025 Senior Managing Director and CFO of the Company
(current position)
January 2026
Director and Senior Managing Executive Officer of
A.D.Works Co., Ltd. (current position)
[Significant concurrent positions]
Outside Director of TACHIKAWA CORPORATION
Director and Senior Managing Executive Officer of A.D.Works Co., Ltd.
Representative Director and Chairman of Angel Torch Co., Ltd.
Representative Director and President of JMR Asset Management Co., Ltd.
[Reason for nomination as candidate for Director]
Mr. Hideo Goto has deep knowledge on finance and corporate planning through abundant practical experience at
major financial companies, as well as extensive networks in the financial industry. The Company has nominated
him as a candidate for Director as it expects that he will continue to contribute to increasing the Group’s corporate
value by promoting further expansion and enhancement of the Group’s business based on such knowledge, etc.
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No.
Name
(Date of birth)
Career summary, positions, responsibilities,
and significant concurrent positions
Number of
shares of the
Company
held
4
Haruyasu Yamashita
(January 3, 1967)
[Reappointment]
April 1989 Joined Sumitomo Realty & Development Co., Ltd.
36,355
October 2001 Joined GMAC Commercial Mortgage Japan K.K.
July 2005 Executive Director, Lending Division of UNIFIED
PARTNERS, Ltd.
June 2010 Business Development Executive of AMP Capital
Investors Japan KK
January 2013
Director, Real Estate Finance Department of The Tokyo
Star Bank, Limited
August 2016
General Manager of Finance & Accounting of
A.D.Works Co., Ltd.
April 2020 Group Managing Officer, Finance Division of the
Company
March 2021 Executive Officer, Senior Executive Manager, Finance
Division of the Company
March 2024
Director of the Company (current position)
March 2024 Director and Managing Executive Officer of A.D.Works
Co., Ltd.
January 2026 Director and Senior Managing Executive Officer of
A.D.Works Co., Ltd. (current position)
[Significant concurrent positions]
Director and Senior Managing Executive Officer of A.D.Works Co., Ltd.
Auditor of Angel Torch Co., Ltd.
Representative Director and President of Jupiter Funding Co., Ltd.
[Reason for nomination as candidate for Director]
Mr. Haruyasu Yamashita is highly knowledgeable in both non-recourse and corporate loan financing operations
in general and real estate operations, including development. The Company has nominated him as a candidate for
Director as it expects that he will continue to contribute to increasing the Group’s corporate value by leveraging
his extensive experience and knowledge in the Group’s corporate planning and finance.
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No.
Name
(Date of birth)
Career summary, positions, responsibilities,
and significant concurrent positions
Number of
shares of the
Company
held
5
Taizo Muroya
(July 4, 1976)
[Reappointment]
April 2002 Joined NTT Facilities, Inc.
30,115
August 2005 Joined SBI Partners Co., Ltd.
March 2006 Joined SBI Holdings, Inc.
January 2017
Joined A.D.Works Co., Ltd.
October 2017
General Manager, ARISTO Business Department,
Business Planning Division of A.D.Works Co., Ltd.
April 2019
General Manager, Asset Management Department,
Investment Properties Business Division of A.D.Works
Co., Ltd.
April 2020
Executive Officer and Deputy General Manager,
Investment Properties Business Division of A.D.Works
Co., Ltd.
January 2021
Director, Executive Officer, and General Manager,
Asset Management Division of A.D.Works Co., Ltd.
March 2024
Director of the Company (current position)
January 2025 Director and Managing Executive Officer of A.D.Works
Co., Ltd.
January 2026
Director and Senior Managing Executive Officer of
A.D.Works Co., Ltd. (current position)
[Significant concurrent positions]
Director and Senior Managing Executive Officer of A.D.Works Co., Ltd.
Director of Real Estate Crowdfunding Association for Japan
[Reason for nomination as candidate for Director]
Mr. Taizo Muroya has a wealth of experience in the real estate business, including real estate transactions and
fund management at a major financial services group, as well as experience in the online advertising business. He
also has an excellent track record in the small-lot real estate product business at A.D.Works Co., Ltd. The
Company has nominated him as a candidate for Director as it expects that he will continue to contribute to
increasing the Group’s corporate value with his deep insight and execution skills in formulating growth strategies
and engaging in dialogue with capital markets to enhance corporate value.
- 10 -
No.
Name
(Date of birth)
Career summary, positions, responsibilities,
and significant concurrent positions
Number of
shares of the
Company
held
6
Naoya Ishida
(July 14, 1962)
[New appointment]
[Outside]
[Independent]
April 1985 Joined The Sumitomo Bank, Limited (currently
Sumitomo Mitsui Banking Corporation)
–
April 2008
General Manager, Dojima Corporate Business Office II
of Sumitomo Mitsui Banking Corporation
October 2010 General Manager, Planning Department, Corporate
Banking Unit & Middle Market Banking Unit of
Sumitomo Mitsui Banking Corporation
April 2012
General Manager, Tokyo Chuo Corporate Business
Office II of Sumitomo Mitsui Banking Corporation
October 2013 Managing Director of SMBC Trust Bank Ltd.
April 2016
Senior Managing Director and Senior Managing
Executive Officer of SMBC Trust Bank Ltd.
April 2017 Managing Executive Officer of Sumitomo Mitsui
Financial Group, Inc.
April 2024 Advisor of SMBC Trust Bank Ltd.
July 2025 Advisor of the Company (current position)
[Significant concurrent positions]
None
[Reason for nomination as candidate for Outside Director and expected roles]
Mr. Naoya Ishida has practical experience and extensive knowledge in real estate finance built up over many
years at major financial companies. The Company has nominated him as a candidate for Outside Director as it
expects that he will contribute to increasing the Group’s corporate value through his advice and recommendations
on the Company’s management and business strategies.
Notes: 1. There are no special interests between any of the candidates and the Company.
2. Mr. Ishida is a candidate for Outside Director.
3. Mr. Ishida has entered into an advisory agreement with the Company, under which the advisory fee
is very small, and he is not involved in the execution of the Company’s business. Accordingly, the
Company considers him to be independent. If he is elected as a Director who is not an Audit &
Supervisory Committee Member at this General Meeting of Shareholders, the Company will
terminate the advisory agreement.
4. The Company has entered into a directors and officers liability insurance agreement with an
insurance company, making each candidate an insured. If Mr. Ishida is elected as a Director who is
not an Audit & Supervisory Committee Member at this General Meeting of Shareholders, he will
also be included as an insured under the same agreement. Details of the agreement are given below.
As the directors and officers liability insurance agreement is renewed every year, the Company plans
to renew the agreement after its expiration, following the procedure required by the Companies Act.
- Damages covered in the agreement are those that may arise due to the insured assuming liability
for the execution of his or her duties or receiving a claim related to the pursuit of such liability.
However, claims for damages caused by intent or gross negligence are not covered.
- The insurance premiums are fully paid by the Company.
- Pursuant to the Articles of Incorporation of the Company and Article 427, Paragraph 1 of the
Companies Act, the Company will enter into a liability limitation agreement with Mr. Ishida to limit
his liability for damages under Article 423, Paragraph 1 of the same Act if he is elected as an Outside
Director at this General Meeting of Shareholders. The maximum liability limit under the agreement
is the amount stipulated in laws and regulations.
- If Mr. Ishida is elected as a Director at this General Meeting of Shareholders, the Company will
register him as an independent director with the Tokyo Stock Exchange, Inc.
- The number of shares of the Company held by each candidate is as of January 1, 2026.
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Proposal 3: Election of Four (4) Directors Who Are Audit & Supervisory Committee Members
The terms of office of all three (3) Directors who are Audit & Supervisory Committee Members will expire
at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes that the
number of Directors who are Audit & Supervisory Committee Members be increased by one (1) in order
to strengthen the audit framework, and that four (4) Directors who are Audit & Supervisory Committee
Members be elected.
The proposal has been approved by the Audit & Supervisory Committee.
The candidates for Directors who are Audit & Supervisory Committee Members are as follows:
- 12 -
No.
Name
(Date of birth)
Career summary, positions, responsibilities,
and significant concurrent positions
Number of
shares of the
Company
held
1
Hisashi Tanaami
(September 11, 1954)
[Reappointment]
[Outside]
[Independent]
April 1978 Joined Chiyoda Mutual Life Insurance Company
(currently The Gibraltar Life Insurance Co., Ltd.)
–
February 2001
Joined Matsui Securities Co., Ltd.
June 2002
Director of Matsui Securities Co., Ltd.
February 2004 Managing Director of Matsui Securities Co., Ltd.
June 2005 Member of the Board of Auditors of Monex Beans, Inc.
(currently Monex, Inc.)
June 2005 Full-time Member of the Board of Auditors of Monex
Beans Holdings, Inc. (currently Monex Group, Inc.)
June 2007
Director of Monex, Inc.
June 2007 Director of Monex Group, Inc.
April 2008 Adjunct Lecturer of Hosei University
February 2011
Representative Director & Vice President of Monex,
Inc.
June 2013 Executive Officer of Monex Group, Inc.
April 2017
Vice Chairman, Member of the Board of Monex, Inc.
December 2019 Statutory Auditor of Japan Catalyst, Inc. (current
position)
January 2020
Outside Director (Audit & Supervisory Committee
Member) of Tobila Systems Inc. (current position)
April 2020 Outside Director (Audit & Supervisory Committee
Member) of the Company (current position)
June 2021 Part-time Director of Public Interest Foundation
International Manpower Development Organization,
Japan (current position)
June 2023 Statutory Auditor of Monex Asset Management, Inc.
(current position)
[Significant concurrent positions]
Statutory Auditor of Japan Catalyst, Inc.
Outside Director (Audit & Supervisory Committee Member) of Tobila
Systems Inc.
Part-time Director of Public Interest Foundation International Manpower
Development Organization, Japan
Statutory Auditor of Monex Asset Management, Inc.
[Reason for nomination as candidate for Outside Director who is an Audit & Supervisory Committee Member
and expected roles]
Mr. Hisashi Tanaami has a wealth of experience accumulated while working as a corporate manager and in
investment banking business, etc., at securities companies, and a high level of knowledge of corporate
governance. The Company has nominated him as a candidate for Outside Director who is an Audit & Supervisory
Committee Member as it expects that he will contribute to strengthening the supervisory function of the Board of
Directors by appropriately monitoring and supervising management at the Company.
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No.
Name
(Date of birth)
Career summary, positions, responsibilities,
and significant concurrent positions
Number of
shares of the
Company
held
2
Sachiko Awai
(May 21, 1957)
[Reappointment]
[Outside]
[Independent]
July 1984 Joined Japan Office of U.S. Meat Export Federation
–
January 1991 Joined Estée Lauder Companies (currently ELC Japan
K.K.)
March 1997
Joined NIHON L'ORÉAL K.K.
November 2004 Joined GUERLAIN (LVJ Group)
May 2012 Joined fitfit, inc.
May 2013
President and Representative Director of La Prairie
Japan
January 2019 General Manager, INCOCO Business Department of
Newport Ltd.
January 2019 Part Time Adviser, Natural Water Business Department
of Harves Co., Ltd.
June 2019
Outside Director (Audit & Supervisory Committee
Member) of A.D.Works Co., Ltd.
April 2020
Outside Director (Audit & Supervisory Committee
Member) of the Company (current position)
June 2020 Outside Director of INFOCOM CORPORATION
March 2022
Outside Director (Audit & Supervisory Committee
Member) of BP Castrol K.K. (current position)
June 2023 Outside Director of H.U. Group Holdings, Inc. (current
position)
[Significant concurrent positions]
Outside Director (Audit & Supervisory Committee Member) of BP Castrol
K.K.
Outside Director of H.U. Group Holdings, Inc.
[Reason for nomination as candidate for Outside Director who is an Audit & Supervisory Committee Member
and expected roles]
Ms. Sachiko Awai has experience as a representative director of the Japanese branch of a global company and has
a wealth of marketing experience for foreign brands built up over many years. The Company has nominated her
as a candidate for Outside Director who is an Audit & Supervisory Committee Member as it expects that she will
contribute to strengthening the supervisory function of the Board of Directors by appropriately monitoring and
supervising management at the Company.
- 14 -
No.
Name
(Date of birth)
Career summary, positions, responsibilities,
and significant concurrent positions
Number of
shares of the
Company
held
3
Hiroyuki Somekawa
(July 29, 1958)
[Reappointment]
[Outside]
[Independent]
April 1981 Joined Asahi Mutual Life Insurance Company
–
April 1992 Deputy Manager, Real Estate General Affairs Section,
Real Estate Department of Asahi Mutual Life Insurance
Company
April 1995 Manager, Business Promotion Office, Business
Department of Asahi Mutual Life Insurance Company
April 1996 Chief Secretary, Secretary Department of Asahi Mutual
Life Insurance Company
April 2009
Deputy General Manager in Charge of Human
Resources, General Affairs and Personnel Management
Division of Asahi Mutual Life Insurance Company
April 2012
General Manager, Internal Audit Department of Asahi
Mutual Life Insurance Company
July 2015 Standing Statutory Auditor of Asahi Mutual Life
Insurance Company
January 2022 Auditor of A.D.Works Co., Ltd. (current position)
March 2024 Outside Director (Audit & Supervisory Committee
Member) of the Company (current position)
[Significant concurrent position]
Auditor of A.D.Works Co., Ltd.
[Reason for nomination as candidate for Outside Director who is an Audit & Supervisory Committee Member
and expected roles]
Mr. Hiroyuki Somekawa has experience in the internal audit department and as a Standing Statutory Auditor of a
major life insurance company. The Company has nominated him as a candidate for Outside Director who is an
Audit & Supervisory Committee Member as it expects that he will help strengthen the supervisory function of
the Board of Directors by giving advice to the Group from the perspective of the financial industry and
appropriately monitoring and supervising management.
- 15 -
No.
Name
(Date of birth)
Career summary, positions, responsibilities,
and significant concurrent positions
Number of
shares of the
Company
held
4
Sawako Ueno
(August 12, 1964)
[New appointment]
[Outside]
[Independent]
April 1988 Joined The Dai-Ichi Kangyo Bank, Limited (currently
Mizuho Bank, Ltd.)
–
October 1996
Joined Showa Ota & Co. (currently Ernst & Young
ShinNihon LLC)
October 2008 Partner, Ernst & Young ShinNihon LLC
September 2017
Joined Deloitte Touche Tohmatsu LLC as Partner
September 2020
Director of Deloitte Touche Tohmatsu LLC
January 2021 Securities and Exchange Criminal Investigator,
Criminal Investigation Division, Securities and
Exchange Surveillance Commission Executive Bureau
of the Financial Services Agency
April 2023
Established Sawako Ueno CPA Office; Representative
June 2023
Outside Audit & Supervisory Board Member of
Morinaga & Co., Ltd. (current position)
June 2023
Outside Statutory Auditor of AIRPORT FACILITIES
CO., LTD. (current position)
March 2024 Outside Director (Member of the Audit Committee) of
SUMIDA CORPORATION (current position)
November 2025 Representative Director of Japan Integrity Co., Ltd.
(current position)
[Significant concurrent positions]
Outside Audit & Supervisory Board Member of Morinaga & Co., Ltd.
Outside Statutory Auditor of AIRPORT FACILITIES CO., LTD.
Outside Director (Member of the Audit Committee) of SUMIDA
CORPORATION
[Reason for nomination as candidate for Outside Director who is an Audit & Supervisory Committee Member
and expected roles]
Ms. Sawako Ueno has expertise as a certified public accountant, as well as a wealth of experience as a partner
and director of major audit firms, a securities and exchange criminal investigator at the Financial Services Agency,
and a corporate auditor of major companies. The Company has nominated her as a candidate for Outside Director
who is an Audit & Supervisory Committee Member as it expects that she will contribute to strengthening the
supervisory function of the Board of Directors by appropriately monitoring and supervising management at the
Company.
Notes: 1. There are no special interests between any of the candidates and the Company.
2. All of the candidates are candidates for Outside Directors.
3. Ms. Ueno previously worked at Ernst & Young ShinNihon LLC, the Company’s accounting auditor,
but has since left the firm. The Company has determined that there are no concerns regarding her
independence.
4. The Company has entered into a directors and officers liability insurance agreement with an
insurance company, making Mr. Tanaami, Ms. Awai, and Mr. Somekawa the insureds. If Ms. Ueno
is elected as a Director who is an Audit & Supervisory Committee Member at this General Meeting
of Shareholders, she will also be included as an insured under the same agreement. (Details of the
agreement are given below.) In addition, as the directors and officers liability insurance agreement
is renewed every year, the Company plans to renew the agreement after its expiration, following the
procedure required by the Companies Act.
-
Damages covered in the agreement are those that may arise due to the insured assuming liability
for the execution of his or her duties or receiving a claim related to the pursuit of such liability.
However, claims for damages caused by intent or gross negligence are not covered.
-
The insurance premiums are fully paid by the Company.
-
16 -
- Pursuant to the Articles of Incorporation of the Company and Article 427, Paragraph 1 of the
Companies Act, the Company has entered into a liability limitation agreement with Mr. Tanaami,
Ms. Awai, and Mr. Somekawa to limit their liabilities for damages under Article 423, Paragraph 1
of the same Act. The maximum liability limit under the agreement is the amount stipulated in laws
and regulations. If the above-mentioned candidates are elected as Directors who are Audit &
Supervisory Committee Members at this General Meeting of Shareholders, the Company will
continue said agreement with them. In addition, if Ms. Ueno is elected as a Director who is an Audit
& Supervisory Committee Member at this General Meeting of Shareholders, the Company will enter
into the same agreement with her.
- The Company has registered Mr. Tanaami, Ms. Awai, and Mr. Somekawa as independent directors
with the Tokyo Stock Exchange, Inc. If the candidates are elected as Directors who are Audit &
Supervisory Committee Members at this General Meeting of Shareholders, the Company will
continue to make them independent directors. In addition, if Ms. Ueno is elected as a Director who
is an Audit & Supervisory Committee Member at this General Meeting of Shareholders, the
Company will register her as an independent director with the Tokyo Stock Exchange, Inc.
- Mr. Tanaami and Ms. Awai will have served for six years as Outside Directors (Audit & Supervisory
Committee Members) of the Company at the conclusion of this General Meeting of Shareholders.
Mr. Somekawa will have served for two years as an Outside Director (Audit & Supervisory
Committee Member) of the Company at the conclusion of this General Meeting of Shareholders.
Furthermore, Ms. Awai has once served as an Outside Director (Audit & Supervisory Committee
Member) at the Company’s subsidiary A.D.Works Co., Ltd., and Mr. Somekawa currently serves as
an Auditor at A.D.Works Co., Ltd.
- The number of shares of the Company held by each candidate is as of January 1, 2026.
- 17 -
(Reference)
Skill Matrix of the A.D.Works Group’s Board of Directors
If Proposals 2 and 3 are approved as originally proposed, skills, etc. possessed by the Company’s Board
of Directors will be as follows.
Skills, Experience and
Knowledge Expected to Be
Possessed by Directors
Hideo
Tanaka
Toshiya
Suzuki
Hideo
Goto
Haruyasu
Yamashita
Taizo
Muroya
Naoya
Ishida
Hisashi
Tanaami
Sachiko
Aw a i
Hiroyuki
Somekawa
Sawako
Ueno
[Internal] [Internal] [Internal] [Internal] [Internal]
[Independ
ent]
[Outside]
[Independ
ent]
[Outside]
[Independ
ent]
[Outside]
[Independ
ent]
[Outside]
[Independ
ent]
[Outside]
1)
Corporate
Management
● ● ● ● ● ●
2)
Finance/Accounting
● ● ● ●
3)
Legal Affairs/Risk
Management
● ● ● ● ● ●
4)
Global
● ● ● ●
5)
IT/DX
● ● ●
6)
Human Resource
Development/Strategy
● ● ● ● ● ●
7)
Sustainability/ESG
● ● ● ●
8)
Real Estate Business
● ● ● ● ● ● ●
9)
Financial Business
● ● ● ● ● ●
- 18 -
Overview of respective skills is given below.
- Corporate Management
Have experience in corporate management at a listed company or its core
subsidiaries as a member of a senior management team (representative
director, director with management positions, or other similar position).
- Finance/Accounting
Have knowledge on accounting, finance, tax affairs, etc., as well as skills
to support corporate management from a financial perspective.
Legal Affairs/Risk
Management
Have knowledge on legal affairs, compliance, etc., as well as skills to
manage risks related to management activities and business promotion.
4) Global
Have a macroeconomic view and knowledge on global business, as well
as skills to lead business.
5) IT/DX
Have skills to move forward with improvement of company-wide
business processes and transformation of business models by using IT
and DX, and through DX.
6)
Human Resource
Development/Strategy
Have a wealth of experience related to company-wide human resource
education and development, as well as skills to strengthen human
capital.
7) Sustainability/ESG
Have knowledge on environmental issues and social needs, as well as a
perspective of sustainability management for solving social issues
through business and for sustainable corporate growth.
8) Real Estate Business
Have a wealth of knowledge and experience related to real estate, as well
as skills to flexibly develop the real estate business in line with changes
in the times.
9) Financial Business
Have a wealth of knowledge and experience related to finance, as well
as skills to plan and promote the financial business toward expansion of
the Company’s business portfolio.
The Company evaluates capabilities, experience, etc. of individual Directors according to this Matrix so as
to pursue a system in which all of these functions are satisfied by the Board of Directors as a whole.
To enhance the diversity and supervisory functions of the Board of Directors, Outside Directors must
supplement the skills, experience, etc. of the Internal Executive Directors. To that end, this Matrix is used as an
important material for considering the selection of new candidates for Directors, to ensure an even balance of
knowledge and experience among the Outside Directors so as to establish a structure in which the overall
functions of the Board of Directors of the Company are well-balanced.
- 19 -
Proposal 4: Renewal of the Large-Scale Purchase Rules of the Company
The Company’s Large-Scale Purchase Rules were approved for renewal at the Company’s Annual General
Meeting of Shareholders held on March 28, 2023, as an initiative aimed at maintaining and enhancing
corporate value and the common interests of shareholders. The Rules have remained unchanged up to this
date.
The Company proposes that the Large-Scale Purchase Rules be renewed at this General Meeting of
Shareholders.
-
Need for Continuation and Renewal
Not all of the stock accumulations and proposals for the adoption of fundamental, drastic and important
management strategies of the Company or for the adoption of a management structure to drive these
strategies, made by a Large-Scale Purchaser (the detailed definition is as set forth in “(1) Subject of the
Large-Scale Purchase Rules” in “3. Details of the Large-Scale Purchase Rules;” the same applies
hereinafter) with respect to the Company necessarily lead to the maintenance and improvement of the
corporate value of the Company and common interests of shareholders.
It is important that necessary and sufficient information be provided by the Large-Scale Purchaser so that
shareholders can appropriately judge on their own responsibility whether such proposal truly contributes to
the maintenance and enhancement of the Company’s corporate value and the common interests of
shareholders, and that shareholders have a reasonable period of time for deliberation.
The Board of Directors of the Company has determined that the Company needs to renew the current
Rules in the light of the need to be prepared for the above.
-
Overview of the Amendment due to Continuation and Renewal
The basic content is the same as the Large-Scale Purchase Rules previously introduced.
-
Details of the Large-Scale Purchase Rules
(1) Subject of the Large-Scale Purchase Rules
The “Large-Scale Purchases, etc.” that are subject to the Large-Scale Purchase Rules are:
(i) Purchases of the Company’s share certificates, etc. (Note 1) (including but not limited to the
commencement of a tender offer) aimed at making the voting rights ratio (Note 2) of a specific
shareholder group (Note 3) 20% or more;
(ii) Purchases of the Company’s share certificates, etc. (including but not limited to the commencement
of a tender offer) that result in the voting rights ratio of a specific shareholder group becoming 20%
or more; or
(iii)Regardless of whether or not the actions stipulated in (i) or (ii) above are implemented, (I) actions
conducted between a specific shareholder group seeking to acquire the Company’s share certificates,
etc. and other shareholders of the Company (including cases where there are multiple such
shareholders; the same applies hereinafter in this (iii)), and agreements or other actions that result in
such other shareholders becoming joint holders with such specific shareholder group, or any actions
(Note 4) that establish a relationship (Note 5) where one party substantially controls the other or
where they act jointly or in coordination between such specific shareholder groups and such other
shareholders, and (II) actions where the total share certificate, etc. holding ratio of such specific
shareholder groups and such other shareholders with respect to share certificates, etc. issued by the
Company becomes 20% or more.
However, Large-Scale Purchases to which the Board of Directors of the Company agrees shall be
excluded from the application of the Large-Scale Purchase Rules.
“Large-Scale Purchaser” means, as described above, a person who conducts or intends to conduct
such Large-Scale Purchases, etc. alone or jointly or in coordination with other persons.
-
20 -
(2) Information provision
Initially, if the Board of Directors of the Company determines it to be necessary, the Large-Scale
Purchaser must provide the Board of Directors of the Company with adequate information for the
decision-making by the shareholders of the Company and the opinion formation by the Board of
Directors of the Company (hereinafter referred to as the “Information”). The items to be included are as
listed below (including but not limited to said items).
(i ) Overview (including information on the specifics of the capital structure, lines of business, financial
results for the past three (3) years, track record in the same category of business as the Company’s,
and other matters) of the Large-Scale Purchaser and its group (including major shareholders or
equity interests, important related companies, joint holders, quasi joint holders, specially related
parties, and details on each partner and other members in the case of funds; hereinafter the same
shall apply);
(ii) Specifics of the holding status of all securities (securities as set forth in Article 2, Paragraph 2 of
the Financial Instruments and Exchange Act; hereinafter the same shall apply) issued by the
Company and held by the Large-Scale Purchaser and its group, the status (including the nature of
transactions, prices, the venues and methods of these, and the counterparties to these) of all
transactions (including derivatives transactions, lending and borrowing transactions, and
collateralization) relating to the Company’s securities carried out by the Large-Scale Purchaser and
its group in the past sixty (60) days, and all contracts, arrangements and agreements (including oral
ones and regardless of the feasibility of their execution) entered into by the Large-Scale Purchaser
and its group relating to the Company’s securities, and, in the case of scheduled agreements, their
specific contents, such as the type of such scheduled agreements, the counterparties to the contracts,
and the quantity of the applicable Company’s shares;
(iii) Specifics of investment and financing within the past ten (10) years, and whether or not the Large-
Scale Purchaser and its group fall under the definition of “foreign investors” as set forth in Article
26, Paragraph 1 of the Foreign Exchange and Foreign Trade Act (hereinafter referred to as the
“Foreign Exchange Act”) and information on the basis for this;
(iv) Specifics of the internal control system of the Large-Scale Purchaser and its group, and whether or
not the system is effective and its status;
(v) Purposes of the Large-Scale Purchase, etc. (the acquisition of control or participation in
management, pure investment or strategic investment, transfer, etc. to a third party of the
Company’s share certificates, etc. after the Large-Scale Purchase, etc. or material proposals
(meaning material proposals as set forth in Article 27-26, Paragraph 1 of the Financial Instruments
and Exchange Act, Article 14-8- 2, Paragraph 1 of the Order for Enforcement of the Financial
Instruments and Exchange Act, and Article 16 of the Cabinet Office Ordinance on Disclosure of
the Status of Large-Volume Holdings in Share Certificates, etc.); in the case of other purpose, such
purpose and its overview are included; in the case of multiple purposes, all of the purposes must be
stated), and the methods and specifics of the Large-Scale Purchase, etc. (including the class and
number of the Company’s share certificates, etc. scheduled to be acquired through the Large-Scale
Purchase, etc.; the amount and kind of consideration in the Large-Scale Purchase, etc.; the timing
of the Large-Scale Purchase, etc.; the mechanism of the relevant transactions; the legitimacy of the
method used for the Large-Scale Purchase, etc. and the feasibility of carrying out the Large-Scale
Purchase, etc.; and the like);
(vi) Whether or not there has been any communication of intent with any third party on the occasion of
the Large-Scale Purchase, etc. (including any communication of intent relating to a material
proposal as set forth in Article 27-26, Paragraph 1 of the Financial Instruments and Exchange Act
to the Company; hereinafter the same shall apply), and if there has been a communication of intent,
the particular form and specifics of same;
-
21 -
(vii) The basis for calculation of consideration for the purchase of the Company’s shares and the
circumstances of the calculation (including the facts and assumptions underlying the calculation;
the calculation methods; the amount of information used in the calculation; and specifics of any
synergy or dis-synergy expected to result from the set of transactions relating to the Large-Scale
Purchase, etc.; the name of third parties if the third-party opinions have been heard during the
calculation process and information on the third parties, an overview of opinions, as well as the
circumstances in which the price was determined in consideration of the opinion);
(viii)Proof of available funds for the purchase of the Company’s shares (including the specific names of
providers (including substantial providers) of funds, procurement methods and the particulars of
relevant transactions);
(ix) Management policy, corporate management candidates (including information on the candidates’
experience in the same business category as the Company and the Company group, etc.), business
plan, financial plan, capital policy, dividend policy, measures for utilization of assets, etc. that can
be expected after participation in the Company’s management;
(x) Measures to increase the Company’s corporate value in a continuous and stable manner scheduled
to be put in place after completion of the Large-Scale Purchase, etc. and basis on which these
measures will increase the Company’s corporate value;
(xi) Whether or not there will be any changes scheduled following completion of the Large-Scale
Purchase, etc. with respect to the shareholders (except for the Large-Scale Purchaser and its group)
of the Company, and stakeholders of the Company group such as employees, business partners and
customers, as well as the specifics of same;
(xii) Specific measures to prevent conflicts of interests between the Large-Scale Purchaser and its group
and other shareholders of the Company;
(xiii)Information on whether or not there are relations (regardless of whether direct or indirect) between
the Large-Scale Purchaser and its group and anti-social forces or terrorism-related organizations
and, should there be such relations, the specifics of same;
(xiv) Actual results of corporate acquisitions, capital tie-ups, etc. that the Large-Scale Purchaser and its
group have accomplished over the past five (5) years (including information on the specific names
and lines of business of counterparties to these corporate acquisitions, capital tie-ups, etc.;
shareholders of said companies; the circumstances up to the execution of such capital tie-ups, etc.;
changes in performance of the counterparties after the execution; and any specifics of synergies
realized by the counterparties);
(xv) Overview (including the addresses, names, etc.) of individuals, corporations, and organizations that
provide funds of any form for purchase, regardless of the name such as capital and investment to
the Large-Scale Purchaser and its group for the purpose of ultimately receiving economic benefits
through the Large-Scale Purchase; any policy on recovering capital invested in the Large-Scale
Purchase;
(xvi) Other information that the Board of Directors and Special Committee of the Company reasonably
determine to be necessary.
As the specifics of the Information may differ depending on the details of the Large-Scale Purchase,
etc., if a Large-Scale Purchaser intends to carry out a Large-Scale Purchase, etc., the Large-Scale
Purchaser shall first submit a letter of intent addressed to the Representative Director of the Company
to the effect that it will be subject to the Large-Scale Purchase Rules and stating the following items:
i Name, address, and location of the head office of the Large-Scale Purchaser and its group;
ii History for the past ten (10) years, whether or not any act of breach of laws and regulations
has been committed over the past ten (10) years and the specifics thereof;
iii Names of representative and executives of the Large-Scale Purchaser and its group, their career
record over the past ten (10) years, the occurrence of violations of laws and regulations within
the past ten (10) years and details thereof;
-
22 -
iv Purposes of business and business description of the Large-Scale Purchaser and its group;
v Major shareholders and major investees of the Large-Scale Purchaser and its group (top ten
(10) in terms of investment ratios and an overview of substantial shareholders);
vi Domestic contact information;
vii In the case of a foreign corporation, governing laws of incorporation;
viii Names, locations of head office, lines of business of major investees and shareholding ratios
or investing ratios in the major investees; and
ix Overview of the proposed Large-Scale Purchase, etc.
The Representative Director of the Company will deliver to the Large-Scale Purchaser a list of the
Information that the Large-Scale Purchaser needs to initially provide to the Company within ten (10)
business days following the receipt of the letter of intent. If the Board of Directors of the Company, upon
examining the information initially provided to the Company by the Large-Scale Purchaser, finds this to
be insufficient, it will request the Large-Scale Purchaser to provide additional information until said
Information is complete. All or part of the fact of a proposal for the Large-Scale Purchase, etc. and the
Information provided to the Board of Directors of the Company will be disclosed in a timely manner, in
principle.
The letter of intent, and materials such as the Information, or requests that the Large-Scale Purchaser
submits to the Company, the Representative Director of the Company, etc. must be prepared in Japanese
only.
(3) Examination of information and expression of opinions, etc.
Secondly, the Board of Directors of the Company will have ninety (90) business days (provided, however,
that if the Board of Directors of the Company receives a recommendation from the Special Committee
and considers it necessary to do so because of such reasons as difficulty in judging the sufficiency of the
consideration and the reasonableness of the proposal for purchase, the Board of Directors may extend
the above period by up to thirty (30) business days, in which case, the Company will disclose the period
and the grounds for the extension) as a period for evaluation, examination, negotiations, arriving at
opinions and drawing up of alternative proposals by the Board of Directors (hereinafter referred to as
the “Period for Evaluation by the Board of Directors”) after the Large-Scale Purchaser has provided the
Information to the Board of Directors of the Company.
The Company has set the Period for Evaluation by the Board of Directors at ninety (90) business days
for the following reasons. In addition, it is believed that this is consistent with the principle of
“Respecting the Intent of Shareholders and Ensuring Transparency” indicated in the Ministry of
Economy, Trade and Industry’s “Guidelines for Corporate Takeovers,” as well as the purport of necessity,
reasonableness, appropriate procedures, and accountability required by the Corporate Governance Code
(Principle 1.5), and also conforms to the points of attention in the Tokyo Stock Exchange’s prior
consultation guidance on matters such as avoidance of excessive long periods and clarification of
procedure content.
The Company is engaged not only in the acquisition, regeneration, and sale of real estate, but also in
businesses such as the small-lot real estate business and office unit sales business involving long-term
asset management for investors, as well as the finance arrangement business providing long-term
consultation on capital policies for listed companies, etc. Therefore, in evaluating a Large-Scale
Purchase proposal, it is essential to carefully proceed with obtaining the consent of stakeholders while
verifying the sustainability of each business and each project, and we recognize that without doing so,
the Board of Directors cannot provide a level of justification that is explainable to shareholders.
Moreover, in the small-lot real estate business and office unit sales business, the Company bears
fiduciary responsibility to over 2,500 investors, and it is necessary to evaluate the impact on operational
sustainability, mid-term operations, and exit strategies for each product. Furthermore, if the Large-Scale
Purchase proposal includes a short-term recovery or leverage orientation, it is necessary to conduct risk
verification and check for any discrepancies with the initial product design or investor expectations.
-
23 -
Moreover, as the Group conducts business in Japan and overseas, and in evaluating the impact of a
Large-Scale Purchase, it is necessary to collaborate with multi-layered stakeholders such as tenants,
PM/AM operators, lenders, and trustees for each property, project, and location, and to conduct cross-
location verification and consensus building, which requires a certain period due to geographical and
practical constraints.
In addition, as of the end of December 2025, according to the Company’s shareholder register, the
shareholder composition of the Company is approximately 70% (approximately 17,000 persons)
individual investors on a voting rights basis. The Board of Directors has the responsibility to balance the
formation of opinions, including the formulation and comparative evaluation of alternative proposals to
the purchase proposal, and careful information disclosure to enable a large number of shareholders to
understand equally and sufficiently, and considering the above actual situation of the Company, it is
believed that the deliberation by the Board of Directors requires a considerable period of time. In
addition, it is believed that ensuring a certain degree of equal and sufficient information review period
for shareholders even after the Board of Directors discloses information is essential for their appropriate
judgment. Under these circumstances, the Board of Directors of the Company requires diligent processes
of evaluation and examination of the Large-Scale Purchaser and the proposals for purchase, negotiations,
arriving at opinions, and drawing up of alternative proposals by the Board of Directors, in light of the
relationships with stakeholders such as shareholders, business partners and customers, the provisions of
various laws and regulations relevant to business, the jobs of employees, and other factors, and must
carefully examine the effects of a Large-Scale Purchase, etc. on corporate value. The Period for
Evaluation by the Board of Directors has therefore been set at ninety (90) business days.
The Board of Directors of the Company will, during the Period for Evaluation by the Board of
Directors, duly evaluate and examine the Information provided, and conscientiously compile and
announce the opinion of the Board of Directors of the Company.
In such a case, the Board of Directors’ opinion will comprise any of the following: 1) implementation
of countermeasures, 2) no implementation of countermeasures, or 3) convocation of a general meeting
of shareholders to ascertain shareholders’ will. That is, the requirements for implementing
countermeasures if the Large-Scale Purchaser complies with the Large-Scale Purchase Rules would
apply to the case where it is reasonably determined that the Large-Scale Purchase, etc. would
significantly impair the Company’s corporate value or the common interests of shareholders as stated in
- (2) below. If the Board of Directors arrives at such a determination, it will decide to 1) implement
countermeasures. Meanwhile, if it is difficult to determine whether or not the Large-Scale Purchase, etc.
would significantly impair the Company’s corporate value or the common interests of shareholders, the
Board of Directors will decide 3) to convene a general meeting of shareholders to ascertain shareholders’
will. Furthermore, if none of the above cases is applicable, the Board of Directors will decide 2) not to
implement countermeasures.
In making the determination as stated above, the Board of Directors will pass a resolution that accords
the utmost respect to the recommendation of the Special Committee (as stated in 5. below) and announce
this resolution.
Additionally, the Board of Directors of the Company may, as needed, conduct negotiations with the
Large-Scale Purchaser to improve the terms and conditions regarding the Large-Scale Purchase or
submit its alternative proposal to shareholders of the Company.
(4) General meeting of shareholders
If the Board of Directors of the Company decides to convene a general meeting of shareholders to
ascertain shareholders’ will, it will immediately make an announcement to that effect after determining
the details of specific countermeasures, promptly convene a general meeting of shareholders, and place
on the agenda whether or not to implement specific countermeasures (provided, however, that if the
Board of Directors of the Company determines it to be more expeditious and appropriate to place this
item on the agenda of a general meeting of shareholders already scheduled to be held, taking into
- 24 -
consideration practical procedures and other matters, the Board of Directors of the Company will place
this item on the agenda at said general meeting of shareholders).
In making the determination as stated above, the Board of Directors will pass a resolution that accords
the utmost respect to the recommendations of the Special Committee (as stated in 5. below).
(5) Possible commencement period of the Large-Scale Purchase, etc.
The Large-Scale Purchase, etc. shall be allowed to commence only after the Board of Directors of the
Company has resolved whether or not to implement the allotment of share options without contribution
or after an agenda item on the implementation of countermeasures at a general meeting of shareholders
has been rejected, if the Board of Directors places on the agenda at a general meeting of shareholders an
item concerning whether or not to implement countermeasures. Until such time, no Large-Scale
Purchase, etc. may be made.
(6) When it is determined that the proposal does not constitute a Large-Scale Purchase, etc. that would
impair corporate value
If the Board of Directors of the Company determines, as a result of the evaluation and examination in
(3) above or even prior to same, that the Large-Scale Purchase etc. by the Large-Scale Purchaser would
not significantly impair the Company’s corporate value or the common interests of shareholders, it will
immediately resolve and announce to the effect that countermeasures will not be implemented.
- Policy on Responses to the Large-Scale Purchase
(1) When the Large-Scale Purchaser fails to comply with the Large-Scale Purchase Rules
If the Large-Scale Purchase Rules are not complied with by the Large-Scale Purchaser, regardless of the
specific acquisition method, the Board of Directors of the Company may exercise what is permitted by
the Companies Act and other laws (including laws after enforcement at the time of countermeasures)
and the Company’s articles of incorporation for the purpose of protecting the interests of the Company
and all its shareholders, and counter the Large-Scale Purchase, etc. Regarding what specific measures to
take, it will select the issuance of share options with main conditions attached such as discriminatory
exercise conditions and acquisition clauses with the content below, or what the Board of Directors of the
Company judges most appropriate at that time, and in that decision, the Board of Directors of the
Company will properly respect the recommendations obtained by consulting the Special Committee (as
stated in 5. below).
i Number of Share Options
The number shall be determined by the Board of Directors of the Company.
ii Shareholders entitled to receive allotment of Share Options
Share Options shall be allotted without contribution at the rate of one (1) Share Option for one (1)
share of the Company held by shareholders other than the Company registered on the last register
of shareholders of the Company on the date of allotment.
iii Effective date of allotment of Share Options without contribution
This date shall be separately determined by a resolution on the allotment of Share Options without
contribution.
iv Number of shares underlying Share Options
The number of shares (even if the Company becomes a company issuing class shares in the future,
- the Company’s shares to be issued at the time of exercise of the Share Options and 2) shares to
be delivered in exchange for acquisition of Share Options shall refer to the same class of shares as
shares (common shares) currently issued at the commencement of a general meeting of shareholders
of the Company; Book-entry transfer shares set forth in Article 128, Paragraph 1 of the Act on Book-
Entry Transfer of Corporate Bonds and Shares) underlying one (1) Share Option shall be one (1),
unless this is separately adjusted.
v Value of assets to be paid in at the time of exercise of Share Options
-
25 -
The instrument of payment at the time of exercise of Share Options shall be cash, and the value of
assets per share of the Company to be paid in at the time of exercise of Share Options shall be one
(1) yen or more and separately specified by a resolution on the allotment of Share Options without
contribution up to an amount of half the market value of one (1) share of the Company’s shares. The
term “market value” means an amount equivalent to the average closing price (including quotes) on
all trading days for ordinary transactions of the Company’s common shares on the Tokyo Stock
Exchange for the period of the past ninety (90) days (excluding non-trading days) prior to a
resolution on the allotment of Share Options without contribution. Any fraction of less than one (1)
yen shall be rounded up.
vi Exercise period of Share Options
The exercise period shall be defined separately by a resolution on the allotment of Share Options
without contribution within not less than one (1) month and not more than six (6) months, and the
commencement date of the exercise period shall be the effective date of the allotment of Share
Options without contribution or a date separately specified by a resolution on the allotment of Share
Options without contribution.
vii Terms and conditions for exercise of Share Options
The parties stipulated in (a) through (f) below (hereinafter collectively referred to as the
“Unqualified Parties”) may not exercise Share Options in principle. However, if approved by the
Company’s Board of Directors, they shall be excluded from Unqualified Parties.
(a) Specific large-scale holders (Note 6);
(b) Joint holders of (a);
(c) Specific large-scale purchasers (Note 7);
(d) Specially related parties of (c);
(e) Any party that has acquired or inherited Share Options without approval from the Board of
Directors of the Company from a party stipulated in (a) through (d) above; or
(f) Related party of the party to which (a) through (e) above are applicable (Note 8)
In addition, non-residents who require prescribed procedures by exercising the Share Options
under applicable foreign laws and regulations (hereinafter collectively referred to as “non-
residents”) cannot, in principle, exercise the Share Options. However, the Share Options held by
non-residents will also be subject to acquisition by the Company in exchange for the Company’s
shares as per ix (b) below, on the condition that it is confirmed not to conflict with applicable laws
and regulations.
viii Restriction on transfer of Share Options
Acquisition of Share Options by transfer is subject to approval by the Board of Directors of the
Company.
ix Causes for acquisition of Share Options
(a) The Company may, at any time up to one (1) day before the initial date of the period for
exercise of Share Options, acquire free of charge all of the Share Options on a date separately
specified by the Board of Directors of the Company.
(b) The Company may, on the date separately specified by the Board of Directors of the Company,
acquire all of the Share Options that have not been exercised and that are held by parties other
than the Unqualified Parties and in exchange issue one (1) share of the Company’s common
share per Share Option (unless separately adjusted).
In addition, if the Board of Directors of the Company acknowledges that there remain parties
other than the Unqualified Parties from among the parties that hold Share Options on and after
the date of said acquisition, the Company may acquire all of the Share Options that have not
been exercised until one (1) day before the date specified by the Board of Directors of the
Company held by the parties other than the Unqualified Parties and in exchange issue the
-
26 -
number of shares of the Company entitled per Share Option on the date specified by the Board
of Directors of the Company after the above date of acquisition. The same shall apply thereafter.
(c) The Company may, on the date separately specified by the Board of Directors of the Company
on and after the effective date for the gratis allotment of Share Options, acquire all of the Share
Options held by the Unqualified Parties and in exchange issue the same number of share
options that the Unqualified Parties will not be permitted to exercise in principle (Note 9) as
consideration for the Share Options acquired (the Company does not plan to deliver cash as
consideration for the acquisition of the Share Options themselves held by Unqualified Parties).
In addition, Share Options to be so issued may have a certain acquisition clause attached, and
other details shall be specified by a resolution on the gratis allotment of Share Options.
(d) Otherwise, cases where the Company may acquire the Share Options and terms and conditions
thereof shall be separately specified by a resolution on the allotment of Share Options without
contribution.
x Issuance of Share Options in the case of merger, absorption-type company split, incorporation-type
company split, share exchange and share transfer
The above shall be separately specified by a resolution on the allotment of Share Options without
contribution.
xi Issuance of share option certificates
Share option certificates representing Share Options shall not be issued.
xii Others
Other specifics of Share Options shall be as separately stipulated by a resolution on the allotment of
Share Options without contribution.
(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 not, in principle, take countermeasures against the Large-Scale Purchase, etc., even
if it opposes the Large-Scale Purchase, etc., while there is a possibility that it will submit an alternative
proposal, negotiate with the Large-Scale Purchaser, or seek to persuade the Company’s shareholders,
etc.
However, even if the Large-Scale Purchase Rules are complied with, if the Special Committee
determines that the Large-Scale Purchase, etc. would significantly impair the Company’s corporate value
or the common interests of the Company’s shareholders (as described in the examples in (i) to (ix) below),
and the Special Committee recommends that the Company’s Board of Directors implement
countermeasures, the Board of Directors may implement countermeasures to protect the Company’s
corporate value and the interests of its shareholders.
(i ) Where it is determined that the purchase is being carried out without a bona fide intent to participate
in the management of the Company, but rather for the purpose of forcing the Company or parties
related to the Company to buy back the shares at an inflated stock price;
(ii) Where it is determined that there exists the objective of so-called “scorched management” by, e.g.,
temporarily controlling the management of the Company and having the Company’s intellectual
property, know-how, trade secrets, or major business partners and customers, etc., which are
essential to the Company’s business operations, transferred to the party proposing the purchase and
its group companies;
(iii) Where it is determined that there exists the objective of inappropriately utilizing the assets of the
Company as collateral or source of funds for repayment of the obligations of the party proposing
the purchase and its group companies, etc. after taking control over the management of the
Company;
(iv) Where it is determined that there exists the objective of temporarily controlling the management of
the Company and selling or otherwise disposing of its real properties, securities, and other assets
- 27 -
that are not currently related to the business of the Company, and having the Company use the
proceeds from said sale to distribute elevated dividends temporarily, or selling the Company’s
shares at an inflated price, taking advantage of the timing of a sudden rise in the stock price due to
temporarily elevated dividend payments;
(v ) Where it is determined that the Company’s shareholders are likely to be effectively forced to sell
their shares such as in the event of a Large-Scale Purchase, etc. of the Company’s shares, with a
view to implementing a coercive two-stage purchase (purchase of shares including a tender offer,
whereby no solicitation to purchase all of the shares is made in the initial purchase and the terms
of the second-stage purchase are established more disadvantageously or are not clarified);
(vi) Where the terms and conditions (including the amount and type of consideration; timing of
purchase, etc.; legality of method of purchase, etc.; feasibility of purchase, etc.; policies on
treatment of customers, business partners and employees of the Company Group and other
stakeholders relating thereto after the purchase, etc.; and others) of a purchase, etc. are inadequate
or inappropriate in light of the Company’s intrinsic value;
(vii) Where a Large-Scale Purchase, etc. is by so-called anti-social forces or individuals or organizations
controlled by or involved with such forces;
(viii)Where it is determined that the management policies and business plans of the Large-Scale
Purchaser subsequent to the Large-Scale Purchase, etc. are highly unreasonable; and
(ix) Where it is determined that the management policies and business plans of the Large-Scale
Purchaser are notably inferior to those (including an alternative proposal on management policies
and business plans after the Large-Scale Purchase, etc. by the Large-Scale Purchaser) of the Board
of Directors of the Company.
The Board of Directors of the Company shall, at the time of the above implementation of
countermeasures, receive a recommendation from the Special Committee acknowledging that the
implementation of countermeasures would be reasonable due to such reasons as it would not
significantly disadvantage the Company’s shareholders.
However, the above countermeasures shall be implemented if it is reasonably determined that the
Large-Scale Purchase, etc. would significantly impair the Company’s corporate value or the common
interests of the Company’s shareholders. The Company shall not implement the countermeasures on the
sole grounds that the intent of the Large-Scale Purchaser formally falls under the above.
In addition, if it is difficult for the Board of Directors to determine whether or not the Large-Scale
Purchase, etc. would significantly impair the Company’s corporate value or the common interests of
shareholders, the Board of Directors will decide to convene a general meeting of shareholders to
ascertain shareholders’ will. If shareholders approve the implementation of the countermeasures at said
general meeting of shareholders, the countermeasures shall be implemented based on shareholders’ will
as well.
(3) Suspension, etc. of the implementation of countermeasures
In the case of (1) or (2) above, if the Large-Scale Purchaser presents an amendment to the Large-Scale
Purchase, etc. or an alternative proposal to the Board of Directors of the Company after the Board of
Directors or a general meeting of shareholders of the Company decides to implement specific
countermeasures, when the Board of Directors of the Company determines it inappropriate to implement
countermeasures as a result of a full examination of whether or not the amended Large-Scale Purchase,
etc. or alternative complies with the Large-Scale Purchase Rules or whether or not it will impair the
corporate value of the Company or the interests of all of the shareholders of the Company, the Board of
Directors of the Company may suspend, amend or take other actions relating to the countermeasures
only before a decision on shareholders’ rights resulting from the implementation of the countermeasures
and only when the interests of shareholders are not impaired.
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The Board of Directors of the Company will consult on whether or not to suspend, amend or take
other actions relating to the countermeasures with the Special Committee and will pass a resolution that
accords the utmost respect to the recommendation of the Special Committee (as stated in 5. below) when
deciding whether or not to so proceed.
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Procedures for Consultation with the Special Committee
If the Information is provided by the Large-Scale Purchaser, the Board of Directors of the Company will
promptly present the Information to the Special Committee, which has been established as an organ
independent of the Board of Directors and consult on whether or not it would be appropriate to implement
countermeasures or to ascertain conclusively the will of shareholders, as it is difficult to determine whether
or not to implement countermeasures.
The Special Committee will, based on consultation with the Board of Directors of the Company, gather
opinions, while receiving advice from external experts and so on, and issue a recommendation to the Board
of Directors of the Company on whether or not it would be appropriate to implement countermeasures or to
ascertain conclusively the will of shareholders, as it is difficult to determine whether or not to implement
countermeasures. The Board of Directors of the Company will, after disclosing the recommendations,
accord proper respect to the recommendations in passing a resolution on whether or not to implement
countermeasures or to convene a general meeting of shareholders to ascertain the will of shareholders. The
period from the Company’s Board of Directors’ consultation with the Committee to the issuance of a
recommendation is included in the Period for Evaluation by the Board of Directors as stipulated in 3. (3)
above.
An overview of the Special Committee is as described in Attachment 2 and a career summary of the
current members of the Special Committee is as presented in Attachment 3.
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Effects, etc. on Shareholders and Investors
(1) Effects, etc. of the Large-Scale Purchase Rules on shareholders and investors
Since no legal measures such as the issuance of share options will be taken at the time of introducing
the Large-Scale Purchase Rules, there is neither a change in the rights of shareholders nor a distortion
in stock price discovery.
As stated in 4. above, the Company’s policy on responding to a Large-Scale Purchase, etc. will differ
depending on whether or not the Large-Scale Purchaser complies with the Large-Scale Purchase Rules.
While the Company strives to duly disclose information, the Company’s shareholders and investors
should also pay attention to the Company’s information disclosure and the Large-Scale Purchaser’s
actions.
(2) Effects, etc. on shareholders and investors when implementing countermeasures
The Board of Directors of the Company does not expect to implement any type of countermeasures that
would cause the Company’s shareholders (excluding those that acquire its shares to impair the
Company’s corporate value or the common interests of shareholders) to suffer significant losses or
distort stock price discovery. If the Board of Directors of the Company decides to implement
countermeasures, the Company will perform disclosure in a timely and appropriate manner pursuant to
laws and regulations and financial instruments exchange rules, in order to prevent shareholders from
suffering contingent and unexpected losses.
(3) Effects, etc. on shareholders and investors at the time of the suspension, etc. of implementation of
countermeasures
If, after resolving on the issuance of share options as a countermeasure, the Board of Directors suspends
the issuance of said share options or amends the specifics (for example, the numbers allotted) of the
share options, the per-share value of shares will not be diluted or the rate of dilution will be changed.
Accordingly, shareholders or investors who purchased, sold or otherwise transacted the Company’s
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shares on the assumption that their value would be diluted to some extent would have the potential of
suffering unexpected losses due to fluctuations in the stock price.
If the Board of Directors of the Company makes a decision relating to suspension, amendment, etc.
of the countermeasures, the Company will make disclosures in a timely and appropriate manner pursuant
to laws and regulations and financial instruments exchange rules, in order to prevent shareholders from
suffering contingent and unexpected losses.
(4) Necessary procedures for shareholders at the time of the implementation of countermeasures
When issuing share options as countermeasures, the Company will send documents necessary for
executing rights to said share options, such as a request form for exercise of said share options to the
shareholders stated or recorded in the latest register of shareholders on the record date of allotment.
Parties belonging to the group of specific shareholders including the Large-Scale Purchaser that have
been recognized as meeting the requirements for implementation of countermeasures may not exercise
said share options. If other shareholders intend to exercise said share options within the exercise period,
they will receive issuance, etc. of the Company’s shares by paying an amount equivalent to the
predetermined exercise price to the location for the handling of payments after submitting a request form,
etc. to exercise share options.
Additionally, if the Board of Directors of the Company acquires some of said share options in
exchange for the Company’s shares, shareholders other than the parties belonging to a group of specific
shareholders that includes the Large-Scale Purchaser that have been determined to meet the requirements
for implementation of countermeasures will receive issuance, etc. of the Company’s shares as
consideration for the acquisition of said share options without paying an amount equivalent to the
exercise price, on the acquisition date separately determined by the Board of Directors of the Company.
In addition to the above, regarding details of allocation and payment methods, the Company will
disclose to or notify shareholders in a timely manner after a resolution by the Board of Directors of the
Company on the issuance of share options as countermeasures. Therefore, please confirm the specifics
of said details.
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Revision of the Large-Scale Purchase Rules
The Large-Scale Purchase Rules are to be renewed on the condition that the Company will receive approval
from shareholders at the 6th Annual General Meeting of Shareholders scheduled to be held on March 25,
-
The effective period of these rules shall be three (3) years. After the expiration of the effective period,
the Company must receive approval from the Company’s shareholders at each annual general meeting of
shareholders for the latest fiscal year ending within three (3) years from the annual general meeting of
shareholders thereafter.
The Large-Scale Purchase Rules may be abolished by resolution of the Board of Directors of the Company,
in addition to a resolution on abolishment of the Rules at a general meeting of shareholders of the Company.
The Board of Directors of the Company may amend or abolish the Large-Scale Purchase Rules or
introduce new countermeasures, etc. as necessary in the future consideration of revisions of the laws relating
to corporate defense such as the Companies Act, trends and analyses of judicial decisions, and the like from
the viewpoint of maintaining and increasing corporate value and shareholder value. In such a case, the
Company shall again receive approval from its shareholders (except for minor revisions).
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Reasonableness of the Large-Scale Purchase Rules
(1) Fulfillment of the Guidelines Regarding Takeover Defense and the requirements of the Tokyo Stock
Exchange Regulations
The Large-Scale Purchase Rules fulfill the three (3) principles (the principle of protecting and enhancing
corporate value and shareholders’ common interests; the principle of prior disclosure and shareholders’
will; and the principle of ensuring the necessity and reasonableness of defense measures) set forth in the
“Guidelines Regarding Takeover Defense for the Purpose of Protection and Enhancement of Corporate
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30 -
Value and Shareholders’ Common Interests” announced by the Ministry of Economy, Trade and Industry
and the Ministry of Justice on May 27, 2005; the “Takeover Defense Measures in Light of Recent
Environmental Changes” announced by the Corporate Value Study Group of the Ministry of Economy,
Trade and Industry on June 30, 2008; “Principle 1.5: Anti-Takeover Measures” in the “Corporate
Governance Code” announced by the Tokyo Stock Exchange on June 11, 2021; the three principles
(Principle of Corporate Value and Shareholders’ Common Interests, Principle of Shareholders’ Intent,
and Principle of Transparency) set forth in the “Guidelines for Corporate Takeovers” announced by the
Ministry of Economy, Trade and Industry on August 31, 2023; and compliance items (sufficiency of
disclosure, transparency, effects on secondary markets, and respect for shareholders’ rights) when
introducing takeover defense measures stipulated in the “Rules Concerning Code of Corporate Conduct”
of the Tokyo Stock Exchange, and the Securities Listing Regulations.
(2) Introduction for the purpose of ensuring and increasing corporate value and the common interests of
shareholders
As stated in 1. “Need for Continuation and Renewal” above, the Large-Scale Purchase Rules are being
put in place for the purpose of ensuring and increasing the Company’s corporate value and the common
interests of shareholders, which are to be carried out, in the event that a Large-Scale Purchase, etc. of
shares of the Company goes forward, in a manner that enables each shareholder to make an appropriate
determination on the Large-Scale Purchaser’s proposal of whether or not to accept the Large-Scale
Purchase, etc. by ensuring necessary information and sufficient time to fully examine the proposal by
the Large-Scale Purchaser including an alternative proposal by the Board of Directors of the Company.
(3) Respect for shareholders’ will
The current Rules were approved at the Extraordinary General Meeting of Shareholders of A.D.Works
Co., Ltd., held on November 29, 2019, for the introduction of the Large-Scale Purchase Rules at the
Company, which is the wholly owning parent company incorporated as a result of the sole share transfer
with the effective period of three (3) years, and were approved for renewal at the Company’s Annual
General Meeting of Shareholders held on March 28, 2023.
Moreover, the effective period of the Rules is three (3) years, and at every annual general meeting of
shareholders at which the effective period expires the Rules must be approved by shareholders. The
Company may abolish the Large-Scale Purchase Rules, even during the effective period of the Large-
Scale Purchase Rules, if a general meeting of shareholders of the Company resolves to abolish said
Large-Scale Purchase Rules.
(4) Respect for judgment of independent outsiders and information disclosure
The Special Committee exercises strict oversight of arbitrary acts by the Board of Directors of the
Company, and in addition, the Special Committee may receive advice at the Company’s expense from
independent third parties (including financial advisors, attorneys, certified public accountants,
consultants and other experts). In addition, an outline of the Special Committee’s judgment will be
disclosed to shareholders. A mechanism is therefore ensured for the transparent operation of the Large-
Scale Purchase Rules.
(5) Establishment of reasonable and objective requirements
The Large-Scale Purchase Rules are set so that they will not be triggered unless reasonable and objective
requirements are met, namely, in addition to cases where the Large-Scale Purchase, etc. does not comply
with the Large-Scale Purchase Rules, cases where it is reasonably determined that the Company’s
corporate value or the common interests of shareholders would be significantly impaired, such as: (i)
where it is determined that the purchase is being carried out without a bona fide intent to participate in
the management of the Company, but rather for the purpose of making the Company or parties related
to the Company buy back the shares at an inflated stock price; (ii) where it is determined that there exists
the objective of so-called “scorched management” by, for example, temporarily controlling the
management of the Company and having the Company’s intellectual property, know-how, trade secrets,
or major business partners and customers, etc., which are essential to the Company’s business operations,
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31 -
transferred to the party that is proposing the purchase and its group companies; (iii) where it is
determined that there exists the objective of inappropriately utilizing the assets of the Company as
collateral or source of funds for repayment of the obligations of the party that is proposing the purchase
and its group companies, etc. after taking control over the management of the Company; (iv) where it is
determined that there exists the objective of temporarily controlling the management of the Company
and selling or otherwise disposing of its real properties, securities, and other assets that are not currently
related to the business of the Company, and having the Company use the proceeds from such sale to
distribute elevated dividends temporarily, or selling the Company’s shares at an inflated price, taking
advantage of the timing of a sudden rise in the stock price due to temporarily elevated dividend
payments; (v) where it is determined that the Company’s shareholders are likely to be effectively forced
to sell their shares such as in the event of a Large-Scale Purchase of the Company’s shares, with a view
to implementing a coercive two-stage purchase (purchase of shares including a tender offer, whereby no
solicitation to purchase all of the shares is made in the initial purchase and the terms of the second-stage
purchase are set more disadvantageously or are not made clear); (vi) where it is determined that the
terms and conditions (including the amount and type of consideration; timing of purchase, etc.; legality
of method of purchase, etc.; feasibility of purchase, etc.; policies on treatment of customers, business
partners and employees of the Company Group and other stakeholders relating thereto after the purchase,
etc.; and others) of a purchase, etc. are inadequate or inappropriate in light of the Company’s intrinsic
value; (vii) where it is determined to be a Large-Scale Purchase, etc. by so-called anti-social forces or
individuals or organizations controlled by or involved with such forces; (viii) where it is determined that
the management policies and business plans of the Large-Scale Purchaser subsequent to the Large-Scale
Purchase, etc. are highly unreasonable; and (ix) where it is determined that the management policies and
business plans after the Large-Scale Purchase, etc. by the Large-Scale Purchaser are notably inferior to
those (including an alternative proposal on management policies and business plans after the Large-
Scale Purchase, etc. by the Large-Scale Purchaser) of the Board of Directors of the Company. It can
therefore be said that a mechanism is ensured to prevent arbitrary triggering by the Company’s Board of
Directors.
(6) No dead-hand or slow-hand takeover defense measures
The Large-Scale Purchase Rules are not dead-hand takeover defense measures that cannot be abolished
or implemented even if it is resolved at a general meeting of shareholders that a majority of the Directors
are to be replaced. Furthermore, the term of office for Directors (excluding Directors who are Audit &
Supervisory Committee Members) of the Company is one (1) year and there are no additions to the
requirements for dismissal. Therefore, the Rules are not slow-hand takeover defense measures in which
obtaining management rights will be protracted even after a majority of shares have been acquired.
Note 1 Share certificates, etc. are defined as share certificates, etc. as set forth in Article 27-23, Paragraph 1 of
the Financial Instruments and Exchange Act.
Note 2 The ratio of voting rights is defined as, according to the specific method of purchase of a group of specific
shareholders, (i) the ownership ratio of share certificates, etc. (defined as the ownership ratio of share
certificates, etc. as set forth in Article 27-23, Paragraph 4 of the Financial Instruments and Exchange
Act; here, the number of share certificates, etc. held by a joint holder with the holder as set forth in the
same Paragraph shall be numerically taken into consideration) by the holder if a group of specific
shareholders is a holder of the Company’s share certificates, etc. (defined as share certificates, etc. set
forth in Article 27-23, Paragraph 1 of the same Act) and a joint holder thereof, or (ii) if a group of specific
shareholders is a Large-Scale Purchaser of the Company’s share certificates, etc. (defined as share
certificates, etc. as set forth in Article 27-2, Paragraph 1 of the same Act) and its specially related party,
the total of the ownership ratio of share certificates, etc. (defined as ownership ratio of share certificates,
etc. as set forth in Article 27-2, Paragraph 8 of the same Act) of the Large-Scale Purchaser and a specially
related party thereof. At the time of calculating, each of the ownership ratios of share certificates, the
total number of voting rights (as set forth in Article 27-2, Paragraph 8 of the same Act) and the total
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32 -
number of issued shares (as set forth in Article 27-23, Paragraph 4 of the same Act) may be referenced
from the most recently filed annual securities report, semiannual securities report, quarterly securities
report or status report on purchasing own shares.
Note 3 A group of specific shareholders is defined as a holder (defined as a holder as set forth in Article 27-23,
Paragraph 1 of the Financial Instruments and Exchange Act, including a party included in holders as set
forth in Paragraph 3 of the same Article) of the Company’s share certificates, etc. (defined as share
certificates, etc. set forth in Article 27-23, Paragraph 1 of the same Act) and a joint holder (defined as a
joint holder set forth in Article 27-23, Paragraph 5 of the same Act, including a deemed joint holder
under Paragraph 6 of the same Article), as well as a party that carries out a purchase, etc. (defined as a
purchase, etc. set forth in Article 27-2, Paragraph 1 of the same Act, including transactions at financial
instruments exchange markets) of the Company’s share certificates, etc. (defined as share certificates,
etc. as set forth in Article 27-2, Paragraph 1 of the same Act) and a specially related party thereof (defined
as a specially related party as set forth in Article 27-2, Paragraph 7 of the same Act), and a party that is
reasonably suspected of being one of above parties.
Note 4 Whether or not any act prescribed in text (iii) has occurred is reasonably determined by the Board of
Directors of the Company according the proper respect to the recommendations of the Special
Committee. The Board of Directors of the Company may request shareholders of the Company to
provide necessary information to the extent needed to determine whether or not the requirements
prescribed in the text (iii) are applicable.
Note 5 Determination of whether or not “a relationship where one party substantially controls the other or where
they act jointly or in coordination between such specific shareholder group and such other shareholders”
has been established will be made based on such factors as a new investing relationship, business tie-up
relationship, transactional or contractual relationship, a relationship of an executive concurrently serving
as an executive for another company, funds provision relationship, credit grant relationship, creation of
substantial interests regarding the Company’s share certificates, etc. through derivatives transactions,
lending of shares, etc. and the direct and indirect impact of the group of specific shareholders and the
other shareholders on the Company.
Note 6 A specific large-scale holder is, in principle, defined as a holder of share certificates, etc. issued by the
Company and having a share-holding ratio pertaining to the share certificates, etc. of 20% or more
(including a party acknowledged by the Board of Directors of the Company as falling thereunder);
provided, however, that any party acquiring or holding share certificates, etc. of the Company recognized
by the Board of Directors of the Company as not detracting from the Company’s corporate value or the
common interests of shareholders, or a party defined separately under a resolution on the allotment of
Share Options without contribution by the Board of Directors of the Company shall not fall under a
specific large-scale holder.
Note 7 A specific large-scale purchaser is, in principle, a party that has publicly announced that it is performing
the purchase, etc. (as set forth in Article 27-2, Paragraph 1 of the Financial Instruments and Exchange
Act; the same shall apply hereinafter in this Note) of share certificates, etc. (as set forth in Article 27-2,
Paragraph 1 of the same Act; the same shall apply hereinafter in this Note) issued by the Company whose
holding ratio of share certificates, etc. after such purchase, etc. (including any holdings that correspond
to the cases set forth in Article 7, Paragraph 1 of the Order for Enforcement of the Financial Instruments
and Exchange Act) combined with the share-holding ratio of the specially related parties of the party
amounts to 20% or more (including a party recognized by the Board of Directors of the Company as
falling thereunder); provided, however, that any party acquiring or holding share certificates, etc. of the
Company recognized by the Board of Directors of the Company as not impairing the Company’s
corporate value or the common interests of shareholders, or a party defined separately by a resolution
on the allotment of Share Options without contribution by the Board of Directors of the Company shall
not fall under the definition of a specific large-scale purchaser.
Note 8 A “related party” of a given party is a party with substantial control over the given party, is controlled
by the given party, or is under common control with the given party (including a party acknowledged by
the Board of Directors of the Company as falling under same), or who has been recognized by the Board
of Directors of the Company as a party that engages in activities in collaboration with the given party.
“Control” is defined as “having control over the determination of financial and business policies” of
another company, etc. (as set forth in Article 3, Paragraph 3 of the Regulations for Enforcement of the
Companies Act).
Note 9 In a certain case, however, terms and conditions may be added to the effect that Unqualified Parties may
be permitted to exercise said share options. Specifically, in the case where (i) purchasers, etc. pledge that
they will suspend or revoke the purchase, etc. or not carry out the purchase, etc. thereafter following a
resolution on the gratis allotment of Share Options, and the purchasers, etc. and other Unqualified Parties
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33 -
have disposed of the Company’s shares through entrustment to a securities firm recognized by the
Company, and (ii) the ownership ratio of share certificates, etc. (in calculating the ownership ratio of
share certificates, etc., however, Unqualified Parties other than purchasers, etc. and their joint holders
will be deemed to be joint holders of the purchasers, etc., and in addition, portions of said share options
held by the Unqualified Parties whose exercise conditions have not been fulfilled will be excluded from
the calculation) recognized by the Board of Directors of the Company is less than 20%, it may be
stipulated that the purchasers, etc. that have carried out disposal and the other Unqualified Parties may
exercise said share options they hold only up to the 20% level.
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