May 10, 2024
To Shareholders
Company name:Name of representative:
Securities code:
Inquiries:
Tel:

MITSUBA Corporation
Katsuyoshi Kitada,
Representative Director, President
7280 (Prime Market of Tokyo Stock
Exchange)
Koji Ogino, General Manager,
Accounting and Finance Department
0277-52-0113

Notice on Acquisition and Retirement of Existing Class Shares, Issuance of Class Shares Through
Third-Party Allotment, Partial Amendments to the Articles of Incorporation, Reduction of Share
Capital and Capital Reserve, and Refinancing of Current Borrowings by Syndicated Loans
MITSUBA Corporation announces, as follows, that a Board of Directors meeting held today (the “Board of Directors
Meeting”) resolved the matters set forth in items [1] through [7] below.
[1] Pursuant to the provisions of Article 107, paragraph 2, item iii of the Companies Act and Article 11, paragraph 7 andArticle 11, paragraph 23 of the Articles of Incorporation, the Company will acquire Class A shares and Class C shares
held by Japan Industrial Solutions Fund II (the “JIS Fund”) (collectively the “Existing Class Shares”) and will retirethe existing class shares pursuant to the provisions of Article 178 of the Companies Act on the condition that suchacquisition is done (collectively, the “Acquisition and Retirement of Existing Class Shares”). For details, see thesection titled “I. Acquisition and retirement of the existing class shares” shown below.
[2] The Company will enter into a Subscription Agreement with the Development Bank of Japan Inc. (the “Development
Bank of Japan”) and The Bank of Yokohama, Ltd. (the “The Bank of Yokohama”) (these banks are collectively
referred to as the “Prospective Allottees” and each of them is individually referred to as “Prospective Allottee”), andwill issue Class D shares worth 10 billion yen in total to the prospective allottees through a third-party allotment (the“Subscription Agreement”); for details, see the section titled “II. Capital Increase Through Third-Party Allotment”
shown below.)[3] The Company will partially amend the Articles of Incorporation for the issuance of Class D shares (the “Amendmentof the Articles of Incorporation”). For details, see the section titled “III. The Amendment of the Articles ofIncorporation” shown below.
[4] We will reduce share capital and capital reserve, effective June 28, 2024, on the condition that payments for Class D
shares are made (the “Reduction in Share Capital”); for details, see the section titled “IV. Reduction in Share Capital”
shown below).
[5] We will submit proposals on (i) the capital increase through a third-party allotment and (ii) the Amendment of the
Articles of Incorporation to the Annual General Meeting of Shareholders to be held on June 20, 2024 (which shallalso be deemed a general meeting of class shareholders by common shareholders and be referred to as the “General
Meeting of Shareholders”) (however, the proposal on the Amendment of the Articles of Incorporation shall solely
apply to the general meeting of class shareholders by common shareholders).
[6] We will submit, no later than the date of the General Meeting of Shareholders, a proposal on the Amendment of the
Articles of Incorporation to a Class A General Meeting of Class Shareholders and a Class C General Meeting of Class
Shareholders (the “Meetings of Class Shareholders”) which plan to resolve them in writing pursuant to Article 319,
paragraph 1 as applied mutatis mutandis pursuant to Article 325 of the Companies Act.
[7] We will refinance existing loans of ours by: i) entering into a loan agreement and other relevant agreements withfinancial institutions for which The Bank of Yokohama acts as lead arranger (the “Syndicated Loan Agreements”);
and ii) obtaining a syndicated loan worth 50,146,200,000 yen in total (the “Syndicated Loans”; for details, see thesection titled “V. The syndicated loan” shown below) in accordance with Syndicated Loan Agreements.
1

We will conduct the proposed capital increase through a third-party allotment and the Amendment of the Articles ofIncorporation on the condition that: i) proposals on them are approved by the General Meeting of Shareholders; ii) the
proposal on the Amendment of the Articles of Incorporation is approved by the general meeting of class shareholders(including the fact that a resolution is passed by the general meeting of class shareholders pursuant to the provisions of Article
319 of the Companies Act to be applied mutatis mutandis under the provisions of Article 325 of the Companies Act; the same
shall apply hereinafter), and iii) the acquisition and retirement of existing class shares have been completed, and the reductionof share capital is done on the condition that the capital increase through the third-party comes into effect. Payments byprospective allottees for Class D shares are made on the condition that: i) the Amendment of the Articles of Incorporation has
come into effect and remains in effect; ii) procedures required for the reduction of share capital have been completed and theamount of reduction in share capital is expected to be definite; iii) a syndicated loan agreement (the “Syndicated Loan
Agreement”) has been effectively and lawfully entered into with a syndicate group whose arranger is The Bank of Yokohama
and the agreement remains in effect; iv) a commitment line revision agreement (the “Commitment Line Revision
Agreement”) has been effectively and lawfully entered into, and kept in effect, with The Bank of Yokohama as the lender andthe agent for other financial institutions as an agreement that stipulates a revision to an extendable due date for a commitment
period maturity date set forth in a commitment line agreement (the “Commitment Agreement”); and v) the acquisition andretirement of the existing class shares have been completed.

I.

Acquisition and Retirement of Existing Class Shares(1)

Reasons for acquisition and retirement of existing class shares
As presented in the “Notice of Occurrence of a Reason for Terminating the Restriction on Conversion of Class-A
Shares and Class-C Shares” dated May 10, 2023, there occurred a reason for terminating the restriction on conversion
of existing class shares. We decided to acquire and retire all the existing class shares outstanding in the Company as its
shares could potentially be diluted due to exercise of acquisition rights (acquisition rights for common shares that are
attached to Class-A shares and Class-C shares, acquisition rights for cash attached to Class-A shares, and acquisitionrights for Class-B shares).

(2)

Details of acquisition of existing class shares
[1]

[2]

Class-A shares
1.

Number of shares to be acquired

10,000 shares

2.

Details of price of shares to be acquired

Cash

3.

Per-share acquisition price
1,254,630.10 yen(Note) The above acquisition price was calculated by multiplying 1 million yen paid per share at the timeof issuance by a redemption factor of 1.24 and by adding to it an accrued dividend (an amount equivalent
to a Class-A share dividend as calculated in accordance with Article 11-2, Paragraph 2 of the Articles ofIncorporation, assuming that class share dividend is paid in the business year containing the acquisition datewith the acquisition date as the record date).

4.

Total amount of share acquisition

12,546,301,000 yen

5.

Date of acquisition

June 28, 2024

6.

Acquirer

Japan Industrial Solutions No. II

Class-C shares
1.

Number of shares to be acquired

5,000 shares

2.

Details of price of shares to be acquired

Cash

3.

Per-share acquisition price1.51 million yen(Note) The above acquisition price is one determined by multiplying 1 million yen paid per share at the timeof issuance by a redemption factor of 1.51.

4.

Total amount of share acquisition

7.55 billion yen

5.

Date of acquisition

June 28, 2024

6.

Acquirer

Japan Industrial Solutions No. II
2Class-C shares shall be acquired on the condition that the Company acquires Class-A shares in accordance with Item[1] above.
Details of retirement of existing class shares

(3)

[1]

[2]

Class-A shares
1.

Number of shares to be retired

10,000 shares

2.

Effective date of retirement

June 28, 2024

Class-C shares
1.

Number of shares to be retired

5,000 shares

2.

Effective date of retirement

June 28, 2024

Existing class shares will be retired on the condition that the Company acquires existing class shares in accordance with
Item 2 above.

Capital Increase Through Third-Party Allotment

II.
1.

(1)

Overview of the offering
Payment dateJune 28, 2024

(2) Number of new shares toClass-D shares: 200 shares
be issued(3)

Issue amount(4)

Amount of proceeds(5)

Amount to be credited toshare capital

5 billion yen (25 million yen per share)(6)

Preferred dividend rate

7.8% per annum(7)

Offering or allotment
method(Prospective allottees)

To be allotted to the following prospective allottees through a third-party allotment.
Development Bank of Japan Inc.: 100 shares
The Bank of Yokohama, Ltd.: 100 shares(8)

Others50 million yen per share
10 billion yen

For details, please see Attachment 1 “Class-D Share Issuance Guidelines.”
For Class-D shares, provisions are in place on cumulative and non-participatory preferred
dividends, which enable dividends to be paid in preference to common shareholders. The
amount of preferred dividend per Class-D share is one calculated by multiplying by 7.8%
per annum a combined total of an amount to be paid in for per-Class-D share and unpaid
Class-D preferred dividends after the year-end dividend for the previous fiscal year.
Class-D shares are not entitled to voting rights and are subject to transfer restriction.
Class-D shares are entitled to acquisition rights for common shares, acquisition rights forcash and an acquisition clause for cash.
The maximum dilution rate for all Class-D shares upon exercise of acquisition rights forcommon shares will be approximately 31.59% on the assumption that there are no accrued
preferred dividends. The number of shares of our common stock to be converted upon
exercise of the acquisition right will increase further if dividends of surplus on Class-D
shares are not paid and the amount of accrued preferred dividends accumulates. The
Company and prospective allottees agreed in this Subscription Agreement on the terms
and conditions for exercise of acquisition rights for Class-D common shares and of
acquisition rights for cash. As described below in “[2] Acquisition rights for commonshares” and “[3] Acquisition rights for cash” in “(3) Overview of Class-D shares” under“2. Purposes and reasons for offering,” prospective allottees may not exercise acquisitionrights for common shares without permission from the Company unless a cause forcancellation of the restriction on conversion stipulated in the Underwriting Agreement
occurs, and may not exercise acquisition rights for cash until June 27, 2029, unless a cause
for cancellation of the restriction on exercise of the acquisition right for cash specified in
the Subscription Agreement occurs.
Payment for Class-D Shares will be made by prospective allottees on the condition that:i) the Amendment of the Articles of Incorporation comes into effect and is kept in effect;ii) procedures required for share capital reduction are completed and the reduction is3

expected to be definite in amount; iii) the Syndicated Loan Agreement is entered into
effectively and lawfully and is kept in effect; iv) the amendment of the Commitment Line
Agreement is entered into effectively and lawfully and is kept in effect; and v) the
acquisition and retirement of existing class shares are completed.
2.

Purposes and reasons for offering(1) Background to the offering and its purposes
Under the new Medium-Term Management Plan, we are now working on a group-wide basis to realize MITSUBAVISION 2030 as we see as an opportunity in the growing need for electrification, where our core technologies canbe utilized, in accordance with a corporate philosophy of “offering pleasure and peace of mind to customers
worldwide.”
On September 30, 2020, the Company issued existing class shares to be allocated to the JIS Fund, and formulated
the 12th Medium-Term Management Plan (the “12th Medium-Term Plan”) in response to the Company seeing its
earnings and financial position deteriorate due to the management policy of sales expansion and to increasing fixed
costs and capital expenditures, which led its capital adequacy ratio to decline.
Since then, we continued to pursue business structural reforms under the 12th Medium-Term Plan. However,affected by significant changes in the operating environment, such as the spread of COVID-19, the decline in OEM
production due to semiconductor supply problems, and soaring raw material and logistics costs, our businessperformance declined below the targets of the 12th Medium-Term Plan. Therefore, we formulated the current
Medium-Term Management Plan (the “Current Medium-Term Plan”) for the period from FY2023 to FY2027 byadding new measures.
Under the current Medium-Term Plan, following on from the 12th Medium-Term Plan, we are now working tosophisticate our business management by: i) shifting our business resources to future growth domains throughelection and concentration: ii) further strengthening our corporate structure through sales improvement activities
and global staffing optimization efforts: iii) controlling inventories and investment forecasting-spending in a more
rigorous manner, and iv) stepping up our operations by clearly identifying quality costs in production processes.
Through the above, we achieved certain results in improving management and strengthening our earnings andfinancial structure. Therefore, we decided to reduce the risk of potential stock dilution by using retained earnings toacquire and retire existing class shares and promote self-propelled management.
On the other hand, in order to make its financial structure even sounder toward realizing MITSUBA VISION 2030,
the Company set financial targets such as an ROE of 10% or more and a capital adequacy ratio of 30% or more for
FY2027, the final year of the Medium-Term Management Plan. We concluded that the Company needed to secure
funds to invest in the growth areas described in “3. (2) Specific uses of cash to be raised” and to utilize capital funds
to maintain a certain level of capital and ensure management stability. This was in consideration of: i) the need toinvest in areas expected to grow, such as electric vehicles and electrification, as a means to achieve these goals andmake the Company grow sustainably; and ii) the need to make it more resilient to unforeseen events such as
impairment risks stemming from unexpected changes in the external environment, deterioration in businessperformance, and a rapid appreciation of the yen.
(2) Reason for choosing the third-party allotment
To date, we have been considering various alternatives in an effort to stabilize our financial position and care about
potential impacts on our existing shareholders. As described in the section titled “I. Acquisition and Retirement of
Existing Class Shares,” acquiring and retiring existing class shares will cause the Company’s equity capital todecrease. However, we think it is necessary to raise long-term and stable funds as capital expenditures in areas
expected to grow, and future growth will take a certain length of time to recover investments. In this situation, we
believe that it is necessary and appropriate to raise capital funds while comparing it with debt financing in the formof loans from financial institutions or bond issuance.
With regard to a financing method, in consideration of the current economic conditions and capital market
developments as well as the operating environment for the Company, its financial position and business4

performance, and the recent stock price situation, the Company concluded it would be inappropriate to conduct apublic offering or a third-party allotment of common shares because: i) it would immediately result in acommensurate degree of dilution of common shares, potentially causing detriment to shareholders; and ii) the
financing value might fluctuate depending on stock price levels. We also concluded that it would be now
inappropriate to take the alternative of conducting a gratis allotment of stock acquisition rights (rights offering) toexisting shareholders or an allotment of shares to existing shareholders because the definitive financing value is
unknown as allotted shareholders might not exercise all of their stock acquisition rights in light of stock pricemovements and shareholders might not accept the allotment of shares. We also came to a conclusion that the equity
commitment line intended to allocate stock acquisition rights to securities companies was inappropriate for the same
reason and due to a gradual but commensurately large dilution of common shares.
In comparison, we concluded that a third-party allotment of new shares using class shares would be the mosteffective alternative for the Company because it can reliably raise the required amount and, depending on productdesign, and it would be possible to avoid a rapid dilution and changes in the composition of shareholders whileraising capital, and to choose appropriate external investors. Therefore, as described in the section titled “(1)Background to the offering and its purposes” above, as a result of reviewing the selection of external investors, theCompany decided to conduct a capital increase through third-party allotment to the prospective allottees. Against
the background of the Company’s financial soundness enhancement, Class-D shares now enjoy improved real
economic conditions in comparison to existing class shares when taking into account a preferred dividend rate andother factors. As described in “(3) Overview of Class-D shares,” conversion to common shares is designed to be
carried out only in limited circumstances. In order to achieve MITSUBA VISION 2030, the Company concluded
that it would be currently the best option to stabilize its financial position as soon as possible by conducting thethird-party allotment and raising funds for capital expenditures targeting growth areas.

(3) Overview of Class-D shares[1]

Preferred dividend
We set the dividend rate of Class-D shares at 7.8% per annum. In the event of any shortfall in preferred dividends
for Class-D shareholders in a given fiscal year, the shortfall value is intended to accrue cumulatively for thefollowing fiscal year and thereafter. In principle, Class-D shareholders may not receive dividends of surplus inexcess of the amount of such preferred dividends.

[2]

Acquisition rights for common sharesClass-D shares are entitled to acquisition rights for common shares. The Guidelines for Issuance of Class-D
shares stipulate that, in principle, a prospective allottees may request the Company for an acquisition of all orpart of Class-D shares for common shares at any time after the date of issuance of the Class-D Shares. However,pursuant to the provisions of this Subscription Agreement, the prospective allottees may exercise acquisitionrights for common shares only in the cases described below (“Reason for lifting conversion restriction”).
(i)

An elapse of six months from the date on which acquisition rights for cash come into effect(ii)

An elapse of December 27, 2029

(iii) In cases where dividends of surplus for Class-D shareholders are not paid at all during two fiscal years(iv) In cases where the preconditions for payment by the prospective allottees set forth in this Subscription
Agreement are found to have not been met on the payment date(v)

In cases where the Company has [1] materially breached the representations and warranties under the
Subscription Agreement or [2] breached any other provision of the agreement (excluding therepresentations and warranties in the agreement) (except for minor breaches), and where such breach is
not corrected within 30 days after the date on which the Company receives from the subscriber a written
notice informing such breach

The number of common shares to be delivered upon exercise of the acquisition rights of Class-D shares forcommon shares shall be a number calculated using the following calculation formula:5

(Calculation formula)
The number of common shares of the Company to be delivered in exchange for Class-D shares= The number of Class-D shares for which acquisition is requested by the shareholder
× An amount to be determined by subtracting a subtraction value specified in [3] (b) below from a basic
redemption value specified in [3] (a) below (however, the basic redemption value and the subtraction value
will be computed by replacing a redemption demand date in a basic redemption value calculation formulaand a subtraction value calculation formula with a conversion demand date and by replacing Class-D
preferred dividends paid prior to a redemption demand in the formulas with Class-D preferred dividends
paid prior to a conversion demand (referring to Class-D preferred dividends paid (including interim ClassD preferred dividends paid prior to the conversion demand date);÷ Conversion price
The initial conversion price will be 1,344 yen and on June 30 and December 31 each year after December 31,
2024 will be revised to 95% of the market value (the average daily closing price (includes indication) on theTokyo Stock Exchange for 30 trading days from a date 45 trading days prior to a conversion value adjustment
date (excludes days without closing price), which shall be calculated up to two decimal places and be rounded
to one decimal place). The lowest revised value will be 708 yen (the lowest conversion price). If an acquisitionright is exercised at the lowest conversion price, 14,124,293 common shares (31.56% of the number of issued
common shares prior to the issuance of the preferred stock (the third decimal place will be rounded to the second
decimal place)) will be delivered. The number of shares of our common stock to be converted upon exercise of
the acquisition right will increase further if dividends of surplus on Class-D shares are not paid and the amountof accrued preferred dividends accumulates.
[3]

Acquisition rights for cashClass D shares are entitled to acquisition rights for cash. The Guidelines for Issuance of Class-D Sharesstipulates that the prospective allottees may, in principle, demand that the Company acquire all or part of ClassD Shares for cash at any time after the issuance date for the Class-D shares. However, pursuant to the provisionsof this Subscription Agreement, until June 27, 2029 (including on the date), the prospective allottees may
exercise the right to demand that the Company acquire such shares for money only in the cases described in theoutline and below (“reasons for lifting restriction on right exercise for cash”):(i)Cases where a distributable of surplus on the Company’s non-consolidated balance sheet on March 31,
2025, or on any last day of each fiscal year thereafter is less than, or equal to, the sum of compulsory
redemption values to be determined on the assumption that all Class-D Shares are forcibly redeemed on
the last day of the relevant fiscal year (however, this shall not apply to cases: i) where, at the annual meetingof shareholders of the Company pertaining to the relevant fiscal year, a proposal required for reducing
share capital or capital reserve by an amount equal to, or over, one to be determined by subtracting the
distributable surplus on the Company’s non-consolidated balance sheet on the last day of the fiscal year
from a compulsory redemption value to be determined on the assumption that all of Class-D shares are
redeemed compulsorily; and ii) where the intended reduction in such share capital or capital reserve comes
into effect lawfully and validly within three months from the last day of the fiscal year in question);(ii)

Cases where the amount of equity capital (referring to an amount to be determined by subtracting theamount of non-controlling interests from the amount of total net assets under the net assets account) on
the Company’s consolidated balance sheets on March 31, 2025, and on any last day of each fiscal year
thereafter is less than 75% of the amount on the last day of the previous fiscal year or of the amount on thelast day of the fiscal year ending March 2024, whichever is larger;(iii) Cases where the net income or loss on the consolidated profit and loss statement of the Company on March
31, 2025, and at the end of each fiscal year thereafter is in the red for two consecutive business years;(iv) In cases where the preconditions for payment by the prospective allottees set forth in this Subscription
Agreement are found to have not been met;

6

(v)

Cases where the Company has [1] materially breached the representations and warranties under the
Subscription Agreement or [2] breached any other provision of the agreement (excluding therepresentations and warranties under the Agreement) (with the exception of minor breaches) and suchbreach is not corrected within 30 days after the date on which the Company receives from the subscribera written notice informing the breach

The amount of money to be delivered upon exercise of the acquisition rights for cash attached to Class-D Shares(“Redemption Value”) will be an amount to be calculated by the following calculation formula:(a)Basic redemption value
Redemption value per Class-D share will be an amount to be calculated by the following calculation
formula (“Basic Redemption Value”).
(Basic redemption value calculation formula)
Basic redemption value = 50 million yen × (1 + 0.078) m+n/365
The number of days in the period from the payment date (including the date) to the redemption demanddate (including the date, and referred to as “Redemption Demand date”) will be shown as “m years and ndays”.

(b)

Subtraction value
Notwithstanding [3] (a) above, redemption value per Class-D share will be an amount to be calculated bydeducting a value to be calculated by the following calculation formula from a basic redemption value
specified in [3] (a) above in cases where any Class-D preferred dividends (“Class-D Preferred Dividends
Paid Prior to Redemption Demand” including interim preferred dividends paid prior to a redemption
demand date) are paid prior to the redemption request. If Class-D preferred dividends paid before aredemption demand are paid multiple times, a subtraction value will be calculated for each of Class-D
preferred dividends paid before the redemption demand, and the combined total amount will be subtracted
from the basic redemption value specified in [3] (a) above.
(Calculation formula for subtraction value)
Subtraction value = Class-D preferred dividend paid prior to a redemption demand × (1 + 0.078) x+y/365
The number of days from the payment date for Class-D preferred dividends paid prior to a redemption
demand (including the date) to the redemption demand date (including the date) will be shown as “m years
and n days”.

[4]

Cause for acquisition for money
A clause for acquisition for cash applies to Class-D shares. Under the clause attached to Class-D shares on an
acquisition for cash in the Guidelines for Issuance of Class D Shares, it is allowed, within a scope permitted bylaws and regulations, to acquire all or part of Class-D shares for cash after giving a written notice (which shallbe irrevocable) to Class-D shareholders no later than 20 trading days prior to the redemption date for Class-D
shares for cash on or after a date separately specified by the Board of Directors of the Company (“Class-D Share
Redemption Date for Cash”) at any time after the issuance date. However, pursuant to the provisions of the
Subscription Agreement, the clause for acquisition for money is allowed to be exercised only after the passage
of one year from the payment date.
An amount of money to be delivered upon exercise of the acquisition clause for cash attached to Class-D shares(“Compulsory Redemption Value”) will be an amount to be calculated by the following calculation formula.
(a)Basic compulsory redemption value
A compulsory redemption value per Class-D share will be an amount equivalent to a basic redemption
value to be calculated by the basic redemption value calculation formula (however, “redemption demanddate” in the formula will be replaced with “compulsory redemption date” for application purposes) that is7

set forth in [3] (a) above (“Basic Compulsory Redemption Value”).
(b)

Subtraction value
Notwithstanding [4] (a) above, if any Class-D preferred dividends (“Class-D Preferred Dividends Paid
Prior to Compulsory Redemption,” including interim Class-D preferred dividends paid prior to acompulsory redemption date) are paid prior to a compulsory redemption date, the compulsory redemption
value per Class-D share will be an amount to be determined by subtracting, from the basic compulsory
redemption value set forth in [4] (a) above, a subtraction value to be calculated by the subtraction value
calculation formula set forth in [3] (b) above (however, “Redemption Date” and “Class-D Preferred
Dividends Paid Prior to a Redemption Demand” in the subtraction value calculation formula will be
replaced respectively with “Compulsory Redemption date” and “Class-D Preferred Dividends Paid Prior
to a Compulsory Redemption.” If Class-D Preferred Dividends Paid Prior to Compulsory Redemption are
paid multiple times, a subtraction value will be calculated for each of Class-D Preferred Dividends Paid
Prior to Compulsory Redemption, and the combined total amount will be subtracted from the basic
redemption value specified in [4] (a) above.

[5]

Voting rights
Class-D shareholders shall not have voting rights at shareholders meetings unless otherwise provided for bylaws and regulations.

[6]

Transfer restrictions
Yes

For details of Class-D shares, please see Attachment 1 “Class-D Share Issuance Guidelines”.

3.

Amount of cash to be raised, its uses and planned expenditure date(1)

Amount of cash to be raised[1]

Total amount to be paid in[2]

Estimated amount of issuance costs

340 million yen[3]

Estimated approximate net proceeds

9.66 billion yen(Note)(2)

10 billion yen

Estimated issuance costs will consist mainly of service fees, registration and license taxes, financial advisory
fees, due diligence fees, legal advisory fees, valuation fees, and disclosure document translation fees, excluding
consumption taxes.

Specific uses of cash to be raised
Specific use

Amount (millions of yen)

Scheduled spending period

Launch of new products for the four-wheel market,
launch of products for new customers, and[1] introduction of new machinery and molds andcapacity building to expand sales to existingcustomers

7,600

July 2024 - March 2028

Launch of new products for the motorcycle market,[2] introduction of new machinery and molds to launch
products for new customers, etc.

2,060

July 2024 - March 2028

* Until the raised funds are actually disbursed, they will be managed in a bank account.
Our company will allocate the proceeds from the capital increase through the third-party allotment as follows in order tobuild a competitive production system in areas expected to grow, mainly EV and electrification. Through these capital
expenditures, we will expand our business targeting new customers for four wheel and two-wheel vehicles, develop new
two-wheel vehicles, and further streamline our production system, thereby building a stable revenue base.
8

[1]Launch of new products for the four-wheel market, launch of products for new customers, and introduction of new
machinery and molds and capacity building to expand sales to existing customers(i)

Production lines for launching brushless fan motors and fan shrouds, Metal molds and experimental
equipment(ii) Electricity-powered oil pump motors * New production lines, molds, and experimental equipment that aredesigned to expand production capacity* Used for oil lubrication and cooling of hydraulic sources such as clutches and EV drive motors(iii) New production lines for electricity-powered steering motors, metal molds(iv) Production lines for launching brushless motors for electricity-powered servo brake systems, metal molds[2]

Introduction of new machines, equipment and molds for launching new products for the two-wheel vehicle market
and products for new customers(i)4.

Introduction of machines, equipment and molds toward setting up mass production lines for two-wheel EV
products

Basic approach to the reasonableness of our uses of funds
The funds to be raised through the capital increase by the third-party allotment will be appropriated as capital
expenditure funds intended for us to grow in the future (for breakdown, see “(2) Specific uses of cash to be raised” in“3. Amount of cash to be raised, its uses and planned expenditure date.” We will build a revenue base that will serve asa pillar for the future.
We think conducting the planned capital increase through the third-party allotment will contribute to improving thecorporate value of the Company, and believe the above-mentioned uses of the funds are reasonable for us.

5.

Reasonableness of the terms and conditions of issuance(1) Basis for calculating the amount to be paid in and its specifics
The Company has judged the terms and conditions for issuing Class-D shares (including the terms and conditionsof the Subscription Agreement) to be reasonable as a result of considering various conditions such as the preferred
dividend rate for Class-D shares (7.8% per annum) and the credit costs to be borne by preferred shareholders andcomprehensively taking into account the operating environment and financial position of the Company.
In addition, the Company requested Akasaka International Accounting Co., Ltd. (“Akasaka International
Accounting”), a third-party valuation organization independent of our company, to analyze the value of Class-D
shares in order to ensure fairness in the determination of the terms and conditions of issuance of such shares.
Akasaka International Accounting calculated the value of Class-D shares using a binomial lattice model, a generalstock option valuation model able to calculate a valuation reflecting the major characteristics of Class-D shares.
Today, we obtained a valuation report on Class-D shares (“Class Share Valuation Report”) from Akasaka
International Accounting.
According to the Class Share Valuation Report, Akasaka International Accounting set certain assumptions that took
into account market conditions as of the valuation record date (the dividend amount of Class-D shares, the clauseof acquisition for cash, the right of acquisition for cash, the right of acquisition for common shares, acquisition priceof Class-D shares, a period until the Company can exercise the clause for acquisition for cash, a period until ClassD shareholders exercise the right of acquisition for cash and the right of acquisition for common shares, the stock
price of the Company, volatility, dividend yield, risk-free interest rates, and credit spreads) and calculated the fairvaluation of Class-D shares to be between 48,765,645 yen and 50,213,259 yen per Class-D share.
The Company received a proposal from the prospective allottees for the terms and conditions of issuance, including9

the payment amount for Class-D shares to be 50 million yen per share, and confirmed that the payment amount is
not below the lower limit of the valuation range, with reference to the valuation amount calculated by the calculation
institution based on the above assumptions. In addition, while comprehensively taking into account the operating
environment and financial position of the Company, the Company repeatedly consulted and negotiated with theprospective allottees regarding the terms and conditions of issuance, and determined an amount to be paid in forClass-D shares to be 50 million yen per share and decided other terms and conditions of issuance. Since the issue
price of Class-D shares has been determined to be not less than the lower limit of the valuation range and thevaluation procedure does not contain anything unreasonable, the terms and conditions for issuing Class-D sharesare reasonable and their issuance does not fall under the category of advantageous issuance.
However, given that there could be various views on the valuation of Class shares, we will issue Class-D Shares inaccordance with the provisions of Article 199, paragraphs 2 and 3 and Article 309, paragraph 2 of the Companies
Act conservatively on condition of obtaining approval by a special resolution at the General Meeting of
Shareholders.

(2) Basis for judging the issue size and the extent of dilution of shares to be reasonable
While we will raise a total of 10 billion yen by issuing 200 Class-D shares, we judged the issuance volume of ClassD shares to be reasonable in light of the purposes of the issuance of Class-D shares and the uses of funds that areeach described above. Although Class-D shares have no voting rights at a General Meeting of Shareholders,
exercising of acquisition rights for common shares could potentially have a dilutive effect on existing shareholders.
Assuming that acquisition rights for common shares are exercised for all Class-D shares, a maximum of 141,242
voting rights of common shares will be delivered in the absence of outstanding preferred dividends of Class-D
shares, and the ratio to the total number of 447,067 voting rights of the Company’s issued common shares based on
the shareholder registry as of March 31, 2024, will be approximately 31.59%. If accrued preferred dividends
accumulate without any payment of dividends of surplus related to Class-D shares, the number of voting rights
related to common shares to be converted upon exercise of the acquisition rights will increase further.
As described above, if common shares of the Company are delivered through exercise of acquisition rights of ClassD shares, it will result in a dilution of such common shares. However, the Company will take measures to reduce
any impact on existing shareholders stemming from the dilution, based on the fact: [1] enhancing equity capitalthrough the third-party allotment will contribute to stabilizing the Company’s financial position; [2] it is agreed in
the Subscription Agreement that the prospective allottees will not exercise acquisition rights of Class-D shares forcommon shares without obtaining approval from the Company unless a reason for lifting the conversion restriction
occurs; and [3] Class-D shares are bound by an acquisition clause for cash that may be exercised at any time after
the elapse of one year from the date of issuance, and Class-D shares are designed to be redeemed compulsorily at
the discretion of the Company, thereby restraining dilution to be caused by exercise of acquisition rights for commonshares (it will be done not only fully but also partially). In this regard, the Company believes that the extent of any
potential dilution stemming from the issuance of Class-D shares is reasonable.

6.

Reasons for choosing the prospective allottees(1) Overview of the prospective allottees
(1)
(2)

Names

The Development Bank of Japan Inc.

Address

1-9-6, Otemachi, Chiyoda-ku, Tokyo
Otemachi Financial City South Tower(3)

Title and name ofRepresentative

Seiji Jige, Representative Director, President(4)

Principal businessactivities

Financial insurance business(5)

Share capital(6)

Date of founding

1,000,424,000,000 yen
October 1, 2008

10

(7)

Number of issued shares

43,632,360 shares (as of September 30, 2023)(8)

Fiscal year

(9)

Number of employees

1,867 (as of September 30, 2023) (consolidated)(10)

Major business partners

-

(11)

Major trading bank

-

(12)

Major shareholders andshareholding ratios

March

Minister of Finance of Japan: 100%(13) Relationship between the parties
Capital relationship

Not applicable

Personnel relationship

Not applicable

Business relationship

Financial transactions of bank borrowing have been done between the Company
and the prospective allottees.

Interested parties(14)

Not applicable

Operating results and financial position for the last three years
Fiscal year

Fiscal year ended
March 31, 2021

Fiscal year ended
March 31, 2022

Fiscal year ended
March 31, 2023

Consolidated net assets

3,703,415

3,832,062

3,963,784

Consolidated total assets

21,221,829

21,508,591

21,482,420

Consolidated net assets per share (yen)64,719.67

65,892.29

68,285.56

Consolidated ordinary revenue

269,462

310,349

374,584

Consolidated ordinary profit

73,096

86,134

135,387

Profit attributable to owners of parent

45,246

57,612

92,775

Consolidated basic earnings per share (yen)867.21

1,382.07

1,889.44

186

358

419

Consolidated dividend per share (yen)(Unit: Millions of yen, excluding specified items)* The corporate history and officers of the prospective allottees are presented in the Annual Securities Report. Based on information
known to the Company such as information presented by the prospective allottees and the existing business relationship between
them and the Company, we have concluded that none of the prospective allottees, their officers or major shareholders have any
relationship with anti-social forces, and has submitted a written confirmation to that effect to the Tokyo Stock Exchange, Inc.

(1)

Names

The Bank of Yokohama, Ltd.

(2)

Address

3-1-1 Minatomirai, Nishi-ku, Yokohama-city, Kanagawa, Japan(3)

Title and name ofRepresentative

Tatsuya Kataoka, President and Representative Director(4)

Principal businessactivities

Banking service(5)

Share capital

215,628,000,000 yen(6)

Date of founding

December 16, 1920

(7)

Number of issued shares(8)

Fiscal year

(9)

Number of employees(Consolidated) 4,067(10)

Major business partners

-

(11)

Major trading bank

-

(12)

Major shareholders andshareholding ratios(13)

Relationship between theparties

1,204,576,748 shares (as of September 30, 2023)
March

Concordia Financial Group, Ltd.: 100%

Capital relationship

The allottees own 2,199,330 common shares of the Company.

Personnel relationship

The Company currently has two professionals on loan from the prospective

11

allottees.
Business relationship
Interested parties(14)

Financial transactions of bank borrowing have been done between the Company
and the prospective allottees.
Not applicable

Operating results and financial position for the last three years
Fiscal year ended
March 31, 2021

Fiscal year ended
March 31, 2022

Fiscal year ended
March 31, 2023

Consolidated net assets

1,015,571

1,017,547

1,025,072

Consolidated total assets

19,398,821

21,661,327

23,746,795

Consolidated net assets per share (yen)838.23839.79846.18

Consolidated ordinary revenue

263,460

256,962

283,078

Consolidated ordinary profit

52,842

71,07870,589Profit attributable to owners of parent

34,55345,98949,387

Consolidated basic earnings per share (yen)

28.68

38.17

41.00

-

-

-

Fiscal year

Consolidated dividend per share (yen)(Unit: Millions of yen, excluding specified items)* The corporate history and officers of the prospective allottees are presented in the Annual Securities Report. Based on information
known to the Company such as information presented by the prospective allottees and the existing business relationship between
them and the Company, we have concluded that none of the prospective allottees, their officers or major shareholders have any
relationship with anti-social forces, and has submitted a written confirmation to that effect to the Tokyo Stock Exchange, Inc.

(2) Reason for choosing the prospective allottees
We chose The Development Bank of Japan and The Bank of Yokohama as our prospective allottees incomprehensive consideration of the fact that: i) both banks were major partner financial institutions for theCompany; ii) having Class-D shares held by multiple major partner financial institutions would further stabilize theCompany’s financial policies; and iii) they fully understood the business environment for the Company as well as
its business conditions and capital policy approach.
The Company resolved to enter into an agreement with The Development Bank of Japan and The Bank of
Yokohama on matters related to investment in the Company, including the following:[1]

Oath of the Company
The Company has promised the prospective allottees that the former will i) inform the latter of the business
operation status and the business performance and hold regular meetings and officer meetings with theprospective allotees; ii) obtain prior approval of the prospective allottees in the event of canceling or
terminating any matter requiring a special resolution of a general meeting of the shareholders of the Company
or all or a significant part of operations or in the event of engaging in an act to assume certain obligations orin certain swap transactions, such as for sale of important real estate, leasing of entire business operations,delegation of management of entire business operations, amendment of the articles of incorporation,organizational realignment, corporate dissolution, filing of a petition for bankruptcy proceedings, stock split,
stock merger, gratis allotment, acquisition of treasury shares, dividends of certain surplus, and share capital
reduction (however, any of the prospective allottees shall maximally respect decision-making by the Company
and may not unreasonably refuse to give, or refrain from giving, such approval; iii) inform duly the prospective
allottees of any change made to the shareholders of the Company or to the shareholder breakdown, of any
commencement done of a lawsuit that could potentially affect its financial position adversely, of any
termination done of the Syndicate Loan or the Commitment Line Agreement or any event of a relevant debt
default, and of any change (excluding any change to be made under a renewed Commitment Line Agreement)
to, or termination of, the Syndicate Loan Agreement or the Commitment Line Agreement, and iv) makecommercially-reasonable and utmost efforts to take necessary measures to reduce share capital and capitalreserve in order to generate cash for paying dividends of surplus or acquiring Class-D shares to the extent
12possible by consulting with the prospective allottees in good faith to obey their reasonable demand and to an
extent conforming to laws, for the purpose of becoming able to pay out dividends of surplus to the prospective
allottees and acquire Class-D shares.

[2]

Restriction on exercise of acquisition rights
The prospective allottees may not exercise the acquisition rights for common shares without obtaining
approval from the Company unless there is a reason for lifting the conversion restriction, and may not exercise
the acquisition rights for cash until June 27, 2029, unless there is a reason for lifting the restriction on theexercise of the acquisition rights for cash.

[3]

Prerequisites to payment obligation
The prerequisites to the fulfillment of the payment for Class-D shares by the prospective allottees are that: i)
the Amendment of the Articles of Incorporation has come into effect and remains in effect; ii) procedures
required for the share capital reduction have been completed and the reduction will likely be definitive; iii) the
Syndicated Loan Agreement has been effectively and lawfully entered into and been kept in effect; iv) the
agreement on the revision to the Commitment Line Agreement has been effectively and lawfully entered intoand been kept in effect; and v) the existing class shares have been acquired and retired completely.

Holding policy of the prospective allottees(3)

The Company understands that the prospective allottees intend to acquire Class-D shares as a medium-term
investment and to hold them after acquiring them, in accordance with the provisions of the issuance guidelines forClass-D shares.
As described in “2. (3) [2] and [3] above, under the Subscription Agreement, the Allottees may not exercise theiracquisition rights for common shares of the Company without obtaining approval from it unless any reason for
lifting the conversion restriction occurs, and may not exercise their acquisition rights for cash until June 27, 2029,
unless any reason for lifting the exercise restriction occurs.
As described in 2. (3) [6] above, Class-D shares are subjected to transfer restriction, and all or a part of Class-D
shares may not be transferred without prior written consent of the Company.
In addition, the Company plans to obtain from each of the prospective allottees a letter of assurance consenting to
the fact that, if any of them transfers within two years from the payment date all or a part of the Class-D shares tobe issued through the third-party allotment, it shall inform the details to the Company in writing, it shall notify thedetails to the Tokyo Stock Exchange, and they will be made available for public viewing.

(4) Verification of the existence of assets required for payment by the prospective allottees;
The Company has verified the amount of cash deposited as of September 30, 2023, as shown in the balance sheetof a semiannual report submitted by the Development Bank of Japan to the Director-General of the Kanto Local
Finance Bureau for the fiscal year ended March 2024 and the amount of cash deposited as of March 31, 2023, asshown in the balance sheet stated in the public notice of financial results for the 162nd fiscal year of The Bank of
Yokohama, and has verified that each of the prospective allottees holds funds required for payment for Class-D
shares. The Company has been notified by each of the prospective allottees that they will be able to complete thepreparation of funds required for payment by the payment date, and has concluded that they will be able to securesufficient funds to subscribe to the shares to be allotted by the payment date.

7.

Major shareholders and shareholding ratios after the planned offering(1) Common shares
13

Before offering (as of March 31, 2024)

After offering

The Master Trust Bank of Japan, Ltd. (trust account)

8.86%

Mitsuba Business Partner Shareholding Association

5.04%

The Bank of Yokohama, Ltd.

4.91%

The retirement benefit trust account of Nissan MotorCo., Ltd.; Trustee: Mizuho Trust & Banking Co., Ltd.;
Trustee: Custody Bank of Japan, Ltd.

3.89%

Honda Motor Co., Ltd.

3.71%

Sunfield Industries YK

3.46%

SECOM General Insurance Co., Ltd.

3.00%

Custody Bank of Japan, Ltd. (trust account)

2.36%

Mitsubishi UFJ Trust and Banking Corporation

2.31%

Ashikaga Bank, Ltd.

2.25%

Same as on the left

* Each of the shareholding ratios shown herein is the ratio of the number of shares held to the number of issued shares (excluding
treasury shares).

(2) Class D shares
Before offering (as of May 10, 2024)

After offering

Not applicable

8.

The Development Bank of Japan Inc.

50.00%The Bank of Yokohama, Ltd.

50.00%

Future outlook
By issuing Class D shares, we will invest in the growth areas described in “3. (2) Specific uses of cash to be raised”
as a response to the evolution of mobility and will at the same time build a long-term and stable financial base.
The impact of the issuance of Class-D shares on the Company’s business performance is predicted to be negligible.

9.

Matters related to the procedures under the Code of Corporate Conduct
As the planned capital increase through a third-party allotment will result in a dilution rate of 25% or more for theshares of the Company, it plans to obtain approval by a special resolution at the General Meeting of Shareholders fora procedure to verify the intention of shareholders as stipulated in Article 432 of the Securities Listing Regulations
laid down by the Tokyo Stock Exchange.

1410. Performance and equity financing in the last three years(1) Performance for the last three years (consolidated)
Fiscal year ended
March 31, 2022

Fiscal year ended
March 31, 2023

Fiscal year ended
March 2024

Consolidated net sales

286,482,000,000 yen

319,500,000,000 yen

344,154,000,000 yen

Consolidated operating profit

7,187 million yen

6,718 million yen

21,152,000,000 yen

Consolidated ordinary profit

7,529 million yen

6,049 million yen

22,344,000,000 yen

Profit attributable to owners of parent

83 million yen

1,185 million yen

13,741,000,000 yen

Consolidated basic earnings per share

1.87 yen

26.49 yen

293.62 yen

Dividend per share

3.00 yen

3.00 yen

6.00 yen

1,052.91 yen

1,143.28 yen

1,922.39 yen

Consolidated net assets per share(2) Current number of issued shares and current number of dilutive shares (as of March 31, 2024)
Number of shares

Ratio to the number ofissued shares

Number of issued shares

Common shares: 44,755,768 sharesClass-A shares: 10,000 sharesClass-C shares: 5,000(Note) 1

100%(Note) 2 (Note) 2 -Current number of dilutive shares at thecurrent conversion price (exercise price)

Class-A shares: 25,621,316 sharesClass-C shares: 12,810,658 shares

57.2%
28.6%

(Number of dilutive shares at the lowest
conversion price (exercise price)--

Number of dilutive shares at the highest
conversion price (exercise price)--(Note) 1. As described in “I. Acquisition and Retirement of Existing Class Shares” above, the Company plans to acquire and retire
all Class-A and Class-C shares at the same time as the third-party allotment on June 28, 2024.
2. As neither Class-A shares nor Class-C shares have voting rights, their ratios to the number of issued shares is not stated.

(3) Recent stock prices[1]

For the last three years
Fiscal year ended
March 31, 2022

[2]

Fiscal year ended
March 31, 2023

Fiscal year ended
March 2024

Opening price670 yen

367 yen

528 yenHigh

964 yen569 yen

1,657 yenLow

311 yen330 yen

525 yen

Closing price

370 yen522 yen

1,633 yen

For the last six months
2023
December

2024
January2024
February

2024
March

2024
April

2024
May

Opening price

943 yen

965 yen

1,090 yen

1,465 yen

1,640 JPY

1,457 JPY

High

1,010 yen

1,125 yen

1,456 yen

1,657 yen

1,641 JPY

1,471 JPY

Low

889 yen

937 yen

1,068 yen

1,371 yen

1,371 JPY

1,382 JPY

Closing price

980 yen

1,100 yen

1,453 yen

1,633 yen

1,457 JPY

1,415 JPY

(Note) Stock prices for May 2024 as of May 9.

15

[3]

Stock price as of the business day preceding the issue resolution date
May 9, 2024
Opening price

1,411 JPY

High

1,450 JPY

Low

1,393 JPY

Closing price

1,415 JPY

(4) Equity financing in the last three years
Not applicable

11. Issue description
See Attachment 1 “Class-D Share Issuance Guidelines”.

12. The schedule for the capital increase through the third-party allotment(1)

Date of resolution by the Board of Directors

Friday, May 10, 2024

(2)

Date of resolution by the General Meeting of Shareholders

Thursday, June 20, 2024 (planned)(3)

Payment date for Class-D shares

Friday, June 28, 2024 (planned)

Ⅲ. The Amendment of the Articles of Incorporation
1.

Purpose of the proposed Amendment of the Articles of Incorporation
We will remove the provisions of the Articles of Incorporation pertaining to existing class shares due to an acquisition
and retirement of existing class shares described in “I. Acquisition and Retirement of Existing Class Shares” above,
and will lay down Articles of Incorporation provisions on Class-D shares anew in order to enable such shares
described in “II. Capital Increase Through Third-Party Allotment” above to be issued.
The proposed Amendment of the Articles of Incorporation will be done on the condition that: i) approval is obtained
for the individual proposals relating to the third-party allotment and the Amendment of the Articles of Incorporation
at the General Meeting of Shareholders; ii) approval is obtained for the proposal for the Amendment of the Articles
of Incorporation at the General Meeting of Class Shareholders; and iii) the acquisition and retirement of existing classshares have been completed.

2.

Details of the proposed Amendment of the Articles of Incorporation
Details of the proposed Amendment of the Articles of Incorporation is as shown in Attachment 2 “Draft Amendments
to the Articles of Incorporation”

3.

The schedule of the proposed Amendment of the Articles of Incorporation(1)

Date of resolution by the Board of Directors

Friday, May 10, 2024

(2)

The General Meeting of Shareholders and the date of the resolution onclass shares by the General Meeting of Shareholders
Thursday, June 20, 2024 (planned)(3)Effective date

Friday, June 28, 2024 (planned)

16IV. Reduction in Share Capital
1.

Purpose of the reduction in share capitalIn accordance with the Subscription Agreement and in order to prepare for a nimble and flexible capital policy in the
future, we will, after the issuance of Class-D Shares, reduce share capital and capital reserve, which will be transferred
to other capital surplus constituting a distributable amount. The planned reduction of share capital and capital reserve
will be done on the condition that the issuance of Class-D shares comes into effect.

2.

Procedures for the reduction in share capital(1)

Amount of share capital reduction
5 billion yen(Breakdown)(2)

An amount equivalent to an “amount of share capital increase” resulting from the issuance ofClass-D shares: 5 billion yen
Share capital will be increased by 5 billion yen at the same time as the payment for Class-D
shares is done, so share capital after the effective date will not be reduced from share capitalprior to it.

Share capital required to be reduced
5 billion yen(Breakdown)(3)

An amount equivalent to an “amount of capital reserve increase” resulting from the issuanceof Class-D shares: 5 billion yen
Capital reserve will be increased by 5 billion yen at the same time as the payment for Class-D
shares is done, so capital reserve after the effective date will not be reduced from share capitalprior to it.

Method for reducing share capital and capital reserve
The Company will reduce stated capital and capital reserve as described above pursuant to the provisions ofArticle 447, paragraphs 1 through 3 and Article 448, paragraphs 1 through 3 of the Companies Act, and thenwill transfer the combined total amount in full to “other capital surplus.”3.

4.

Schedule for reduction in share capital(1)

Date of resolution by the Board of Directors

Friday, May 10, 2024

(2)

Date of public notice of objection to creditors

Wednesday, May 22, 2024

(3)

Final date of public notice of objection to creditors (planned)

Monday, June 24, 2024

(4)

Effective date (planned)

Friday, June 28, 2024

Future outlook
The planned decrease in share capital will be done through a transfer procedure in which, under balance sheet net
assets, share capital and capital reserve will be transferred to other capital surplus, so it will neither cause any change
in net assets nor will it affect the Company’s business performance.

17

V. The Syndicated Loans
1.

Purpose of syndicated loans
While we had been working to reduce our existing liabilities, we decided to refinance loans due in the current fiscal
year into long-term loans through a syndicate arranged by The Banks of Yokohama with the aim of securing longterm and stable funds. The Company aims for an increased soundness and stability for its financial position towardrealizing MITSUBA VISION 2030 while continuing with financial transactions under the syndicated loan scheme,
coupled with capital expenditures in growth fields through Class-D shares as shown in “II. Capital Increase Through
Third-Party Allotment”.

2.

Overview of the syndicated loans(1)

Origination amount

Total amount 50,146,200,000 yen (breakdown is as follows)(a)

The first

31,846,200,000 Yen(b)

The second

8,900,000,000 Yen(c)

The third

9,400,000,000 Yen(2)Date of contract(3)

Date of execution

Wednesday, June 26, 2024 (planned)(a)

The first

Friday, June 28, 2024 (planned)(b)

The second

Friday, February 28, 2025 (planned)(c)

The third

Monday, March 31, 2025 (planned)(4)Date of maturity

March 31, 2028 (planned)(5)

Arranger

The Bank of Yokohama, Ltd.

(6)

Co-arranger

MUFG Bank, Ltd. and Sumitomo Mitsui Banking Corporation

(7)

Agent

The Bank of Yokohama, Ltd.

(8)

Syndicate

Nine financial institutions, including The Bank of Yokohama, Ltd., Ltd. (planned)

18

Attachment 1 Class-D Share Issuance Guidelines
Class-D Share Issuance Guidelines
1. Class of shares forsubscription

MITSUBA Corporation Class D Stock

2. Number of shares forsubscription

200 shares

3. Amount to be paid in

50 million yen per share

4. Total amount to be paid in

10 billion yen

5. Increase in share capital

5 billion yen (25 million yen per share)

6. Increase in capital reserve

5 billion yen (25 million yen per share)

7. Payment dateJune 28, 2024

8. Issuing method

To be allotted to the following prospective allottees through a third-party allotment
Development Bank of Japan Inc.:
100 shares
The Bank of Yokohama, Ltd.:
100 shares

Details of Class-D shares
9. Dividends of surplus(1) Record date of termend dividend

The Company may pay dividends of surplus in cash (term-end dividends) toshareholders holding Class D shares stated or recorded in the final shareholder registryon the last day of each business year (hereinafter referred to as “Class D Shareholders”)
or registered pledgees of Class D shares (hereinafter referred to as “Class D Registered
Pledgees”).

(2) Interim dividend

In addition to term-end dividends, the Company may specify a record date and pay
dividends of surplus (interim dividends) in cash to Class D Shareholders or Class D
Registered Pledgees stated or recorded in the final shareholder registry on such record
date.

(3) Preferred dividends

When the Company pays dividends of surplus on a record date that falls within acertain business year, the Company shall pay dividends in cash in the amount specified
in 9. (4) below (hereinafter referred to as “Class D Preferred Dividends”) for each ClassD share to Class D Shareholders or Class D Registered Pledgees that are stated orrecorded in the final shareholder register on the record date, prior to shareholders
holding common shares (hereinafter referred to as “Common Shareholders”) or
registered pledgees of common shares (hereinafter referred to as “Common Registered
Pledgees”) that are stated or recorded in the final shareholder register on the record
date. Provided, however, that if surplus is distributed to Class D Shareholders or Class
D Registered Pledgee using a day in the business year containing the record date forthe distribution of surplus that is on or before the record date for the distribution of
surplus as the record date (The dividends are hereinafter referred to as “Class D Interim
Preferred Dividends”), the amount shall be one less the amount of such dividends. If
the Company acquires the Class D shares during the period between the record date
for such dividends of surplus and the date on which such dividends of surplus is paid,
the Company shall not be required to pay dividends of surplus with respect to such
Class D shares on such record date.

(4) Amount of Class D
Preferred Dividends

The amount of Class D Preferred Dividends shall be the amount calculated for eachshare Class D Stock based on the following formula: However, the division shall bemade at the end and calculated to the third decimal place below the unit of yen androunded off to the second decimal place.
The amount of Class D Preferred Dividends per share of Class D Stock shall be theamount calculated by dividing the actual number of days during the period from thefirst day of the business year containing the record date for the dividends of surplus(provided, however, that if the record date for the dividends of surplus belongs to thesame business year as the payment date, the payment date) (including the same day)to the record date for the dividends of surplus (including the record date) by 365 days
per year, with respect to the amount calculated by multiplying the total amount to be19

paid per share of Class D Stock and the unpaid Class D Preferred Dividends (definedin 9. (5) below.) (if any) after the term-end dividend for the previous business year by
7.8% per annum.
(5) Accumulation clause

If the total amount of dividends of surplus per share paid to the Class D Shareholders
or Class D Registered Pledgees, with a day belonging to a business year as the record
date, does not reach the Class D Preferred Dividend Amount when calculated with thelast day of the relevant business year as the record date, the shortfall (hereinafterreferred to as “Unpaid Class D Preferred Dividends”) shall be accumulated from thefollowing business year onward.

(6) Non-participation
clauseThe Company shall not pay dividends from surplus to Class D Shareholders or Class
D Registered Pledgees in excess of the total amount of Class D Preferred Dividends
defined in 9.(4) above.

10. Distribution of residual assets(1) Distribution of residual
assetsWhen the Company distributes residual assets, it shall pay the amount defined in 10.(2)below for each share of Class D Stock to Class D shareholders or Class D Registered
Pledgees prior to Common Shareholders or Common Registered Pledgees.

(2) Distribution amount of residual assets[1]

Distribution amount The distribution amount of residual assets per share of Class D Stock shall be theof basic residual
amount equivalent to the basic redemption value (hereinafter referred to as
assets“Distribution Amount of Basic Residual Assets”) calculated by the basic redemption
value formula (however, the “redemption request date” in the basic redemption value
formula shall be applied by replacing it with the “residual assets distribution date” (theday on which residual assets are distributed; The same shall apply hereinafter.).) set
forth in 12. (2) [1] below.

[2]

Deduction amount(3) Non-participation
clause11. Voting rights

Notwithstanding 10.(2) [1] above, if there are Class D Preferred Dividends (including
Class D Interim Preferred Dividends paid by the distribution date of residual assets;hereinafter referred to as “Class D Preferred Dividends Paid Before Dissolution”.) paidby the distribution date of residual assets, the distribution amount of residual assets foreach share of Class D Stock shall be the amount obtained by deducting the amountequivalent to the deduction amount calculated in accordance with the deduction
amount formula set forth in 12.(2) [2] below (however, the “redemption date” and“Class D Preferred Dividends paid before redemption demand” in the deduction
amount formula shall be applied by replacing them with “distribution date of residual
assets” and “Class D Preferred Dividends Paid Before Dissolution,” respectively) fromthe distribution amount of basic residual assets set forth in 10.(2) [1] above. If Class-D
Preferred Dividends Paid Before Dissolution are paid on multiple occasions, theamount equivalent to a subtraction value will be calculated for each of Class-D
Preferred Dividends Paid Before Dissolution, and the combined total amount will be
subtracted from the distribution amount of basic residual assets specified in 10.(2) [1]
above.
No distribution of residual assets shall be made to Class D Class Shareholders or Class
D Registered Pledgees in addition to the above.
The Class D Shareholders shall not have voting rights at any general meeting ofshareholders unless otherwise provided for by laws and regulations.

12. Acquisition rights for cash (Right to demand redemption)(1) Details of right todemand redemption

Class D Shareholders may at any time demand (hereinafter referred to as “Redemption
Demand”) the Company acquire shares of Class D Stock in exchange for money. In
this case, the Company shall, in exchange for the acquisition of one share of Class D
Stock, pay to the Class D Shareholders cash in the amount specified in 12.(2) below(provided, however, that the division shall be performed at the end and the amountshall be calculated to the third decimal place in yen units and rounded off to the second
decimal place; hereinafter referred to as the “Redemption Value”), to the extent legallypossible, up to the amount available for distribution prescribed in Article 461,
Paragraph (2) of the Companies Act as of the date of the Redemption Demand(hereinafter referred to as the “Redemption Demand Date”). If the Redemption
Demand is made in excess of the amount available for distribution as of the
Redemption Demand Date, shares of Class D Stock to be acquired shall be determinedby the Company’s Board of Directors by lottery or pro rata allocation according to the20

number of shares of Class D Stock for which the Redemption Demand was made or
any other method.
(2) Redemption value[1]

Basic redemption
value

Redemption Value per share of Class D Stock shall be the amount calculated by thefollowing calculation formula (hereinafter referred to as the “Basic Redemption
Value”).
(Basic redemption value calculation formula)
Basic Redemption Value = 50 million yen × (1+ 0.078)m+n/365
The number of days in the period from the payment date (including the date) to the
Redemption Demand Date (including the date) shall be “m years and n days.”[2]

Deduction amountNotwithstanding 12.(2) [1] above, redemption value per share of Class-D Share will
be an amount to be calculated by deducting a value to be calculated by the following
calculation formula from a Basic Redemption Value specified in 12.(2) [1] above incases where any Class-D preferred dividends ( including interim preferred dividends
paid prior to a redemption demand date; hereinafter referred to as “Class-D Preferred
Dividends Paid Before Redemption Demand”) are paid prior to the Redemption
Demand. If Class-D Preferred Dividends Paid Before Redemption Demand are paidon multiple occasions, a subtraction value will be calculated for each of Class-D
Preferred Dividends Paid Before Redemption Demand, and the combined total amountwill be subtracted from the basic redemption value specified in 12.(2) [1] above.
(Calculation formula for subtraction value)
Subtraction value = Class-D preferred dividend paid prior to a redemption
demand × (1+0.078) x+y/365
The number of days from the payment date for Class-D Preferred Dividends Paid
Before Redemption Demand (including the date) to the redemption demand date(including the date) will be shown as “x years and y days.”(3) Place for receiving
redemption demand1- 2681 Hirosawa-cho, Kiryu City, Gunma
MITSUBA Corporation(4) Effectuation ofredemption demand

Redemption demand becomes effective when the written demand arrives at the place
for receiving redemption demand.

13. Acquisition clause for cash consideration (compulsory redemption)(1) Details of compulsory
redemption(2)

Notwithstanding the intentions of Class D Shareholders or Class D Registered
Pledgees, the Company may at any time, upon the arrival of a date separately
determined by the Company’s Board of Directors (hereinafter referred to as the“Compulsory Redemption Date”), deliver to Class D Shareholders or Class D
Registered Pledgees, cash in the amount specified in 13. (2) below (hereinafter referred
to as the “Compulsory Redemption Value”), up to the amount available for distribution
on such date, in exchange for the Company acquiring all or part of shares of Class D
Stock (The acquisition of shares of Class D Stock under this provision is hereinafterreferred to as “Compulsory Redemption.”). When a part of shares of Class D Stock is
to be acquired, the shares of Class D Stock to be acquired shall be determined by theCompany’s Board of Directors by lottery, pro rata allocation or any other method.

Compulsory redemption value[1]

Basic compulsory
redemption value

The Compulsory Redemption Value per share of Class D Stock shall be the amountequivalent to the basic redemption value (hereinafter referred to as the “Basic
Compulsory Redemption Value”) calculated by the basic redemption value formula(however, the “redemption demand date” in the basic redemption value formula shallbe applied by replacing it with the “Compulsory Redemption Date.”) set forth in 12(2)[1] above.

[2]

Deduction amountNotwithstanding 13.(2) [1] above, if there are Class D Preferred Dividends (including
Class D Interim Preferred Dividends paid by the Compulsory Redemption Date;hereinafter referred to as “Class D Preferred Dividends Paid Before Compulsory
Redemption”) paid by the Compulsory Redemption Date, the Compulsory
Redemption Value for each share of Class D Stock shall be the amount obtained bydeducting the amount equivalent to the deduction amount calculated in accordancewith the deduction amount formula set forth in 12.(2) [2] above (however, the“redemption date” and “Class D Preferred Dividends paid before redemption demand”
21

in the deduction amount formula shall be applied by replacing them with “Compulsory
Redemption Date” and “Class D Preferred Dividends Paid Before Compulsory
Redemption,” respectively) from the Basic Compulsory Redemption Value set forth in13.(2) [1] above. If the Class-D Preferred Dividends Paid Prior to Compulsory
Redemption are paid on multiple occasions, the amount equivalent to the deduction
amount shall be calculated for each of Class-D Preferred Dividends Paid Prior toCompulsory Redemption, and the combined total amount shall be deducted from the
Basic Compulsory Redemption Value set forth in 13.(2) [1] above.
14. Acquisition rights for common shares (Right to demand conversion)(1) Details of right todemand conversion

Class D Shareholders may at any time, to the extent legally possible, demand theCompany to deliver to the Class D Shareholders, in exchange for the Company’s
acquisition of all or part of shares of Class D Stock, the number of shares of theCompany’s common stock calculated by the calculation method set forth in 14.(2)below (hereinafter referred to as the “Conversion Demand,” and the date on which theConversion Demand was made shall be referred to as the “Conversion Demand
Date.”). If the number of shares of common stock to be delivered to Class D
Shareholders is calculated in accordance with the calculation method set forth in 14.(2)below, any fraction of less than one share shall be rounded down. The Company shallnot be required to deliver the cash specified in Article 167, Paragraph (3) of theCompanies Act to the Class D Shareholders who made the Conversion Demand upon
the rounding down of such fraction.

(2) Method of calculating
the number of shares ofcommon stock to bedelivered upon
Conversion Demand.

[1]

The number of common shares to be delivered by the Company to Class D
Shareholders as consideration shall be calculated in the manner set forth below.
However, rounding down of fractions shall be done at the end, and any fraction
less than one share in the number of common shares to be delivered to Class D
Shareholders shall be rounded down, and no adjustment in cash shall be made.
(Calculation formula)
Number of common shares of the Company to be delivered in exchange for theacquisition of shares of Class D Stock= Number of shares of Class D Stock demanded by Class D Shareholders to beacquired× Amount equivalent to Basic Redemption Value set forth in Article 12.(2) [1]
above less the amount equivalent to deduction amount set forth in 12.(2) [2]
above (however, the amount equivalent to Basic Redemption Value and theamount equivalent to deduction amount shall be calculated by replacing the“Redemption Demand Date” with the “Conversion Demand Date “ andreplacing the “Class D Preferred Dividends Paid Before Redemption Demand”
with the “Class D Preferred Dividends Paid Before Conversion Demand”(meaning the amount of Class D Preferred Dividends paid by the Conversion
Demand Date (including the Class D Preferred Interim Dividends paid by theConversion Demand Date)) in the basic redemption value formula and the
deduction amount formula÷ Conversion value[2] Conversion value
a. Initial conversion value
The initial conversion value shall be 1,344 yen.
b. Revision of the conversion value
The conversion value shall be adjusted on the last day of June and the last day ofDecember of each year after the last day of December 2024 (hereinafter
individually or collectively referred to as “Conversion Value Revision Date”) to
the amount equal to 95% of the market price on the Conversion Value Revision
Date (hereinafter referred to as “Revised Conversion Value”). However, if the
Revised Conversion Value is less than 708 yen (hereinafter referred to as“Minimum Conversion Price”), the Revised Conversion Value shall be the
Minimum Conversion Value. If the Conversion Value is adjusted in accordancewith (c) below, the Minimum Conversion Value shall be adjusted in the samemanner.

22

The above “market price” shall be the average value (excluding the days with noclosing price; it shall be calculated to the second decimal place below the unit of
yen and rounded off to the first decimal place) of the daily closing price (including
quotes) of the common shares of the Company in ordinary trading on the Tokyo
Stock Exchange, Inc. (hereinafter referred to as “TSE”) for 30 trading days
commencing on the 45th trading day preceding such Conversion Value Revision
Date.
c. Adjustment of the conversion value(a) If, after the issuance of shares of Class D Stock, the number of common sharesis or may be changed for any of the reasons listed in (b) below, the Company
shall adjust the conversion value (including the Revised Conversion Value inaccordance with (b) above) by the formula set forth below (hereinafter referred
to as “Conversion Value Adjustment Formula”).
Adjusted conversion value= Unadjusted conversion value × (Number of common shares outstanding +(Number of common shares delivered × paid-in amount per share) ÷Market price) ÷ (Number of common shares outstanding + Number ofcommon shares delivered)
The “Number of common shares outstanding” used in the Conversion Value
Adjustment Formula shall be the number of outstanding common shares of theCompany less the number of common shares held by the Company if a record
date for each of the transactions in (b)(i) through (iv) below is set for the
Common Shareholders, on that date, or, if no such record date is set, on the date
one month before the date on which the adjusted conversion value is to be
applied as of such date, plus the number of common shares deemed to be thenumber of ordinary shares to be delivered under (b) or (d) below before such
conversion value adjustment that have not yet been delivered.
The “Number of common shares to be delivered” used in the Conversion Value
Adjustment Formula shall be the number of common shares to be increased by
the stock split (not including the number of common shares increased withrespect to the common shares held by the Company on the record date) if a
stock split of common shares is carried out, and if a consolidation of commonshares is carried out, the number of common shares to be reduced by the
consolidation of shares (not including the number of common shares decreased
with respect to the common shares held by the Company on the effective date)shall be indicated as a negative value and used.
The “Paid-in amount per share” used in the Conversion Value Adjustment
Formula shall be the amount to be paid in the case of (b)(i) below (it shall beappropriate appraisal value of the property in the case where property otherthan cash is the subject of the contribution; it shall be zero yen in the case of
the allotment without contribution), shall be zero yen in the case of (b)(ii) and(iv) below, and in the case of (b)(iii) below, it shall be the amount obtained by
dividing the amount paid in or otherwise paid in consideration upon deliveryof the Shares with Put Option, etc. (defined in (b)(iii) below) (in the case ofshare options for which the delivery of common shares may be requested forconsideration that falls below the market price, it shall be the amount plus theamount of the properties to be contributed upon exercise of the share option)less the value of properties other than common shares delivered to the holderof Shares with Put Option, etc. upon acquisition, conversion, exchange, or
exercise thereof by the number of common shares to be delivered uponacquisition, conversion, exchange, or exercise thereof (hereinafter referred toas “Consideration” in (b)(iii) below.
(b) When the conversion value of shares of Class D Stock is adjusted by theConversion Value Adjustment Formula and the time of application of theadjusted conversion value shall be as set forth below.
(i) In the case of delivering the common shares at a paid-in amount that falls
below the market price set forth in (c)(ii) (including a case of allotment
without consideration) (however, excluding the case of delivery inexchange for acquisition of shares with put option, shares subject to call,23

or share options subject to call delivered by the Company (including those
attached to bonds with share options; the same shall apply in this c) or thecase of delivery upon acquisition, conversion, exchange, or exercise ofshare options (including those attached to bonds with share options; thesame shall apply in this c) or other securities or rights for which thedelivery of common shares may be requested for consideration)
The adjusted conversion value shall be applied on or after the payment
date (If a payment period is provided for the solicitation, it shall be the last
day of the payment period. The same shall apply hereinafter) or the day
following the effective date of allotment without contribution. However,if there is a record date for granting the Company’s Common
Shareholders the right to receive allotment of shares for subscription, orfor allotment without contribution, it shall be applied from the day
following such date.
(ii) In the case of a stock split of common shares
The adjusted conversion value shall be applied on and after the day
following the record date for the stock split of common shares.
(iii) In the case of delivering shares with put option, shares subject to call, or
share options subject to call for which there are provisions to delivercommon shares at a price that falls below the market price set forth in (c)(ii) below in exchange for the acquisition (including a case of allotment
without consideration), or in the case of delivery of share options or othersecurities or rights for which the delivery of common shares may berequested for consideration that falls below the market price set forth in(c)(ii) below (including a case of allotment without consideration)
The adjusted conversion value shall be calculated by applying theConversion Value Adjustment Formula mutatis mutandis, deeming that
all of the shares with put option, shares subject to call, share options
subject to call or share options, or other securities or rights (hereinafterreferred to as “Shares with Put Option, etc.”) to be delivered wereacquired, converted, exchanged, or exercised and common shares weredelivered under the initial conditions, and shall be applied from the day
after the date of delivery or the effective date of allotment without
consideration. However, if there is a record date for granting the Common
Shareholders the right to receive allotment of Shares with Put Option, etc.,
or for allotment without contribution, it shall be applied from the day
following such date.
Notwithstanding the foregoing, if the consideration for the commonshares to be delivered upon the acquisition, conversion, exchange, or
exercise is not fixed at the time stated above, the adjusted conversion
value shall be calculated by applying the Conversion Value Adjustment
Formula mutatis mutandis, deeming that all of the Shares with Put Option,etc. delivered at the time such consideration is fixed are acquired,converted, exchanged, or exercised and common shares are delivered
under the conditions as of the time such consideration is fixed and theconversion value adjustment formula shall be applied on or after the day
following the day on which the consideration is fixed.
(iv) In the case of consolidation of common shares
The adjusted conversion value shall be applied on or after the effective
date of share consolidation.
(c) (i) The Conversion Value Adjustment Formula shall be calculated to thesecond decimal place below the unit of yen, and such decimal place shallbe rounded down.
(ii) The market price used in the Conversion Value Adjustment Formula shallbe the average value (excluding the days with no closing price; it shall becalculated to the second decimal place and rounded off to the first decimal
place) of the daily closing price (including quotes) of the common sharesof the Company in ordinary trading on the TSE for 30 trading days
commencing on the 45th trading day preceding the date on which theadjusted conversion value is applied.
(d) In addition to the cases that require adjustment of the conversion value set forth24

in (b) above, the Company shall make the necessary adjustment of theconversion value if the Company’s Board of Directors reasonably determinesthat any of the following cases applies:(i) When adjustment of the conversion value is necessary due to a merger inwhich the Company is the surviving company, or the succession of all orpart of the rights and obligations of another company in an absorptiontype company split carried out by such company, or the acquisition of all
the shares outstanding of another company in a share exchange carriedout by such stock company;(ii) When two or more events for adjusting the conversion value occur closely
in time, and it is necessary, with regard to the market price to be used in
calculating the adjusted conversion value based on one of the events, toconsider the effect of the other events; or(iii) Other cases where the conversion value needs to be adjusted due to theoccurrence of a change or an event that may cause a change in the numberof common shares outstanding.
(e) If the difference between the adjusted conversion value calculated by theConversion Value Adjustment Formula and the unadjusted conversion value isless than one yen, the adjustment of the conversion value shall not be made.
However, adjustments that have become unnecessary pursuant to the above (e)will be carried forward and taken into account in the subsequent adjustment
calculations.
(f) If the Company adjusts the conversion value pursuant to (a) through (e) above,
the Company shall notify each Class D Shareholder listed in the shareholders
registry in writing in advance of such fact, reasons therefor, the conversion
value before adjustment, the adjusted conversion price, the date of application,and other necessary matters. However, if the above notice cannot be given by
the day preceding the date of application, it shall be given promptly after thedate of application.
(3) Place for receiving
conversion demand

1-4-5 Marunouchi, Chiyoda-ku, Tokyo
Stock Transfer Agency, Mitsubishi UFJ Trust and Banking Corporation(4) Effectuation of
conversion demand

Conversion demand becomes effective when the written demand arrives at the place
for receiving conversion demand.

15. Consolidation or split ofsharesExcept as otherwise provided for by laws and regulations, there shall be no
consolidation or split of shares with respect to Class D Stock. Class D Shareholders
shall not be entitled to the allotment of shares for subscription or share options forsubscription, and the allotment of shares or share options without contribution shall not
be made.

16. Transfer restrictions

Acquisition of shares of Class D Stock by transfer is subject to approval by the Boardof Directors.

25

Attachment 2: Draft Amendments to the Articles of Incorporation
Draft Amendments to the Articles of Incorporation(Underlines indicate changes.)
Current Articles of Incorporation

Draft Amendments to the Articles of Incorporation(Total Number of Authorized Shares and Total Numberof Authorized Class Shares)
Article 5 The total number of authorized shares of theCompany shall be 150 million.
The total number of authorized class shares of theCompany shall be as follows for each class of shares:
Common shares
150 million sharesClass A shares
15,000 sharesClass B shares
6,000 sharesClass C shares
5,000 shares(Total Number of Authorized Shares and Total Number ofAuthorized Class Shares)
Article 5 The total number of authorized shares of the Company
shall be 150 million.
The total number of authorized class shares of the Company
shall be as follows for each class of shares:
Common shares
150 million sharesClass D shares
200 shares(Number of Shares per Unit)
Article 6 The number of shares constituting one unit ofshares of common stock of the Company shall be 100
shares, and the number of shares constituting one unit ofClass A shares, Class B shares, and Class C shares shallbe one share each.

(Number of Shares per Unit)
Article 6 The number of shares constituting one unit of shares ofcommon stock of the Company shall be 100 shares, and thenumber of shares constituting one unit of Class D shares shall be
one share.

Chapter II-2 Class A Shares(Class A Preferred Dividends)
Article 11-2 When the Company pays a dividend of
surplus based on a record date that belongs to a business
year, such payment shall be made, according to the orderof priority of the payment set forth in Article 11-10,
paragraph 1, in the amount specified in paragraph 2 foreach Class A share (the money to be paid per Class A
share as a result of such dividend shall be hereinafterreferred to as “Class A Preferred Dividends”) to
shareholders holding Class A shares (hereinafter referred
to as “Class A Shareholders”) or registered pledgees ofClass A shares (hereinafter referred to as “Class A
Shareholders, etc.” together with Class A Shareholders)
who are stated or recorded in the final shareholder
registry as of the record date for the distribution of suchsurplus (hereinafter referred to as “Dividend Record
Date”). If the amount obtained by multiplying the Class
A Preferred Dividends by the number of Class A sharesto which each of the Class A Shareholders, etc. has rights
includes a fraction of less than one yen, such fraction
shall be rounded down.

Chapter II-2 Class D Shares(Class D Preferred Dividends)
Article 11-2 When the Company pays a year-end dividend of
surplus in accordance with the provisions of Article 40,
paragraph 2, such dividend shall be paid to shareholders holding
Class D shares (hereinafter referred to as “Class D
Shareholders”) or registered pledgees of Class D shares(hereinafter referred to as “Class D Share Registered Pledgees”;
hereinafter referred to as” Class D Shareholders, etc.” together
with Class D Shareholders) who are stated or recorded in the
final shareholder registry as of the record date for the relevant
year-end dividend, before the shareholders holding commonshares (hereinafter referred to as “Common Shareholders”) or
registered pledgees of common shares (hereinafter referred to as“Common Share Registered Pledgees”; hereinafter referred to as“Common Shareholders, etc.” together with Common
Shareholders) who are stated or recorded in the final shareholder
registry as of the same date, as Class D Preferred Dividends per
Class D Share, in the amount calculated by pro-rating, with one
year being 365 days, the amount of money calculated bymultiplying the sum of the amount to be paid in for Class D
shares and the Unpaid Class D Preferred Dividends (as definedin the following paragraph) after the year-end dividend for theprevious business year (if any) by 7.8% per annum, for the actual
number of days during the period from the first day of thebusiness year that includes the record date for the relevant yearend dividend (however, if the record date for the relevant
dividend of surplus belongs to the same business year as thepayment date, it shall be the payment date) (including the sameday) to the record date for the dividend of such surplus(including the same day) (hereinafter referred to as “Class D
Preferred Dividend Amount”) (however, the division shall bemade at the end and calculated to the third decimal place below
the unit of yen and rounded off to the second decimal place).
However, in the business year containing the record date of the26year-end dividends, if the Class D Preferred Interim Dividends
set forth in Article 11-3 have been paid, the amount obtained bydeducting the total amount thereof shall be paid. If the Company
acquires the Class D shares during the period between the record
date for such year-end dividend and the date on which such yearend dividend is paid, the Company shall not be required to pay a
year-end dividend pertaining to such record date with respect tosuch Class D shares.
2. The amount of the Class A Preferred Dividends shallbe calculated by pro-rating, with one year being 365
days (however, 366 days when the business year
includes a leap day), the amount of money calculated bymultiplying 1,000,000 yen (hereinafter referred to as“Amount Equivalent to Paid-in Amount” in this
Chapter) by 6.0%, for the actual number of days during
the period from the first day of the business year that
includes the relevant Dividend Record Date (however,in the case where such day belongs to the business year
ended on the last day of March 2021, the date of issuanceof Class A shares) (including the same day) to therelevant Dividend Record Date (including the same day)(the division shall be made at the end and calculated tothe second decimal place below the unit of yen, rounded
to the first decimal place). However, if surplus isdistributed to the Class A Shareholders, etc. on the basisof a record date prior to the relevant Dividend Record
Date during the business year containing the relevant
Dividend Record Date, the amount of Class A Preferred
Dividends pertaining to the relevant Dividend Record
Date shall be the amount obtained by deducting the total
amount of Class A Preferred Dividends paid for eachsuch distribution.

2. If in a business year, the total amount of surplus per share paid
to the Class D Shareholders, etc., does not reach the Class D
Preferred Dividend Amount when calculated with the last day of
the relevant business year as the record date, the shortfall(hereinafter referred to as “Unpaid Class D Preferred
Dividends”) shall be accumulated from the following businessyear onward.

3 The Company shall not pay dividends of surplus to the 3. The Company shall not pay dividends from surplus to ClassClass A Shareholders, etc. in excess of the amount of D Shareholders, etc., in excess of the total amount of Class D
Class A Preferred Dividends and the Amount Equivalent Preferred Dividends.
to Class A Cumulative Unpaid Dividends (as defined inparagraph 4). However, this shall not apply to the
distribution of surplus prescribed in Article 758, item
(viii), (b) or Article 760, item (vii), (b) of the Companies
Act made as part of the absorption-type company split
procedures conducted by the Company, or the
distribution of surplus prescribed in Article 763,
paragraph (1), item (XII), (b) or Article 765, paragraph(1), item (viii), (b) of the Companies Act made as part ofthe incorporation-type company split procedures
conducted by the Company.
4. In the case where the total amount of dividends of (Deleted)surplus per share made to Class A Shareholders, etc. on
the basis of the record date that belongs to a businessyear (excluding the dividend in the Amount Equivalent
to Class A Cumulative Unpaid Dividends (as defined
below) accumulated in accordance with this paragraphwith respect to Class A Preferred Dividends pertaining
to each business year prior to that business year) does
not reach the amount of Class A Preferred Dividends
pertaining to that business year (meaning the amount ofClass A Preferred Dividends to be calculated inaccordance with paragraph 2 in the case where a
dividend of surplus is assumed to be paid with the last
day of the that business year as the record date; however,the provisions of the proviso to paragraph 2 shall not beapplied in such calculation), the shortfall shall be
accumulated in the business year immediately following
27

that business year (hereinafter referred to as “BusinessYear with the Shortfall” in this paragraph) and thesubsequent business years. The accumulated amount,in this case, shall be the amount obtained by adding theamount calculated by compounding annually at aninterest rate of 6.0% per annum in each business year
following the Business Year with the Shortfall andthereafter (however, for the first year, the period from the
day following the ordinary general meeting ofshareholders for the Business Year with the Shortfall(hereinafter referred to as “Ordinary General Meeting of
Shareholders for the Business Year with the Shortfall” inthis paragraph) (including the same day) to the last dayof the business year following the Business Year with the
Shortfall (including the same day)) from the day(including the same day) following the Ordinary
General Meeting of Shareholders for the Business Yearwith the Shortfall until the day when the accumulated
amount is distributed to the Class A Shareholders, etc.
(including the same day). Such calculation shall be madeon a pro-rata daily basis, with one year being 365 days(or 366 days if the relevant business year includes a leapday), and the division shall be made at the end andcalculated to the second decimal place below the unit ofyen, rounded to the first decimal place. The amountaccumulated in accordance with this paragraph(hereinafter referred to as “Amount Equivalent to ClassA Cumulative Unpaid Dividends”) shall be distributed
to the Class A Shareholders, etc. in the order of priorityof the payment set forth in Article 11-10, paragraph 1. If
the amount obtained by multiplying the Amount
Equivalent to Class A Cumulative Unpaid Dividends tobe distributed by the number of Class A shares to which
each of the Class A Shareholders, etc. has rights includes
a fraction of less than one yen, such fraction shall be
rounded down.
(Class A Preferred Dividends)
Article 11-3 When the Company distributes residual
assets, it shall pay, per Class A share, to Class A
Shareholders, etc. the amount obtained by adding theAmount Equivalent to Class A Cumulative Unpaid
Dividend and the Daily Unpaid Preferred Dividends set
forth in paragraph 3 to the Amount Equivalent to Paidin Amount (hereinafter referred to as “Class A Residual
Asset Distribution Amount”), according to the order ofpriority of the payment set forth in Article 11-10,
paragraph 2. However, in this paragraph, if the day on
which the distribution of residual assets is made(hereinafter referred to as “Distribution Date” in this
Chapter) falls between the day following a DividendRecord Date (including the same day) and the time atwhich the dividend of surplus is paid based on such
Dividend Record Date, the Amount Equivalent to ClassA Cumulative Unpaid Dividends shall be calculated,
deeming that dividend of surplus based on such
Dividend Record Date is not paid. If the amountobtained by multiplying the Class A Residual AssetDistribution Amount by the number of Class A shares towhich each of the Class A Shareholders, etc. has rights
includes a fraction of less than one yen, such fraction
shall be rounded down.

(Class D Preferred Interim Dividends)
Article 11-3 When the Company pays dividends of surplus(hereinafter referred to as “Interim Dividend”) with a record dateother than the last day of the business year (hereinafter referred
to as “Record Date for Interim Dividend”) in accordance withthe provisions of Article 40, paragraphs 2 and 3, the Company
shall pay, per Class D Share, to the Class D Shareholders, etc.
who are stated or recorded in the final shareholder registry as of
the Record Date for Interim Dividend, before the Common
Shareholders, etc., the dividend of surplus in cash in the amountcalculated by, after multiplying the total of the amount to be paidin for the Class D shares and the Unpaid Class D Preferred
Dividends (if any) after the year-end dividend for the previous
business year by 7.8% per annum, dividing the resulting amountby 365 days (however, the division shall be made at the end andcalculated to the third decimal place below the unit of yen androunded off to the second decimal place) for the actual numberof days during the period from the first day of the business yearthat includes the Record Date for Interim Dividend (however, if
the Record Date for Interim Dividend belongs to the samebusiness year as the payment date, it shall be the payment date)(including the same day) to the Record Date for Interim
Dividend (including the same day) (hereinafter referred to as“Class D Preferred Interim Dividends”). However, in thebusiness year containing the Record Date for Interim Dividend,
if the Class D Preferred Interim Dividends set forth in this Article
28

have been paid during the period up to the relevant Interim
Dividend, it shall be the amount obtained by deducting the total
amount thereof. If the Company acquires the Class D Shares
during the period between the Record Date for Interim Dividend
and the date on which such Interim Dividend is paid, theCompany shall not be required to pay an Interim Dividend
pertaining to the Record Date for Interim Dividend with respect
to such Class D Shares.
2. No distribution of residual assets shall be made to the (Deleted)
Class A Shareholders, etc. in addition to the provisionsof the preceding paragraph.
3. The Daily Unpaid Preferred Dividends per Class A (Deleted)share shall be the amount equivalent to the Class A
Preferred Dividends calculated in accordance with
Article 11-2, paragraph 2 (hereinafter, in this Chapter,the daily unpaid preferred dividends per Class A share
shall be referred to as “Daily Unpaid Preferred
Dividends”) assuming that the Class A Preferred
Dividends are paid in the business year containing theDistribution Date with such Distribution Date as therecord date.
(Voting Rights)
Article 11-4 The Class A Shareholders shall not havevoting rights at any general meeting of shareholders
unless otherwise provided for by laws and regulations.

(Distribution of Residual Assets)
Article 11-4 When the Company distributes residual assets, theCompany shall distribute, per Class D share, to Class D
Shareholders, etc. before the Common Shareholders, etc. theamount equivalent to the basic redemption price set forth inparagraph 2 of the following Article less the amount equivalent
to the deduction amount (however, the amount equivalent tobasic redemption price and the amount equivalent to the
deduction amount shall be calculated in the basic redemption
price formula and the deduction amount formula by replacing
the “Class D Redemption Claim Date” with the “Residual AssetDistribution Date” (meaning the date on which the distributionof the residual assets is made; the same shall apply hereinafter)and replacing the “Class D Preferred Dividends paid before
redemption claim” with the “Class D Preferred Dividends paid
before dissolution” (meaning the amount of Class D Preferred
Dividends paid during the period up to the Residual Assets
Distribution Date (including the Class D Preferred Interim
Dividends paid during the period up to the Residual Assets
Distribution Date)). If the Class D Preferred Dividends paid
before dissolution have been paid more than once, the amountequivalent to the deduction amount shall be calculated for eachof the Class D Preferred Dividends paid before dissolution, andthe total of these amounts shall be deducted from the amountequivalent to basic redemption price.

(Newly established)

2. No distribution of residual assets shall be made to Class D
Shareholders, etc. in addition to the preceding paragraph.

(Right to Claim Acquisition of Common Share
Consideration)
Article 11-5 A Class A Shareholder may, at any time on
and after the date of issuance of Class A shares, requestthat the Company acquire all or part of the Class A sharesthat they hold (hereinafter referred to as “Claim for
Acquisition of Common Share Consideration” in this
Chapter) in exchange for the delivery of the number ofcommon shares set forth in paragraph 2 (hereinafterreferred to as “Common Shares Subject to Claim” in this(Right to Claim Acquisition of Cash Consideration)
Article 11-5 A Class D Shareholder may at any time request that
the Company deliver cash in exchange for the acquisition of allor part of their Class D Shares (hereinafter referred to as “Class
D Redemption Claim”) to the extent possible under the laws andregulations, up to the distributable amount prescribed in Article
461, paragraph 2 of the Companies Act. When such claim(hereinafter, the date on which the Class D Redemption Claim
was made is referred to as “Class D Redemption Claim Date”)
is made, the Company shall carry out acquisition procedures in29

paragraph), and the Company shall deliver the Common
Shares Subject to Claim to such Class A Shareholder tothe extent permitted by laws and regulations in exchange
for the acquisition of the Class A shares pertaining tosuch Claim for Acquisition of Common Share
Consideration.

accordance with the provisions of laws and regulations. If aredemption claim is made in excess of the amount available for
distribution on the Class D Redemption Claim Date and only aportion of the claimed Class D shares can be acquired, thenumber of shares to be acquired shall be determined on a prorata basis, by lot, or by other reasonable method determined by
the Board of Directors.
2. The number of common shares to be delivered in 2. The acquisition price per Class D share shall be calculated byexchange for the acquisition of Class A shares shall be deducting the deduction amount from the basic redemption price,
the number obtained by, after multiplying the sum of the and these amounts shall be calculated by the following formula.
Amount Equivalent to Paid-in Amount per Class A However, the division shall be made at the end and calculated toshare, the Amount Equivalent to Class A Cumulative the third decimal place below the unit of yen and rounded off to
Unpaid Dividends, and the Daily Unpaid Preferred the second decimal place. If the Class D Preferred Dividends
Dividends by the number of the Class A shares paid before redemption claim specified in the formula below arepertaining to Claim for Acquisition of Common Share paid more than once, the deduction amount shall be calculated
Consideration, dividing the resulting amount by the for each of the Class D Preferred Dividends paid before
acquisition price set forth in paragraphs 3 and 4. In this redemption claim, and the total of these amounts shall be
Article, the “Distribution Date” in the calculation of the deducted from the basic redemption price.
amount of Daily Unpaid Preferred Dividends shall be (Basic redemption price calculation formula)replaced with the “effective date of Claim for Basic redemption price
Acquisition of Common Share Consideration” to= 50 million yen × (1+0.078) m+n/365
calculate such amount. In addition, if the total number ofcommon shares to be delivered in exchange for the The number of days in the period from the payment dateacquisition of the Class A shares pertaining to the Claim (including the same date) to the Class D Redemption Claim Datefor Acquisition of Common Share Consideration (including the same date) is “m years and n days,” andincludes a fraction of less than one share, such fraction “m+n/365” represents the index of “(1+0.078).”
shall be rounded off, and in this case, the money
specified in Article 167, paragraph (3) of the Companies (Calculation formula for deduction amount)
Act shall not be delivered.
Deduction amount = Class D Preferred Dividends paid before
redemption claim × (1+0.078) x+y/365
The “Class D Preferred Dividends paid before redemption
claim” shall be the amount of the Class D Preferred Dividends
paid on or after the payment date (including Class D PreferredInterim Dividends paid during the period up to the Class D
Redemption Claim Date).
The number of days from the payment date of the Class D
Preferred Dividends paid before redemption claim (including
the same day) to the Class D Redemption Claim Date (including
the same day) is “x years and y days,” and “x+y/365” represents
the index of “(1+0.078).
3. The initial acquisition price shall be the greater of (a)or (b) below:(a) 390.3 yen(b) Value obtained (it shall be calculated to the second
decimal place below the unit of yen and rounded off tothe first decimal place) by multiplying the average valueof the volume weighted average price (hereinafterreferred to as “VWAP”) of the ordinary trading of theCompany’s common shares as announced by the Tokyo
Stock Exchange, Inc. (hereinafter referred to as “Tokyo
Stock Exchange”) for the 20 consecutive trading days
preceding July 15, 2020 and the 20 consecutive trading
days following July 15, 2020 (July 15, 2020 is notinclusive) by 0.9; the “trading day” means a day on
which ordinary trading of the Company’s commonshares is conducted on the Tokyo Stock Exchange, andshall not include the days on which VWAP is not

3. A Class D Redemption Claim under paragraph 1 of this Article
shall become effective when the written claim for such
redemption pertaining to the Class D shares arrives at theCompany’s head office.

30

announced.
4. Adjustment of Acquisition Price(Deleted)(a) If any of the following events occur, the acquisition
price shall be adjusted as follows:[1] In the case of a share split or allotment of shares
without contribution with respect to common shares, theacquisition price shall be adjusted according to thefollowing formula. In the case of allotment of shares
without contribution, in the following formula, the“Number of common shares outstanding before split”
shall be replaced with the “Number of common shares
outstanding before allotment without contribution(excluding, however, common shares held by theCompany at the time)” and the “Number of commonshares outstanding after split” shall be replaced with the“Number of common shares outstanding after allotment
without contribution” (excluding common shares heldby the Company at that time)” respectively.
[Formula]
Adjusted acquisition price = A × B ÷ C
A = Unadjusted acquisition price
B = Number of common shares outstanding before split
C = Number of common shares outstanding after split
The adjusted acquisition price shall be applied on or after
the day following the record date pertaining to the splitof shares or on or after the effective date of the allotmentof shares without contribution (in cases where the record
date pertaining to the allotment of shares without
contribution is specified, the day following said recorddate).
[2] In the case of a consolidation of common shares, theacquisition price shall be adjusted according to thefollowing formula:[Formula]
Adjusted acquisition price = A × B ÷ C
A = Unadjusted acquisition price
B = Number of common shares outstanding before
consolidation
C = Number of common shares outstanding after
consolidation
The adjusted acquisition price shall be applied on or after
the effective date of share consolidation.
[3] If the Company issues common shares or disposes ofcommon shares held by the Company at a paid-in
amount that falls below the market price per commonshare specified in (d) below (in the case of allotment ofshares without contribution, excluding cases ofacquisition of shares or share options (including those
attached to bonds with share options; hereinafter thesame shall apply in this paragraph) acquired in exchange
for the delivery of common shares, exercise of shareoptions for common shares, or delivery of commonshares due to merger, share exchange, or company split),
the acquisition price shall be adjusted in accordance withthe following formula (hereinafter referred to as“Acquisition Price Adjustment Formula” in thisparagraph). The “Paid-in amount per share” in the
Acquisition Price Adjustment Formula shall be theappropriate appraisal value of the property whenproperty other than money is the subject of the31contribution. The adjusted acquisition price shall beapplied on or after the day following the payment date(the last day of the payment period, if a payment period
is specified), or if a record date for allotment toshareholders is specified, on or after the day following
such record date (hereinafter referred to as “Shareholder
Allotment Date” in this paragraph). In the cases where
the Company disposes of common shares that it holds,
the “Number of common shares to be newly issued” andthe “Number of common shares held by the Company”
in the following formula shall be replaced with the“Number of common shares held by the Company to bedisposed” and the “Number of common shares held by
the Company before disposition” respectively.
Adjusted acquisition price = A × (B - C + D × E ÷ F) ÷
(B - C + D)
A = Unadjusted acquisition price
B = Number of common shares outstanding
C = Number of common shares held by the Company
D = Number of common shares to be newly issued
E = Paid-in amount per share
F = Market price per common share[4] If the Company issues or disposes of shares forwhich the delivery of common shares may be taken at
an acquisition price per common share that falls below
the market price per common share specified in (d)below (including the case of allotment of shares without
contribution) by causing the Company to acquire or bybeing acquired by the Company, the adjusted acquisition
price shall be the amount calculated by applying suchprice to “Paid-in amount per share” in the Acquisition
Price Adjustment Formula, deeming that all of the shares
to be issued or disposed of are acquired under the initialconditions and common shares are delivered on thepayment date for such shares (or, if a payment period is
specified, the last day of such payment period; the same
shall apply hereinafter in this [4]), in the case of theallotment of shares without contribution, on the day
when it takes effect (if a record date for the allotment ofshares without contribution is specified, on such record
date; the same shall apply hereinafter in this [4]) or if
there is a Shareholder Allotment Date, on such date.
The adjusted acquisition price shall be applied on or after
the day following the payment date, or in the case of anallotment of shares without contribution, on or after the
day following the day on which such allotment takes
effect, or if there is a Shareholder Allotment Date, on orafter the day following such date. Notwithstanding theforegoing, if the consideration for the common shares tobe delivered upon the acquisition is not fixed at the timestated above, the adjusted acquisition price shall becalculated, deeming that all of the shares to be issued or
disposed of at the time such consideration is fixed are
acquired and common shares are delivered under theconditions as of the time such consideration is fixed andthe adjusted acquisition price shall be applied on or after
the day following the day on which the consideration isfixed.
[5] If the Company issues share options for which thedelivery of common shares may be taken at a pricewhere the sum of the amount to be paid in for the shareoptions per common share and the amount of properties32

to be contributed upon the exercise of the share options(in the case where contributions are in the form ofproperties other than cash, the appropriate appraisal
amount of such properties; hereinafter the same shallapply in this [5]) falls below the market price percommon share specified in (d) below (including the caseof allotment of share options without contribution) by
exercising them or by being acquired by the Company,
the adjusted acquisition price shall be the amountcalculated by using such total amount of the paid-in
price of share options per common share and the priceper common share of properties to be contributed upon
exercise of share options as the “Paid-in amount per
share” in the Acquisition Price Adjustment Formula,deeming that all of share options to be issued are
exercised or acquired under the initial conditions andcommon shares are delivered on the allotment date ofsuch share options, in the case of the allotment of shareoptions without contribution, on the day when it takes
effect (if a record date for the allotment of share options
without contribution is specified, on such record date;the same shall apply hereinafter in this [5]), or if there isa Shareholder Allotment Date, on such date. The
adjusted acquisition price shall be applied on or after the
day following the allotment date of share options, or in
the case of an allotment of share options without
contribution, on or after the day following the day on
which such allotment takes effect, or if there is a
Shareholder Allotment Date, on or after the day
following such date. Notwithstanding the foregoing, if
the consideration for the common shares to be delivered
upon the acquisition or exercise is not fixed at the timestated above, the adjusted acquisition price shall becalculated, deeming that all of the share options to beissued at the time such consideration is fixed are
exercised or acquired and common shares are delivered
under the conditions as of the time such consideration isfixed and the adjusted acquisition price shall be applied
on or after the day following the day on which theconsideration is fixed. However, adjustments ofacquisition price pursuant to this [5] shall not apply toshare options for common shares to be issued for the
purpose of stock options to directors, Audit &Supervisory Board members, executive officers or otherofficers or employees of the Company or its subsidiaries.
(b) In addition to the reasons listed in (a) above, if any of[1] through [3] below is applicable, the Company shallappropriately adjust the acquisition price after notifying
Class A Shareholders, etc. in writing in advance of such
fact, the reasons therefor, the adjusted acquisition price,
the date of application and other necessary matters:[1] When the adjustment of the acquisition price isrequired for a merger, share exchange, acquisition of allof the outstanding shares of another stock company
through share exchange, share transfer, absorption-typecompany split, succession to all or part of the rights andobligations held by another company in relation to its
business through an absorption-type company split, orincorporation-type company split;[2] When two or more events for adjusting theacquisition price occur together, and it is necessary, withregard to the market price to be used in calculating theadjusted acquisition price based on one of the events, to33

consider the effect of the other events; or[3] Other cases where the acquisition price needs to be
adjusted due to the occurrence of a change or an eventthat may cause a change in the number of commonshares outstanding (excluding, however, the number ofcommon shares held by the Company).
(c) If calculation is necessary for adjustment of theacquisition price, it shall be made to the second decimal
place below the unit of yen, rounded to the first decimal
place.
(d) The market price per common share used in the
Acquisition Price Adjustment Formula shall be theaverage value of the VWAP for the 30 consecutive
trading days preceding the date on which the adjusted
acquisition price (calculated to the second decimal place
below the unit of yen and rounded off to the first decimal
place) is applied (or if a reason for adjusting theacquisition price is announced on the timely disclosure
information inspection service provided by the Tokyo
Stock Exchange, the date of such announcement). The
term “trading day “ means a day on which ordinary
trading of the Company’s common shares is conductedon the Tokyo Stock Exchange, and shall not include a
day on which VWAP is not announced.
(e) If, as a result of the calculation in adjusting an
acquisition price, the difference between the adjusted
acquisition price and the unadjusted acquisition price isless than 0.1 yen, the adjustment of the acquisition priceshall not be made. However, adjustments that havebecome unnecessary pursuant to this (e) will be carriedforward and taken into account in the subsequentadjustment calculations.
5. Place for Receiving Claim for Acquisition ofCommon Share Consideration
Shareholder Registry Administrator Office: 4-5,
Marunouchi 1-Chome, Chiyoda-ku, Tokyo
Stock Transfer Agency, Mitsubishi UFJ Trust andBanking Corporation
6. Effectuation of Claim for Acquisition of Common
Share Consideration
The Claim for Acquisition of Common Share
Consideration shall become effective when the
documents required for the Claim for Acquisition ofCommon Share Consideration reach the place forreceiving Claim for Acquisition of Common Share
Consideration stated in the preceding paragraph or on
the desired effective date stated in the said documents,
whichever is later.
(Right to Claim Acquisition of Cash and Class B Share (Acquisition Clause for Cash Consideration)
Consideration)
Article 11-6 A Class A Shareholder may, at any time on Article 11-6 The Company may, at any time, acquire all or someand after the date of issuance of Class A shares, to the of the Class D Shares in exchange for money up to theextent permitted by the laws and regulations, request that distributable amount, upon the arrival of a date separately
the Company acquire all or part of the Class A shares determined in accordance with a resolution of the Company’sthat they hold (however, partial acquisitions shall be Board of Directors (hereinafter referred to in this Article aslimited to an integral multiple of 1,000 shares) in “Class D Compulsory Redemption Date”), regardless of theexchange for the delivery of (i) the cash set forth in intentions of Class D Shareholders, etc. When acquiring a part ofparagraph 2 (hereinafter referred to as “Cash Subject to Class D shares, the number of shares to be acquired shall be
Claim”) and (ii) the number of Class B Shares set forth determined by proportional allocation, lottery, or any otherin paragraph 3 (hereinafter referred to as “Class B Shares
34

Subject to Claim”) (hereinafter referred to as “Claim for reasonable method specified based on a resolution of the Board
Acquisition of Cash and Class B Share Consideration”), of Directors. The number of shares to be acquired shall be
and the Company shall deliver the Cash Subject to determined. The acquisition price per Class D share shall be theClaim and the Class B Shares Subject to Claim to such amount equivalent to the basic redemption price set forth inClass A Shareholder to the extent permitted by laws and paragraph 2 of the preceding Article less the amount equivalent
regulations in exchange for the acquisition of the Class to deduction amount (however, the amount equivalent to basic
A shares pertaining to such Claim for Acquisition of redemption price and the amount equivalent to deduction amount
Cash and Class B Share Consideration.
shall be calculated in the basic redemption price formula and the
deduction amount formula by replacing the “Class D
Redemption Claim Date” with the “Class D Compulsory
Redemption Date” and replacing the “Class D Preferred
Dividends paid before redemption claim” with the “Class D
Preferred Dividends paid before compulsory redemption”(meaning the amount of the Class D Preferred Dividends paid
during the period up to the Class D Compulsory Redemption
Date (including the Class D Preferred Interim Dividends paid
during the period up to the Class D Compulsory RedemptionDate)).
If the Class D Preferred Dividends paid before redemption claim
are paid on multiple occasions, an amount equivalent to the
deduction amount shall be calculated for each of Class D
Preferred Dividends paid before redemption claim, and the
combined total amount shall be deducted from the amountequivalent to basic redemption price.
2. The amount of cash to be delivered in exchange for (Deleted)the acquisition of Class A Class Shares shall be theamount obtained by multiplying the sum of the Amount
Equivalent to Paid-in Amount per Class A share, theAmount Equivalent to Class A Cumulative Unpaid
Dividends, and the Daily Unpaid Preferred Dividends
by the number of Class A Class Shares pertaining to the
Claim for Acquisition of Cash and Class B Share
Consideration. In this Article, the “Distribution Date” inthe calculation of the amount of Daily Unpaid Preferred
Dividends shall be replaced with the “effective date ofClaim for Acquisition of Cash and Class B Share
Consideration” to calculate such amount. If there is afraction of less than one yen in the cash to be delivered
in exchange for the acquisition of Class A Sharespertaining to the Claim for Acquisition of Cash andClass B Share Consideration, such fraction shall be
rounded down.
3. The number of Class B shares to be delivered in (Deleted)exchange for the acquisition of Class A shares shall be
the number obtained by, after calculating the amountobtained by multiplying the amount obtained bymultiplying the Amount Equivalent to Paid-in Amountper Class A share by the Redemption Factor (as definedin the following Article) less the Amount Equivalent toPaid-in Amount per Class A share by the number of theClass A shares pertaining to the Claim for Acquisition ofCash and Class B Share Consideration, dividing theresulting amount by 1,000,000 yen. In this Article, the“Cash Consideration Redemption Date” in the
Redemption Factor shall be replaced with the “effective
date of Claim for Acquisition of Cash and Class B Share
Consideration.” In addition, if the total number of ClassB shares to be delivered in exchange for the acquisitionof the Class A shares pertaining to the Claim for
Acquisition of Cash and Class B Share Consideration
includes a fraction of less than one share, such fraction
shall be rounded off, and in this case, the monies
35specified in Article 167, paragraph 3 of the Companies
Act shall not be delivered.
4. The Claim for Acquisition of Cash and Class B Share (Deleted)
Consideration shall become effective when the
documents required for the Claim for Acquisition ofCash and Class B Share Consideration reach theCompany or on the desired effective date stated in such
documents, whichever is later.
(Acquisition Clause for Cash Consideration)
Article 11-7 At any time on and after the date of issuanceof the Class A Shares, the Company may, upon thearrival of a date separately determined by theCompany’s Board of Directors (hereinafter referred to as“Cash Consideration Redemption Date” in this Article),acquire all or part of the Class A shares (however, partial
acquisitions shall be limited to an integral multiple of
5,000 shares) for cash consideration to the extent
permitted by laws and regulations upon giving written
notice (which shall be irrevocable) to the Class A
Shareholders, etc. at least 20 trading days (meaning the
day on which ordinary trading of the Company’scommon shares is conducted on the Tokyo Stock
Exchange) before the Cash Consideration Redemption
Date (hereinafter referred to as “Cash Consideration
Redemption” in this Article), and the Company shall, in
exchange for acquiring the Class A Shares pertaining tosuch Cash Consideration Redemption, deliver to theClass A Shareholders the amount obtained bymultiplying the number of Class A shares pertaining tosuch Cash Consideration Redemption by the sum of (i)the amount obtained by multiplying the Amount
Equivalent to Paid-in Amount per Class A share by the
Redemption Factor set forth below and (ii) the Amount
Equivalent to Class A Cumulative Unpaid Dividends
and the Daily Unpaid Preferred Dividend. In this Article,
the “Distribution Date” in the calculation of the amountof Daily Unpaid Preferred Dividends shall be replacedwith the “Cash Consideration Redemption Date” tocalculate such amount. If there is a fraction of less than
one yen in the cash to be delivered in exchange for theacquisition of Class A shares pertaining to Cash
Consideration Redemption, such fraction shall be
rounded down. When acquiring a part of Class A shares,
the Class A shares to be acquired from the Class A
Shareholders shall be determined on a pro-rata basis orby any other reasonable method specified by the Boardof Directors of the Company. The “Redemption Factor”
in this Chapter means the numerical value specified in[1] through [6] below, depending on the classification ofwhich of the periods [1] through [6] below the Cash
Consideration Redemption Date belongs.
[1] From the day after the issuance date of the Class A
shares until June 30, 2021: 1.07
[2] From July 1, 2021 to June 30, 2022: 1.12
[3] From July 1, 2022 to June 30, 2023: 1.18
[4] From July 1, 2023 to June 30, 2024: 1.24
[5] From July 1, 2024 to June 30, 2025: 1.31
[6] From July 1, 2025: 1.40

(Right to Claim Acquisition of Common Share Consideration)
Article 11-7 A Class D Shareholder may at any time, to theextent permitted by laws and regulations, request that theCompany deliver common shares in exchange for theacquisition of all or part of its Class D shares that they hold inaccordance with the conditions set forth in this Article(hereinafter referred to as “Class D Conversion Claim,” and thedate on which the Class D Conversion Claim is made shall bereferred to as “Class D Conversion Claim Date”).

36

(Newly established)

2. The number of common shares to be delivered by theCompany to Class D Shareholders as consideration under this
Article shall be calculated in the manner set forth below.
However, rounding down of fractions shall be done at the end,
and any fraction less than one share in the number of commonshares to be delivered to Class D Shareholders shall be rounded
down, and no adjustment in cash shall be made.
(Formula for Number of Shares to be Delivered)
Number of common shares of the Company to be delivered in
exchange for the acquisition of Class D shares= Number of Class D shares that the Class D Shareholder has
requested to be acquired × Amount equivalent to basic
redemption price set forth in Article 11-5, paragraph 2 less theamount equivalent to deduction amount (however, the amountequivalent to basic redemption price and the amount equivalent
to deduction amount shall be calculated in the basic redemption
price formula and the deduction amount formula by replacing
the “Class D Redemption Claim Date” with the “Class D
Conversion Claim Date” and replacing the “Class D Preferred
Dividends paid before redemption claim” with the “Class D
Preferred Dividends paid before conversion claim” (meaning
the amount of Class D Preferred Dividends paid up to the Class
D Conversion Claim Date (including the Class D PreferredInterim Dividends paid up to the Class D Conversion Claim
Date) ÷ Conversion price
Conversion pricea. Initial conversion price
The initial conversion price shall be 1,344 yen.
b. Revision of the conversion price
The conversion price shall be adjusted on the last day of June
and the last day of December of each year from the last day ofDecember 2024 (hereinafter in this Article, individually orcollectively referred to as “Conversion Price Revision Date”) toan amount equal to 95% of the market price as of theConversion Price Revision Date (hereinafter in this Article
referred to as “Revised Conversion Price”). However, if the
Revised Conversion Price is less than 708 yen (hereinafterreferred to as “Minimum Conversion Price” in this Article), theRevised Conversion Price shall be the Minimum Conversion
Price. If the conversion price is adjusted in accordance with c.
below, the Minimum Conversion Price shall be adjusted in thesame manner.
The above “market price” shall be the average value (excluding
the days with no closing price; it shall be calculated to thesecond decimal place below the unit of yen and rounded off tothe first decimal place) of the daily closing price (including
quotes) of the common shares of the Company in ordinary
trading on the Tokyo Stock Exchange, Inc. (hereinafter in thisarticle referred to as “Tokyo Stock Exchange”) for 30 trading
days commencing on the 45th trading day preceding such
Conversion Price Revision Date.
c. Adjustment of the conversion price(a) If, after the issuance of the Class D shares, the number ofcommon shares is or may be changed for any of the reasons
listed in (b) below, the Company shall adjust the conversion
price (including the Revised Conversion Price in accordancewith b. above) by the formula set forth below (hereinafter37referred to as “Conversion Price Adjustment Formula” in this
Article).
Adjusted conversion price= Unadjusted conversion price × (Number of common shares
outstanding + ((Number of common shares delivered × paid-in
amount per share) ÷ Market price)) ÷ (Number of commonshares outstanding + Number of common shares delivered)
The “Number of common shares outstanding” used in theConversion Price Adjustment Formula shall be the number ofoutstanding common shares of the Company less the numberof common shares held by the Company if a record date foreach of the transactions in (b)(i) through (iv) below is set for the
Common Shareholders, on that date, or, if no such record dateis set, on the date one month before the date on which theadjusted conversion price is to be applied as of such date, plus
the number of common shares deemed to be the number ofcommon shares delivered under (b) or (d) below before such
conversion price adjustment that have not yet been delivered.
The “Number of common shares delivered” used in theConversion Price Adjustment Formula shall be the number ofcommon shares to be increased by the stock split (not including
the number of common shares increased with respect to thecommon shares held by the Company on the record date) if a
stock split of common shares is carried out, and if a
consolidation of common shares is carried out, the number ofcommon shares to be reduced by the consolidation of shares(not including the number of common shares decreased withrespect to the common shares held by the Company on theeffective date) shall be indicated as a negative value and used.
The “Paid-in amount per share” used in the Conversion Price
Adjustment Formula shall be the amount to be paid in the caseof (b)(i) below (it shall be appropriate appraisal value of theproperty in the case where property other than cash is the
subject of the contribution; it shall be zero yen in the case of theallotment without contribution), shall be zero yen in the case of(b)(ii) and (iv) below, and in the case of (b)(iii) below, it shallbe the amount obtained by dividing the amount paid in orotherwise paid in consideration upon delivery of the Shareswith Put Option, etc. (defined in (b)(iii) below) (in the case ofshare options for which the delivery of common shares may berequested for consideration that falls below the market price, it
shall be the amount plus the amount of the properties to becontributed upon exercise of the share option) less the value of
properties other than common shares delivered to the holder of
Shares with Put Option, etc. upon acquisition, conversion,exchange, or exercise thereof by the number of common shares
to be delivered upon acquisition, conversion, exchange, or
exercise thereof (hereinafter referred to as “Consideration” in(b)(iii).
(b) When the conversion price of Class D shares is adjusted by
the Conversion Price Adjustment Formula and the time of
application of the adjusted conversion price shall be as set forth
below.
(i) In the case of delivering the common shares at a paid-in
amount that falls below the market price set forth in (c)(ii)
below (including a case of allotment without contribution)(however, excluding the case of delivery in exchange foracquisition of shares with put option, shares subject to call, or
share options subject to call delivered by the Company(including those attached to bonds with share options; the same38

shall apply in this c.) or the case of delivery upon acquisition,
conversion, exchange, or exercise of share options (including
those attached to bonds with share options; the same shall apply
in this c.) or other securities or rights for which the delivery ofcommon shares may be requested.)
The adjusted conversion price shall be applied on and after the
day following the payment date (if a payment period is
specified for the offering, the last day of such payment period;
the same shall apply hereinafter) or the effective date of theallotment without contribution. However, if there is a record
date for granting the Company’s Common Shareholders theright to receive an allotment of shares for subscription or for anallotment without contribution, the adjusted conversion priceshall be applied on and after the day following such date.
(ii) In the case of a stock split of common shares
The adjusted conversion price shall be applied on and after the
day following the record date for the stock split of commonshares.
(iii) In the case of delivering shares with put option, sharessubject to call, or share options subject to call for which there
are provisions to deliver common shares at a price that falls
below the market price set forth in (c)(ii) below in exchange forthe acquisition (including a case of allotment without
contribution), or in the case of delivery of share options or othersecurities or rights for which the delivery of common shares
may be requested for Consideration that falls below the market
price set forth in (c)(ii) below (including a case of allotment
without contribution)
The adjusted conversion price shall be calculated by applying
the Conversion Price Adjustment Formula mutatis mutandis,
deeming that all of the shares with put option, shares subject tocall, share options subject to call or share options, or othersecurities or rights (hereinafter referred to as “Shares with Put
Option, etc.”) to be delivered were acquired, converted,
exchanged, or exercised and common shares were delivered
under the initial conditions, and shall be applied on or after the
day after the date of delivery or the effective date of allotment
without contribution. However, if there is a record date for
granting the Common Shareholders the right to receive
allotment of Shares with Put Option, etc., or for allotment
without contribution, it shall be applied from the day following
such date.
Notwithstanding the foregoing, if the Consideration for thecommon shares to be delivered upon the acquisition,
conversion, exchange, or exercise is not fixed at the time statedabove, the adjusted conversion price shall be calculated byapplying the Conversion Price Adjustment Formula mutatis
mutandis, deeming that all of the Shares with Put Option, etc.
delivered at the time such Consideration is fixed are acquired,converted, exchanged, or exercised and common shares aredelivered under the conditions as of the time such
Consideration is fixed and the adjusted conversion price shallbe applied on or after the day following the day on which theConsideration is fixed.
(iv) In the case of consolidation of common shares
The adjusted conversion price shall be applied on or after theeffective date of share consolidation.
(c) (i) The Conversion Price Adjustment Formula shall becalculated to the second decimal place below the unit of yen,and such decimal place shall be rounded down.
(ii) The market price used in the Conversion Price Adjustment

39

Formula shall be the average value (excluding the days with noclosing price; it shall be calculated to the second decimal place
below the unit of yen and rounded off to the first decimal place)of the daily closing price (including quotes) of the commonshares in ordinary trading on the Tokyo Stock Exchange for 30
trading days commencing on the 45th trading day preceding thedate on which the adjusted conversion price is applied.
(d) In addition to the cases that require adjustment of theconversion price set forth in (b) above, the Company shall makethe necessary adjustment of the conversion price if theCompany’s Board of Directors reasonably determines that anyof the following cases applies:(i) When adjustment of the conversion price is necessary due toa merger in which the Company is the surviving company, or
the succession of all or part of the rights and obligations ofanother company in an absorption-type company split carriedout by such company, or the acquisition of all the shares
outstanding of another stock company in a share exchange
carried out by such stock company;(ii) When two or more events for adjusting the conversion priceoccur closely in time, and it is necessary, with regard to themarket price to be used in calculating the adjusted conversion
price based on one of the events, to consider the effect of theother events; or(iii) Other cases where the conversion price needs to be adjusted
due to the occurrence of a change or an event that may cause achange in the number of the Company’s common shares
outstanding.
(e) If the difference between the adjusted conversion pricecalculated by the Conversion Price Adjustment Formula andthe unadjusted conversion price is less than one yen, theadjustment of the conversion price shall not be made. However,adjustments that have become unnecessary pursuant to the this(e) will be carried forward and taken into account in thesubsequent adjustment calculations.
(f) If the Company adjusts the conversion price pursuant to (a)through (e) above, the Company shall notify each Class D
Shareholder listed in the shareholder registry in writing in
advance of such fact, reasons therefor, the unadjusted
conversion price the adjusted conversion price, the date ofapplication, and other necessary matters. However, if the above
notice cannot be given by the day preceding the date ofapplication, it shall be given promptly after the date ofapplication.
(Newly established)

3. Place for Receiving Conversion Requests
Shareholder Registry Administrator Office
Stock Transfer Agency, Mitsubishi UFJ Trust and Banking
Corporation
4-5, Marunouchi 1-Chome, Chiyoda-ku, Tokyo(Newly established)

4. A Class D Conversion Claim under paragraph 1 of this Article
shall become effective when the written request for such
conversion with respect the Class D shares arrives at the place
for receiving conversion requests described in the preceding
paragraph.

(Exclusion of the Right to Request to be Added to the (Voting Rights)
Specific Shareholders from Whom the Company Article 11-8 Class D Shareholders shall not have voting rights at
Acquires Treasury Shares)
any general meeting of shareholders unless otherwise provided

40

Article 11-8 The provisions of Article 160, paragraphs 2 for by laws and regulations.
and 3 of the Companies Act shall not apply if theCompany decides, upon resolution of a general meetingof shareholders, that it acquires all or part of the Class A
shares held by Class A Shareholders based on agreementwith such Class A Shareholders.
(Consolidation or Split of Shares, Allotment of Sharesfor Subscription, etc.)
Article 11-9 The Company shall not split or consolidate
shares with respect to Class A shares.

(Consolidation or Split of Shares, etc.)
Article 11-9 Except as otherwise provided for by laws andregulations, there shall be no consolidation or split of shares withrespect to Class D shares. Class D Shareholders shall not be
entitled to the allotment of shares for subscription or shareoptions for subscription, and the allotment of shares or shareoptions without contribution shall not be made.

2. The Company shall not grant Class A Shareholders (Deleted)
the right to receive the allotment of shares forsubscription or the right to receive the allotment of shareoptions for subscription.
3. Class A Shareholders of the Company shall not be (Deleted)
entitled to the allotment of shares without contribution
or the allotment of share options without contribution.
(Priority)(Deleted)
Article 11-10 The order of priority of the payment ofClass A Preferred Dividends, Amount Equivalent toClass A Cumulative Unpaid Dividends, Class B
Preferred Dividends, Amount Equivalent to Class B
Cumulative Unpaid Dividends, and dividends of surplus
to shareholders holding common stocks or registeredpledgees of common stocks (hereinafter collectively
referred to as “Common Shareholders, etc.”) shall be as
follows: (1) Amount Equivalent to Class A Cumulative
Unpaid Dividends and Amount Equivalent to Class B
Cumulative Unpaid Dividends (2) Class A Preferred
Dividends and Class B Preferred Dividends (3)dividends of surplus to Common Shareholders, etc.
2. The order of priority of the payment of residual assets
pertaining to Class A shares, Class B shares, Class C
shares and common stocks shall be in the following
order: (1) the distribution of residual assets pertaining toClass A, Class B and Class C shares (2) the distributionof residual assets pertaining to common stocks.
3. If the amount of the distribution of dividends ofsurplus or residual assets to be paid by the Company isless than the total amount necessary for such payment
with a priority order, the payment of such dividends ofsurplus or residual assets shall be made on a pro rata
basis according to the necessary amount for distributionof such dividends of surplus or residual assets with thatpriority order.
Chapter II-3 Class B Shares(Deleted)(Class B Preferred Dividends)
Article 11-11 When the Company pays a dividend of
surplus based on a record date that belongs to a business
year, such payment shall be made, according to the orderof priority of the payment set forth in Article 11-18,
paragraph 1, in the amount specified in paragraph 2 foreach Class B share (the money to be paid per Class B
41

share as a result of such dividend shall be hereinafterreferred to as “Class B Preferred Dividends”) to
shareholders holding Class B shares (hereinafterreferred to as “Class B Shareholders”) or registeredpledgees of Class B shares stated or recorded in the final
shareholder registry on the Dividend Record Date(hereinafter collectively referred to as “Class B
Shareholders, etc.” together with the Class B
Shareholders). If the amount obtained by multiplying theClass B Preferred Dividends by the number of Class B
shares to which each of the Class B Shareholders, etc.
has rights includes a fraction of less than one yen, such
fraction shall be rounded down.
2. The amount of the Class B Preferred Dividends shallbe calculated by pro-rating, with one year being 365
days (however, 366 days when the business year
includes a leap day), the amount of money calculated bymultiplying 1,000,000 yen (hereinafter referred to as“Amount Equivalent to Paid-in Amount” in this
Chapter) by 8.0%, for the actual number of days during
the period from the first day of the business year that
includes the relevant Dividend Record Date (however,in the case where such day belongs to the business year
ended on the last day of March 2021, the date of issuanceof Class B shares) (including the same day) to therelevant Dividend Record Date (including the same day)(the division shall be made at the end and calculated tothe second decimal place below the unit of yen, rounded
to the first decimal place). Provided, however, that if
surplus is distributed to Class B Shareholders, etc. on thebasis of a record date prior to the relevant DividendRecord Date during the business year containing therelevant Dividend Record Date, the amount of Class B
Preferred Dividends pertaining to the relevant DividendRecord Date shall be the amount obtained by deducting
the total amount of Class B Preferred Dividends paid foreach such distribution.
3. The Company shall not pay dividends of surplus toClass B Shareholders, etc. in excess of the amount ofClass B Preferred Dividends and the Amount Equivalent
to Class B Cumulative Unpaid Dividends (set forth inparagraph 4); However, this shall not apply to the
distribution of surplus prescribed in Article 758, item
(viii), (b) or Article 760, item (vii), (b) of the Companies
Act made as part of the absorption-type company split
procedures conducted by the Company, or the
distribution of surplus prescribed in Article 763,
paragraph (1), item (XII), (b) or Article 765, paragraph(1), item (viii), (b) of the Companies Act made as part ofthe incorporation-type company split procedures
conducted by the Company.
4. In the case where the total amount of dividends ofsurplus per share made to Class B Shareholders, etc. on
the basis of the record date that belongs to a businessyear (excluding the dividend in the Amount Equivalent
to Class B Cumulative Unpaid Dividends (as defined
below) accumulated in accordance with this paragraphwith respect to Class B Preferred Dividends pertaining
to each business year prior to that business year) does
not reach the amount of Class B Preferred Dividends
pertaining to that business year (meaning the amount ofClass B Preferred Dividends to be calculated inaccordance with paragraph 2 in the case where a42dividend of surplus is assumed to be paid with the last
day of the that business year as the record date; however,the provisions of the proviso to paragraph 2 shall not beapplied in such calculation), the shortfall shall be
accumulated in the business year immediately followingthat business year (hereinafter referred to as “BusinessYear with the Shortfall” in this paragraph) and thesubsequent business years. The accumulated amount,in this case, shall be the amount obtained by adding theamount calculated by compounding annually at aninterest rate of 8.0% per annum in each business year
following the Business Year with the Shortfall andthereafter (however, for the first year, the period from the
day following the ordinary general meeting ofshareholders for the Business Year with the Shortfall(hereinafter referred to as “Ordinary General Meeting of
Shareholders for the Business Year with the Shortfall” inthis paragraph) (including the same day) to the last dayof the business year following the Business Year with the
Shortfall (including the same day)) from the day(including the same day) following the Ordinary
General Meeting of Shareholders for the Business Yearwith the Shortfall until the day when the accumulated
amount is distributed to the Class B Shareholders, etc.
(including the same day). Such calculation shall be madeon a pro-rata daily basis, with one year being 365 days(or 366 days if the relevant business year includes a leapday), and the division shall be made at the end andcalculated to the second decimal place below the unit ofyen, rounded to the first decimal place. The amountaccumulated in accordance with this paragraph(hereinafter referred to as “Amount Equivalent to Class
B Cumulative Unpaid Dividends”) shall be distributed
to Class B Shareholders, etc. in the order of priority ofthe payment set forth in Article 11-18, paragraph 1, If theamount obtained by multiplying the Amount Equivalent
to Class B Cumulative Unpaid Dividends to be
distributed by the number of Class B shares to which
each of the Class B Shareholders, etc. has rights includes
a fraction of less than one yen, such fraction shall be
rounded down.
(Distribution of Residual Assets)(Deleted)
Article 11-12 When the Company distributes residual
assets, it shall pay, per Class B share, to Class B
Shareholders, etc. the amount obtained by adding theAmount Equivalent to Class B Cumulative Unpaid
Dividends and the Daily Unpaid Preferred Dividends set
forth in paragraph 3 to the Amount Equivalent to Paidin Amount (hereinafter referred to as “Class B Residual
Asset Distribution Amount”), according to the order ofpriority of the payment set forth in Article 11-18,
paragraph 2. However, in this paragraph, if the day on
which the distribution of residual assets is made(hereinafter referred to as “Distribution Date” in this
Chapter) falls between the day following a DividendRecord Date (including the same day) and the time atwhich the dividend of surplus is paid based on such
Dividend Record Date, the Amount Equivalent to Class
B Cumulative Unpaid Dividends shall be calculated,
deeming that dividend of surplus based on such
Dividend Record Date is not paid. If the amountobtained by multiplying the Class B Residual Asset
43

Distribution Amount by the number of Class B shares towhich each of the Class B Shareholders, etc. has rights
includes a fraction of less than one yen, such fraction
shall be rounded down.
2. No distribution of residual assets shall be made toClass B Shareholders, etc. in addition to the provisionsof the preceding paragraph.
3. The Daily Unpaid Preferred Dividends per Class B
share shall be the amount equivalent to the Class B
Preferred Dividends calculated in accordance with
Article 11-11, paragraph 2 (hereinafter, in this Chapter,the daily unpaid preferred dividends per Class B share
shall be referred to as “Daily Unpaid Preferred
Dividends”) assuming that the Class B Preferred
Dividends are paid in the business year containing theDistribution Date with such Distribution Date as therecord date.
(Voting Rights)(Deleted)
Article 11-13 Class B Shareholders shall not have voting
rights at any general meeting of shareholders unlessotherwise provided for by laws and regulations.
(Right to Claim Acquisition of Common Share (Deleted)
Consideration)
Article 11-14 A Class B Shareholder may, at any time on
and after the date of issuance of Class B shares, requestthat the Company acquire all or part of the Class B
shares that they hold (hereinafter referred to as “Claim
for Acquisition of Common Share Consideration” in this
Chapter) in exchange for the delivery of the number ofcommon shares set forth in paragraph 2 (hereinafterreferred to as “Common Shares Subject to Claim” in thisparagraph), and the Company shall deliver the Common
Shares Subject to Claim to such Class B Shareholder tothe extent permitted by laws and regulations in exchange
for the acquisition of the Class B shares pertaining tosuch Claim for Acquisition of Common Share
Consideration.
2. The number of common shares to be delivered in
exchange for the acquisition of Class B shares shall be
the number obtained by, after multiplying the sum of theAmount Equivalent to Paid-in Amount per Class B
share, the Amount Equivalent to Class B Cumulative
Unpaid Dividends, and the Daily Unpaid Preferred
Dividends by the number of the Class B sharespertaining to Claim for Acquisition of Common Share
Consideration, dividing the resulting amount by theacquisition price set forth in paragraphs 3 and 4. In this
Article, the “Distribution Date” in the calculation of theamount of Daily Unpaid Preferred Dividends shall be
replaced with the “effective date of Claim for
Acquisition of Common Share Consideration” tocalculate such amount. In addition, if the total number ofcommon shares to be delivered in exchange for theacquisition of the Class B shares pertaining to the Claim
for Acquisition of Common Share Consideration
includes a fraction of less than one share, such fraction
shall be rounded off, and in this case, the money
specified in Article 167, paragraph (3) of the Companies
Act shall not be delivered.

44

3. The initial acquisition price shall be the greater of (a)or (b) below:(a) 390.3 yen(b) Value obtained (calculated to the second decimal
place below the unit of yen and rounded off to the firstdecimal place) by multiplying the average value of
VWAP for the 20 consecutive trading days preceding
July 15, 2020 and the 20 consecutive trading days
following July 15, 2020 (July 15, 2020 is not inclusive)by 0.9; the term “trading day” shall mean a day on which
ordinary trading of the Company’s common shares isconducted on the Tokyo Stock Exchange, and shall notinclude the days on which VWAP is not announced.
4. Adjustment of Acquisition Price(a) If any of the following events occur, the acquisition
price shall be adjusted as follows:[1] In the case of a share split or allotment of shares
without contribution with respect to common shares, theacquisition price shall be adjusted according to thefollowing formula. In the case of allotment of shares
without contribution, in the following formula, the“Number of common shares outstanding before split”
shall be replaced with the “Number of common shares
outstanding before allotment without contribution(excluding, however, common shares held by theCompany at the time)” and the “Number of commonshares outstanding after split” shall be replaced with the“Number of common shares outstanding after allotment
without contribution” (excluding common shares heldby the Company at that time)” respectively.
[Formula]
Adjusted acquisition price = A × B ÷ C
A = Unadjusted acquisition price
B = Number of common shares outstanding before split
C = Number of common shares outstanding after split
The adjusted acquisition price shall be applied on or after
the day following the record date pertaining to the splitof shares or on or after the effective date of the allotmentof shares without contribution (in cases where the record
date pertaining to the allotment of shares without
contribution is specified, the day following said recorddate).
[2] In the case of a consolidation of common shares, theacquisition price shall be adjusted according to thefollowing formula:[Formula]
Adjusted acquisition price = A × B ÷ C
A = Unadjusted acquisition price
B = Number of common shares outstanding before
consolidation
C = Number of common shares outstanding after
consolidation
The adjusted acquisition price shall be applied on or after
the effective date of share consolidation.
[3] If the Company issues common shares or disposes ofcommon shares held by the Company at a paid-in
amount that falls below the market price per commonshare specified in (d) below (in the case of allotment ofshares without contribution, excluding cases of45

acquisition of shares or share options (including those
attached to bonds with share options; hereinafter thesame shall apply in this paragraph) acquired in exchange
for the delivery of common shares, exercise of shareoptions for common shares, or delivery of commonshares due to merger, share exchange, or company split),
the acquisition price shall be adjusted in accordance withthe following formula (hereinafter referred to as“Acquisition Price Adjustment Formula” in thisparagraph). The “Paid-in amount per share” in the
Acquisition Price Adjustment Formula shall be theappropriate appraisal value of the property whenproperty other than money is the subject of thecontribution. The adjusted acquisition price shall beapplied on or after the day following the payment date(the last day of the payment period, if a payment period
is specified), or if a record date for allotment toshareholders is specified, on or after the day following
such record date (hereinafter referred to as “Shareholder
Allotment Date” in this paragraph). In the cases where
the Company disposes of common shares that it holds,
the “Number of common shares to be newly issued” andthe “Number of common shares held by the Company”
in the following formula shall be replaced with the“Number of common shares held by the Company to bedisposed” and the “Number of common shares held by
the Company before disposition” respectively.
Adjusted acquisition price = A × (B - C + D × E ÷ F) ÷
(B - C + D)
A = Unadjusted acquisition price
B = Number of common shares outstanding
C = Number of common shares held by the Company
D = Number of common shares to be newly issued
E = Paid-in amount per share
F = Market price per common share[4] If the Company issues or disposes of shares forwhich the delivery of common shares may be taken at
an acquisition price per common share that falls below
the market price per common share specified in (d)below (including the case of allotment of shares without
contribution) by causing the Company to acquire or bybeing acquired by the Company, the adjusted acquisition
price shall be the amount calculated by applying suchprice to “Paid-in amount per share” in the Acquisition
Price Adjustment Formula, deeming that all of the shares
to be issued or disposed of are acquired under the initialconditions and common shares are delivered on thepayment date for such shares (or, if a payment period is
specified, the last day of such payment period; the same
shall apply hereinafter in this [4]), in the case of theallotment of shares without contribution, on the day
when it takes effect (if a record date for the allotment ofshares without contribution is specified, on such record
date; the same shall apply hereinafter in this [4]) or if
there is a Shareholder Allotment Date, on such date.
The adjusted acquisition price shall be applied on or after
the day following the payment date, or in the case of anallotment of shares without contribution, on or after the
day following the day on which such allotment takes
effect, or if there is a Shareholder Allotment Date, on orafter the day following such date. Notwithstanding theforegoing, if the consideration for the common shares to46

be delivered upon the acquisition is not fixed at the timestated above, the adjusted acquisition price shall becalculated, deeming that all of the shares to be issued or
disposed of at the time such consideration is fixed are
acquired and common shares are delivered under theconditions as of the time such consideration is fixed andthe adjusted acquisition price shall be applied on or after
the day following the day on which the consideration isfixed.
[5] If the Company issues share options for which thedelivery of common shares may be taken at a pricewhere the sum of the amount to be paid in for the shareoptions per common share and the amount of properties
to be contributed upon the exercise of the share options(in the case where contributions are in the form ofproperties other than cash, the appropriate appraisal
amount of such properties; hereinafter the same shallapply in this [5]) falls below the market price percommon share specified in (d) below (including the caseof allotment of share options without contribution) by
exercising them or by being acquired by the Company,
the adjusted acquisition price shall be the amountcalculated by using such total amount of the paid-in
price of share options per common share and the priceper common share of properties to be contributed upon
exercise of share options as the “Paid-in amount per
share” in the Acquisition Price Adjustment Formula,deeming that all of share options to be issued are
exercised or acquired under the initial conditions andcommon shares are delivered on the allotment date ofsuch share options, in the case of the allotment of shareoptions without contribution, on the day when it takes
effect (if a record date for the allotment of share options
without contribution is specified, on such record date;the same shall apply hereinafter in this [5]), or if there isa Shareholder Allotment Date, on such date.
The
adjusted acquisition price shall be applied on or after the
day following the allotment date of share options, or in
the case of an allotment of share options without
contribution, on or after the day following the day on
which such allotment takes effect, or if there is a
Shareholder Allotment Date, on or after the day
following such date. Notwithstanding the foregoing, if
the consideration for the common shares to be delivered
upon the acquisition or exercise is not fixed at the timestated above, the adjusted acquisition price shall becalculated, deeming that all of the share options to beissued at the time such consideration is fixed are
exercised or acquired and common shares are delivered
under the conditions as of the time such consideration isfixed and the adjusted acquisition price shall be applied
on or after the day following the day on which theconsideration is fixed. However, adjustments ofacquisition price pursuant to this [5] shall not apply toshare options for common shares to be issued for the
purpose of stock options to directors, Audit &Supervisory Board members, executive officers or otherofficers or employees of the Company or its subsidiaries.
(b) In addition to the reasons listed in (a) above, if any of[1] through [3] below is applicable, the Company shallappropriately adjust the acquisition price after notifying
Class B Shareholders, etc. in writing in advance of such
fact, the reasons therefor, the adjusted acquisition price,
the date of application and other necessary matters: [1]47When the adjustment of the acquisition price is required
for a merger, share exchange, acquisition of all of theoutstanding shares of another stock company throughshare exchange, share transfer, absorption-typecompany split, succession to all or part of the rights andobligations held by another company in relation to its
business through an absorption-type company split, orincorporation-type company split;[2] When two or more events for adjusting theacquisition price occur together, and it is necessary, withregard to the market price to be used in calculating theadjusted acquisition price based on one of the events, toconsider the effect of the other events; or[3] Other cases where the acquisition price needs to be
adjusted due to the occurrence of a change or an eventthat may cause a change in the number of commonshares outstanding (excluding, however, the number ofcommon shares held by the Company).
(c) If calculation is necessary for adjustment of theacquisition price, it shall be made to the second decimal
place below the unit of yen, rounded to the first decimal
place.
(d) The market price per common share used in the
Acquisition Price Adjustment Formula shall be theaverage value of the VWAP for the 30 consecutive
trading days preceding the date on which the adjusted
acquisition price (calculated to the second decimal place
below the unit of yen and rounded off to the first decimal
place) is applied (or if a reason for adjusting theacquisition price is announced on the timely disclosure
information inspection service provided by the Tokyo
Stock Exchange, the date of such announcement). The
term “trading day “ means a day on which ordinary
trading of the Company’s common shares is conductedon the Tokyo Stock Exchange, and shall not include a
day on which VWAP is not announced.
(e) If, as a result of the calculation in adjusting an
acquisition price, the difference between the adjusted
acquisition price and the unadjusted acquisition price isless than 0.1 yen, the adjustment of the acquisition priceshall not be made. However, adjustments that havebecome unnecessary pursuant to this (e) will be carriedforward and taken into account in the subsequentadjustment calculations.
5. Place for Receiving Claim for Acquisition ofCommon Share Consideration
Shareholder Registry Administrator Office: Stock
Transfer Agency, Mitsubishi UFJ Trust and Banking
Corporation, 4-5, Marunouchi 1-Chome, Chiyoda-ku,
Tokyo
6. Effectuation of Claim for Acquisition of Common
Share Consideration
The Claim for Acquisition of Common Share
Consideration shall become effective when the
documents required for the Claim for Acquisition ofCommon Share Consideration reach the place forreceiving Claim for Acquisition of Common Share
Consideration stated in the preceding paragraph or on
the desired effective date stated in the said documents,
whichever is later.

48

(Acquisition Clause for Cash Consideration)(Deleted)
Article 11-15 At any time after the issuance date of ClassB shares, as long as there are no Class A shares
outstanding (excluding those held by the Company), theCompany may, within the scope permitted by laws andregulations and upon the arrival of a date separately
determined by the Board of Directors of the Company(hereinafter in this Article referred to as the “CashConsideration Redemption Date”), acquire all of theClass B shares by paying cash (hereinafter in this Article
referred to as “Cash Consideration Redemption”) after
giving written notice (it shall be irrevocable) to the ClassB Shareholders, etc. no later than 20 trading days (thedays on which the ordinary trading of the Company’scommon shares is conducted on the Tokyo Stock
Exchange) prior to the Cash Consideration Redemption
Date, and the Company may, in exchange for acquiring
the Class B shares pertaining to such Cash Consideration
Redemption, pay to Class B Shareholders the amountobtained by multiplying the number of Class B sharespertaining to such Cash Consideration Redemption by
the sum of: (i) the amount obtained by multiplying theAmount Equivalent to Paid-in Amount per Class B shareby 1.05 and (ii) the Amount Equivalent to Class B
Cumulative Unpaid Dividends and the Daily Unpaid
Preferred Dividends. In this Article, the “Distribution
Date” in the calculation of the amount of Daily Unpaid
Preferred Dividends shall be replaced with the “CashConsideration Redemption Date” to calculate suchamount. If there is a fraction of less than one yen in the
cash to be delivered in exchange for the acquisition ofClass B shares pertaining to Cash Consideration
Redemption, such fraction shall be rounded down.
(Exclusion of the Right to Request to be Added to the (Deleted)
Specific Shareholders from Whom the Company
Acquires Treasury Shares)
Article 11-16 The provisions of Article 160, paragraphs
2 and 3 of the Companies Act shall not apply if theCompany decides, upon resolution of a general meetingof shareholders, that it acquires all or part of the Class B
shares held by Class B Shareholders based on agreementwith such Class B Shareholders.
(Consolidation or Split of Shares, Allotment of Shares (Deleted)
for Subscription, etc.)
Article 11-17 The Company shall not split or consolidate
shares with respect to Class B shares.
2. The Company shall not grant Class B Shareholders
the right to receive the allotment of shares forsubscription or the right to receive the allotment of shareoptions for subscription.
3. Class B Shareholders of the Company shall not be
entitled to the allotment of shares without contribution
or the allotment of share options without contribution.
(Priority)(Deleted)
Article 11-18 The order of priority of the payment ofClass A Preferred Dividends, Amount Equivalent toClass A Cumulative Unpaid Dividends, Class B
Preferred Dividends, Amount Equivalent to Class B

49

Cumulative Unpaid Dividends, and dividends of surplus
to Common Shareholders, etc. shall be as follows: (1)Amount Equivalent to Class A Cumulative Unpaid
Dividends and Amount Equivalent to Class B
Cumulative Unpaid Dividends (2) Class A Preferred
Dividends and Class B Preferred Dividends (3)dividends of surplus to Common Shareholders, etc.
2. The order of priority of the payment of residual assets
pertaining to Class A shares, Class B shares, Class C
shares and common stocks shall be in the following
order: (1) the distribution of residual assets pertaining toClass A, Class B and Class C shares (2) the distributionof residual assets pertaining to common stocks.
3. If the amount of the distribution of dividends ofsurplus or residual assets to be paid by the Company isless than the total amount necessary for such payment
with a priority order, the payment of such dividends ofsurplus or residual assets shall be made on a pro rata
basis according to the necessary amount for distributionof such dividends of surplus or residual assets with thatpriority order.
Chapter II-4 Class C Shares(Deleted)(Dividends of Surplus)
Article 11-19 The Company shall not pay dividends
from surplus to shareholders who hold Class C shares(hereinafter referred to as “Class C Shareholders”).
(Distribution of Residual Assets)(Deleted)
Article 11-20 When the Company distributes residual
assets, it shall pay one million yen (hereinafter referred
to as “Amount Equivalent to Paid-in Amount”) per
Class C share to Class C Shareholders and registeredpledgees of Class C shares (hereinafter referred to as“Class C Shareholders, etc.” together with the Class C
Shareholders) in the order of priority of the payment set
forth in Article 11-26, paragraph 2.
2. No distribution of residual assets shall be made toClass C Shareholders, etc. in addition to the provisionsof the preceding paragraph.
(Voting Rights)(Deleted)
Article 11-21 Class C Shareholders shall not have voting
rights at any general meeting of shareholders unlessotherwise provided for by laws and regulations.
(Right to Claim Acquisition of Common Share (Deleted)
Consideration)
Article 11-22 A Class C Shareholder may, at any time on
and after the date of issuance of Class C shares, requestthat the Company acquire all or part of the Class C
shares that they hold (hereinafter referred to as “Claim
for Acquisition of Common Share Consideration” in this
Chapter) in exchange for the delivery of the number ofcommon shares set forth in paragraph 2 (hereinafterreferred to as “Common Shares Subject to Claim” in thisparagraph), and the Company shall deliver the Common
Shares Subject to Claim to such Class C Shareholder tothe extent permitted by laws and regulations in exchange
50

for the acquisition of the Class C shares pertaining tosuch Claim for Acquisition of Common Share
Consideration.
2. The number of common shares to be delivered in
exchange for the acquisition of Class C shares shall be
the number obtained by multiplying the Amount
Equivalent to Paid-in Amount per Class C share by the
number of the Class C shares pertaining to Claim for
Acquisition of Common Share Consideration and thendividing the resulting amount by the acquisition pricespecified in paragraphs 3 and 4. In addition, if the total
number of common shares to be delivered in exchange
for the acquisition of the Class C shares pertaining to the
Claim for Acquisition of Common Share Consideration
includes a fraction of less than one share, such fraction
shall be rounded off, and in this case, the money
specified in Article 167, paragraph (3) of the Companies
Act shall not be delivered.
3. The initial acquisition price shall be 390.3 yen.
4. Adjustment of Acquisition Price(a) If any of the following events occur, the acquisition
price shall be adjusted as follows:[1] In the case of a share split or allotment of shares
without contribution with respect to common shares, theacquisition price shall be adjusted according to thefollowing formula. In the case of allotment of shares
without contribution, in the following formula, the“Number of common shares outstanding before split”
shall be replaced with the “Number of common shares
outstanding before allotment without contribution(excluding, however, common shares held by theCompany at the time)” and the “Number of commonshares outstanding after split” shall be replaced with the“Number of common shares outstanding after allotment
without contribution” (excluding common shares heldby the Company at that time)” respectively.
[Formula]
Adjusted acquisition price = A × B ÷ C
A = Unadjusted acquisition price
B = Number of common shares outstanding before split
C = Number of common shares outstanding after split
The adjusted acquisition price shall be applied on or after
the day following the record date pertaining to the splitof shares or on or after the effective date of the allotmentof shares without contribution (in cases where the record
date pertaining to the allotment of shares without
contribution is specified, the day following said recorddate).
[2] In the case of a consolidation of common shares, theacquisition price shall be adjusted according to thefollowing formula:[Formula]
Adjusted acquisition price = A × B ÷ C
A = Unadjusted acquisition price
B = Number of common shares outstanding before
consolidation
C = Number of common shares outstanding after
consolidation
The adjusted acquisition price shall be applied on or after

51

the effective date of share consolidation.
[3] If the Company issues common shares or disposes ofcommon shares held by the Company at a paid-in
amount that falls below the market price per commonshare specified in (d) below (in the case of allotment ofshares without contribution, excluding cases ofacquisition of shares or share options (including those
attached to bonds with share options; hereinafter thesame shall apply in this paragraph) acquired in exchange
for the delivery of common shares, exercise of shareoptions for common shares, or delivery of commonshares due to merger, share exchange, or company split),
the acquisition price shall be adjusted in accordance withthe following formula (hereinafter referred to as“Acquisition Price Adjustment Formula” in thisparagraph). The “Paid-in amount per share” in the
Acquisition Price Adjustment Formula shall be theappropriate appraisal value of the property whenproperty other than money is the subject of thecontribution. The adjusted acquisition price shall beapplied on or after the day following the payment date(the last day of the payment period, if a payment period
is specified), or if a record date for allotment toshareholders is specified, on or after the day following
such record date (hereinafter referred to as “Shareholder
Allotment Date” in this paragraph). In the cases where
the Company disposes of common shares that it holds,
the “Number of common shares to be newly issued” andthe “Number of common shares held by the Company”
in the following formula shall be replaced with the“Number of common shares held by the Company to bedisposed” and the “Number of common shares held by
the Company before disposition” respectively.
Adjusted acquisition price = A × (B - C + D × E ÷ F) ÷
(B - C + D)
A = Unadjusted acquisition price
B = Number of common shares outstanding
C = Number of common shares held by the Company
D = Number of common shares to be newly issued
E = Paid-in amount per share
F = Market price per common share[4] If the Company issues or disposes of shares forwhich the delivery of common shares may be taken at
an acquisition price per common share that falls below
the market price per common share specified in (d)below (including the case of allotment of shares without
contribution) by causing the Company to acquire or bybeing acquired by the Company, the adjusted acquisition
price shall be the amount calculated by applying suchprice to “Paid-in amount per share” in the Acquisition
Price Adjustment Formula, deeming that all of the shares
to be issued or disposed of are acquired under the initialconditions and common shares are delivered on thepayment date for such shares (or, if a payment period is
specified, the last day of such payment period; the same
shall apply hereinafter in this [4]), in the case of theallotment of shares without contribution, on the day
when it takes effect (if a record date for the allotment ofshares without contribution is specified, on such record
date; the same shall apply hereinafter in this [4]) or if
there is a Shareholder Allotment Date, on such date.
The adjusted acquisition price shall be applied on or after
52

the day following the payment date, or in the case of anallotment of shares without contribution, on or after the
day following the day on which such allotment takes
effect, or if there is a Shareholder Allotment Date, on orafter the day following such date. Notwithstanding theforegoing, if the consideration for the common shares tobe delivered upon the acquisition is not fixed at the timestated above, the adjusted acquisition price shall becalculated, deeming that all of the shares to be issued or
disposed of at the time such consideration is fixed are
acquired and common shares are delivered under theconditions as of the time such consideration is fixed andthe adjusted acquisition price shall be applied on or after
the day following the day on which the consideration isfixed.
[5] If the Company issues share options for which thedelivery of common shares may be taken at a pricewhere the sum of the amount to be paid in for the shareoptions per common share and the amount of properties
to be contributed upon the exercise of the share options(in the case where contributions are in the form ofproperties other than cash, the appropriate appraisal
amount of such properties; hereinafter the same shallapply in this [5]) falls below the market price percommon share specified in (d) below (including the caseof allotment of share options without contribution) by
exercising them or by being acquired by the Company,
the adjusted acquisition price shall be the amountcalculated by using such total amount of the paid-in
price of share options per common share and the priceper common share of properties to be contributed upon
exercise of share options as the “Paid-in amount per
share” in the Acquisition Price Adjustment Formula,deeming that all of share options to be issued are
exercised or acquired under the initial conditions andcommon shares are delivered on the allotment date ofsuch share options, in the case of the allotment of shareoptions without contribution, on the day when it takes
effect (if a record date for the allotment of share options
without contribution is specified, on such record date;the same shall apply hereinafter in this [5]), or if there isa Shareholder Allotment Date, on such date.
The
adjusted acquisition price shall be applied on or after the
day following the allotment date of share options, or in
the case of an allotment of share options without
contribution, on or after the day following the day on
which such allotment takes effect, or if there is a
Shareholder Allotment Date, on or after the day
following such date. Notwithstanding the foregoing, if
the consideration for the common shares to be delivered
upon the acquisition or exercise is not fixed at the timestated above, the adjusted acquisition price shall becalculated, deeming that all of the share options to beissued at the time such consideration is fixed are
exercised or acquired and common shares are delivered
under the conditions as of the time such consideration isfixed and the adjusted acquisition price shall be applied
on or after the day following the day on which theconsideration is fixed. However, adjustments ofacquisition price pursuant to this [5] shall not apply toshare options for common shares to be issued for the
purpose of stock options to directors, Audit &Supervisory Board members, executive officers or otherofficers or employees of the Company or its subsidiaries.
53

(b) In addition to the reasons listed in (a) above, if any of[1] through [3] below is applicable, the Company shallappropriately adjust the acquisition price after notifying
Class C Shareholders, etc. in writing in advance of such
fact, the reasons therefor, the adjusted acquisition price,
the date of application and other necessary matters: [1]When the adjustment of the acquisition price is required
for a merger, share exchange, acquisition of all of theoutstanding shares of another stock company throughshare exchange, share transfer, absorption-typecompany split, succession to all or part of the rights andobligations held by another company in relation to its
business through an absorption-type company split, orincorporation-type company split;[2] When two or more events for adjusting theacquisition price occur together, and it is necessary, withregard to the market price to be used in calculating theadjusted acquisition price based on one of the events, toconsider the effect of the other events; or[3] Other cases where the acquisition price needs to be
adjusted due to the occurrence of a change or an eventthat may cause a change in the number of commonshares outstanding (excluding, however, the number ofcommon shares held by the Company).
(c) If calculation is necessary for adjustment of theacquisition price, it shall be made to the second decimal
place below the unit of yen, rounded to the first decimal
place.
(d) The market price per common share used in the
Acquisition Price Adjustment Formula shall be theaverage value of the VWAP for the 30 consecutive
trading days preceding the date on which the adjusted
acquisition price (calculated to the second decimal place
below the unit of yen and rounded off to the first decimal
place) is applied (or if a reason for adjusting theacquisition price is announced on the timely disclosure
information inspection service provided by the Tokyo
Stock Exchange, the date of such announcement). The
term “trading day “ means a day on which ordinary
trading of the Company’s common shares is conductedon the Tokyo Stock Exchange, and shall not include a
day on which VWAP is not announced.
(e) If, as a result of the calculation in adjusting an
acquisition price, the difference between the adjusted
acquisition price and the unadjusted acquisition price isless than 0.1 yen, the adjustment of the acquisition priceshall not be made. However, adjustments that havebecome unnecessary pursuant to this (e) will be carriedforward and taken into account in the subsequentadjustment calculations.
5. Place for Receiving Claim for Acquisition ofCommon Share Consideration
Shareholder Registry Administrator Office: 4-5,
Marunouchi 1-Chome, Chiyoda-ku, Tokyo
Stock Transfer Agency, Mitsubishi UFJ Trust andBanking Corporation
6. Effectuation of Claim for Acquisition of Common
Share Consideration
The Claim for Acquisition of Common Share
Consideration shall become effective when the
documents required for the Claim for Acquisition of54

Common Share Consideration reach the place forreceiving Claim for Acquisition of Common Share
Consideration stated in the preceding paragraph or on
the desired effective date stated in the said documents,
whichever is later.
(Acquisition Clause for Cash Consideration)(Deleted)
Article 11-23 At any time after the issuance date of ClassC shares, as long as there are no Class A shares or ClassB shares outstanding (excluding those held by theCompany), the Company may, within the scopepermitted by laws and regulations and upon the arrivalof a date separately determined by the Board of
Directors of the Company (hereinafter in this Article
referred to as the “Cash Consideration Redemption
Date”), acquire all of the Class C shares by paying cash
(hereinafter in this Article referred to as “CashConsideration Redemption”) after giving written notice(it shall be irrevocable) to the Class C Shareholders, etc.
no later than 20 trading days (the days on which theordinary trading of the Company’s common shares isconducted on the Tokyo Stock Exchange; the same shallapply hereinafter) prior to the Cash Consideration
Redemption Date, and the Company may, in exchange
for acquiring the Class C shares pertaining to such Cash
Consideration Redemption, pay to Class C Shareholders
the amount obtained by multiplying the number of ClassC shares pertaining to such Cash Consideration
Redemption by the amount obtained by multiplying theAmount Equivalent to Paid-in Amount per Class C shareby the Redemption Factor set forth below. If there is afraction of less than one yen in the cash to be delivered
in exchange for the acquisition of Class C sharespertaining to Cash Consideration Redemption, such
fraction shall be rounded down. The “Redemption
Factor” in this Chapter means the numerical value
specified in [1] through [6] below, depending on theclassification of which of the periods [1] through [6]below the Cash Consideration Redemption Datebelongs.
[1] From the day after the issuance date of the Class C
shares to June 30, 2021: 1.13
[2] From July 1, 2021 to June 30, 2022: 1.25
[3] From July 1, 2022 to June 30, 2023: 1.37
[4] From July 1, 2023 to June 30, 2024: 1.51
[5] From July 1, 2024 to June 30, 2025: 1.66 or the parity
factor,whichever is larger[6] From July 1, 2025: 1.80
“Parity factor” shall be calculated using the following
formula; however, it shall not exceed 1.80.
1 + [((a) ÷ (b)) -1](a) The closing price of ordinary transactions of theCompany’s common shares on the Tokyo Stock
Exchange on the trading day preceding the date of thenotice on Cash Consideration Redemption(b) The acquisition price specified in paragraphs 3 and 4of the preceding Article that is effective as of the Cash
Consideration Redemption Date

55

(Exclusion of the Right to Request to be Added to the (Deleted)
Specific Shareholders from Whom the Company
Acquires Treasury Shares)
Article 11-24 The provisions of Article 160, paragraphs
2 and 3 of the Companies Act shall not apply if theCompany decides, upon resolution of a general meetingof shareholders, that it acquires all or part of the Class C
shares held by Class C Shareholders based on agreementwith such Class C Shareholders.
(Consolidation or Split of Shares, Allotment of Shares (Deleted)
for Subscription, etc.)
Article 11-25 The Company shall not split or consolidate
shares with respect to Class C shares.
2. The Company shall not grant Class C Shareholders
the right to receive the allotment of shares forsubscription or the right to receive the allotment of shareoptions for subscription.
3. Class C Shareholders of the Company shall not be
entitled to the allotment of shares without contribution
or the allotment of share options without contribution.
(Priority)(Deleted)
Article 11-26 The order of priority of the payment ofClass A Preferred Dividends, Amount Equivalent toClass A Cumulative Unpaid Dividends, Class B
Preferred Dividends, Amount Equivalent to Class B
Cumulative Unpaid Dividends, and dividends of surplus
to Common Shareholders, etc. shall be as follows: (1)Amount Equivalent to Class A Cumulative Unpaid
Dividends and Amount Equivalent to Class B
Cumulative Unpaid Dividends (2) Class A Preferred
Dividends and Class B Preferred Dividends (3)dividends of surplus to Common Shareholders, etc.
2. The order of priority of the payment of residual assets
pertaining to Class A shares, Class B shares, Class C
shares and common stocks shall be in the following
order: (1) the distribution of residual assets pertaining toClass A, Class B and Class C shares (2) the distributionof residual assets pertaining to common stocks.
3. If the amount of the distribution of dividends ofsurplus or residual assets to be paid by the Company isless than the total amount necessary for such payment
with a priority order, the payment of such dividends ofsurplus or residual assets shall be made on a pro rata
basis according to the necessary amount for distributionof such dividends of surplus or residual assets with thatpriority order.
(Dividends of Surplus, etc.)
Article 40 Unless otherwise provided for by laws andregulations, the Company shall determine the mattersspecified in the items of Article 459, paragraph (1) of theCompanies Act, such as dividends of surplus, byresolution of the Board of Directors, not by resolution ofa general meeting of shareholders.

(Dividends of Surplus, etc.)
Article 40 Unless otherwise provided for by laws andregulations, the Company shall determine the matters specified
in the items of Article 459, paragraph (1) of the Companies Act,
such as dividends of surplus, by resolution of the Board of
Directors, not by resolution of a general meeting of shareholders.

2. The Company may pay dividends of surplus in cash 2. The Company may pay dividends of surplus in cash toto shareholders or registered pledgees of shares stated or shareholders or registered pledgees of shares stated or recorded
recorded in the final shareholder registry on March 31 in the final shareholder registry on March 31 and September 30
56and September 30 of each year.

of each year.

(Newly established)

3. In addition to the preceding two paragraphs, the Company
may specify a record date and pay dividends of surplus toshareholders or registered pledgees of shares stated or recordedin the final shareholder registry on such record date.

57