Note : This document has been translated from a part of the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shall prevail.

Dear Shareholders:(Securities Code 4956)
May 30, 2022

1-6-10 Dosho-machi, Chuo-ku, Osaka
Head Office
1-7-1 Dosho-machi, Chuo-ku, Osaka()

Konishi Co., Ltd.
President andRepresentative Director

Keiichi Oyama

Notice of the 97th Ordinary General Meeting of Shareholders
We would like to express our gratitude for your continued support.
You are cordially invited to attend the 97th Ordinary General Meeting of Shareholders of Konishi Co., Ltd. (the “Company”)
as described below.
You may exercise your voting rights in writing or via the Internet instead of attending the meeting in person. Please review theattached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:30 p.m. on Monday,
June 20, 2022.
 Date and time Place10 a.m., Tuesday, June 21, 2022
1-7-1 Dosho-machi, Chuo-ku, Osaka (Kitahama Konishi Building, 4th Floor)
Company’s Conference Hall
(Please see the guide map at the end of this document.) Purposes
Matters to bereported:

1. Business Report, Consolidated Financial Statements, and Non-Consolidated Financial Statements forthe 97th Fiscal Year (April 1, 2021 to March 31, 2022)
2. Independent Auditor’s and Audit and Supervisory Committee's Reports on the Results of Audit of theConsolidated Financial Statements for the 97th Fiscal Year
Matters to be resolved:
Company’s Proposals (Proposal No. 1 – Proposal No. 3)
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Partial Amendments to the Articles of Incorporation
Proposal No. 3: Election of Eight (8) Directors (excluding Directors who are members of the Audit and Supervisory
Committee )Shareholders’ Proposals (Proposals No. 4 and No. 5)
Proposal No. 4: Approval of Amount of Compensation Relating to Restricted Stock Compensation Plan
Proposal No. 5: Acquisition of Treasury Stock----------------------------------------------------------------------------------------------------------------------------------------------------● When you attend the meeting, please present the enclosed Voting Rights Exercise Form at the reception desk.
● The following matters will be posted on our website (http://www.bond.co.jp) in accordance with laws and regulations and the provision of Article 16 of the
Articles of Incorporation of the Company, and thus they are not included in this document.
(1) System to ensure appropriate business reporting operations (2) Notes to consolidated financial statements (3) Notes to non-consolidated financial statements
The Business Report audited by the Audit and Supervisory Committee and the consolidated financial statements and non-consolidated financial statements auditedby the Audit and Supervisory Committee and the independent auditor include the documents stated in this notice, and a system to ensure appropriate business
operations, notes to consolidated financial statements and notes to non-consolidated financial statements, which are posted on our website (http://www.bond.co.jp).
● Any changes to be made in the Business Report, consolidated financial statements, non-consolidated financial statements, or Reference Documents for the General
Meeting of Shareholders will be posted on our website (http://www.bond.co.jp).

-1-Reference Documents for the General Meeting of Shareholders
Company’s Proposals (Proposal No. 1 – Proposal No. 3)
Proposal No. 1: Appropriation of Surplus
The Company proposes the appropriation of surplus as outlined below:

1. Year-end dividend
The Company considers returning profits to shareholders as an important management imperative, under a basic
policy to pay stable dividends while striving to strengthen its management foundation.
The Company proposes to pay a year-end dividend of 22 yen per share for the 97th fiscal year, in consideration of
the business results for the fiscal year under review. With a regular dividend of 22 yen per share already paid as aninterim dividend in December 2021, the annual dividend will be 44 yen per share, an increase of 4 yen from theprevious fiscal year.
 Type of dividend property

Cash Allotment of dividend property and its total
amount22 yen per common share of the Company
Total amount: 784,080,858 yen Effective date of dividends of surplus

June 22, 2022

2. Appropriation of other surplus
The Company proposes the following appropriation of other retained earnings in an effort to reinforce themanagement foundation for future business developments by using them as investments for improving corporate
value and other purposes.
 Item and amount of reduction in surplus

Retained earnings
brought forward

2,000,000,000 yen (2 billion yen)

 Item and amount of increase in surplus

General reserve2,000,000,000 yen (2 billion yen)-2-

Proposal No. 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments
The amended provisions stipulated in the proviso to Article 1 of the Supplementary Provisions of the Act Partially
Amending the Companies Act (Act No. 70, 2019) will become effective on September 1, 2022. To prepare for the
implementation of an electronic delivery system for shareholders meetings’ materials, the Company proposes to makethe following amendments to the Articles of Incorporation:(1) The proposed amendment to Article 16, Paragraph 1 stipulates that the Company takes measures toelectronically deliver information contained in the Reference Documents for the General Meeting of
Shareholders, etc.
(2) The proposed amendment to Article 16, Paragraph 2 sets a provision to limit the scope of matters to be statedin a document delivered in writing to a shareholder who makes a request thereof.
(3) The provision regarding the Internet disclosure and deemed provision of the Reference Documents for the
General Meeting of Shareholders, etc. (the current Article 16 of the Articles of Incorporation) is deleted as it
is no longer necessary.
(4) Following the above new stipulation and deletion, supplementary provisions concerning the effective date,etc. are established.

2. Details of the amendments
The details of the amendments are as follows:-3-

(Amendments are underlined.)
Current Articles of Incorporation

Proposed amendments(Internet Disclosure and Deemed Provision of Reference
Documents etc. for General Meetings of Shareholders)
Article 16 When convening a general meeting ofshareholders, the Company may deem that
information required to be described or indicated inreference documents for the general meeting ofshareholders, business reports, financial statements,
and consolidated financial statements has been
provided to shareholders when such information isdisclosed through a method that uses the Internet
pursuant to the Ministry of Justice Order.

DeletedNew(Electronic Delivery Measures, Etc.)
Article 16 When convening a general meeting ofshareholders, the Company shall take measures toelectronically deliver information contained in reference
documents for the general meeting of shareholders, etc.
2. The Company shall not be required to state all or partof the matters to be electronically delivered that are set
forth in the Ordinance of the Ministry of Justice in adocument to be delivered in writing to a shareholder
who makes a request thereof by the record date forvoting rights.

Supplementary Provision

Supplementary Provision

Article 41 Abridged

Article 41 No changeNew(Transitional Measures for Electronic Delivery ofReference Materials for General Meetings ofShareholders)
Article 42. The deletion of the current Article 16 (Internet
Disclosure and Deemed Provision of Reference
Documents, etc. for General Meeting of Shareholders)of the Articles of Incorporation and the new amended
Article 16 (Electronic Delivery Measures, Etc.) of the
Articles of Incorporation shall be effective from thedate of enforcement of the amended provisions
stipulated in the proviso to Article 1 of the
Supplementary Provisions to the Act Partially
Amending the Companies Act (Act No. 70, 2019)(hereinafter the “date of enforcement”).
2. Notwithstanding the provision of the preceding
paragraph, the current Article 16 (Internet Disclosure andDeemed Provision of Reference Documents, etc. for
General Meeting of Shareholders) of the Articles ofIncorporation shall remain effective with respect to theGeneral Meeting of Shareholders to be held on a day
falling within six months from the date of enforcement.
3. This article shall be deleted after the later of the date
six months from the date of enforcement or the date
three months from the date of the General Meeting of
Shareholders as set forth in the preceding paragraph.
-4-

Proposal No. 3:

Election of Eight (8) Directors (excluding Directors who are Audit andSupervisory Committee Members)

The terms of office of all eight (8) Directors (excluding Directors who are Audit and Supervisory Committee
Members; the same applies hereinafter in this proposal) will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, the Company proposes the election of eight (8) Directors including two (2) Outside
Directors.
The Company has nominated persons who are capable of making contributions to the sustainable growth as well
as long-term maximization of corporate value of the Company and its group and resolved matters at the Board of
Directors meeting.
Listed below are the candidates for Directors:
Candidate
No.

Name(Date of Birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions outside the Company)
April 1979
April 2004
April 2006
April 2008

Takashi Yokota

1
Reappointment(July 12, 1953)

June 2009
April 2011
April 2013
April 2017
April 2018
April 2021

Joined the Company
Head of Business Department. I, Sales Division, Bond Division
Head of Tochigi Factory, Production Division, Bond Division
Executive Officer, Head of Production Division, Business
Promotion Division
Director, Head of Production Division, Bond Division
Managing Director, Head of Bond Division
President and Representative Director
Joint Representative, Konishi Group and CEO, Bond Group
CEO, Bond Group
Chairman and Representative Director (to the present)Group CEO (to the present)

Number of theCompany’s
shares held

59,700 shares(Significant concurrent positions outside the Company)
Chairman and Representative Director, Wall Bond Industry Co., Ltd.
Chairman and Representative Director, Sunrise Corporation
Chairman and Representative Director, Maruyasu & Co., Ltd.
Komisaris, PT. KONISHI INDONESIA
Reasons for election of the candidate
Mr. Takashi Yokota has served as Head of the Production Division, Bond Division, Head of Bond Division and President andRepresentative Director. He has considerable experience as a corporate manager. The Company nominates him as a candidate for
Director in the expectation that he will continue to serve for the enhancement of the Group's corporate value and play his full part insupervising management execution for the entire Group by leveraging such experience.

-5-

Candidate
No.

Name
(Date of Birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions outside the Company)
April 1984
April 2012

Keiichi Oyama

2(August 14, 1960)

Reappointment

Joined the Company
Head of Construction Business Department, Bond Sales
Division, Bond Division
April 2014
General Manager of Corporate Planning Department,
President’s Office
June 2014
Executive Officer, Head of President’s Office and General
Manager of Personnel Department
April 2015
General Manager of Konishi Group General Administration
Department
June 2016
Director
April 2017
CEO, Overseas Business Group
October 2017
CEO of R&D/Production/Logistics Group and Head of
R&D/Production Division
April 2018
Managing Executive Officer
April 2019
Head of Bond Sales Division, Bond Group
September 2019 Head of Kanto Branch Office
April 2021
President and Representative Director (to the present)

Number of theCompany’s
shares held

95,700 shares

Reasons for election of the candidate
Mr. Keiichi Oyama has engaged in the sales and administration departments for many years and served as Head of the Construction
Business Department (under the Bond Sales Division, Bond Division), President’s Office, and R&D and Production Division. He
has considerable experience as a corporate manager. The Company nominates him as a candidate for Director in the expectation that
he will continue to serve for the enhancement of the Group's corporate value and play his full part in supervising management
execution for the entire Group by leveraging such experience.
April 1980
April 2007
April 2011

Satoru Kusakabe

3
Reappointment(May 31, 1957)

April 2012
June 2012
April 2013
April 2015
April 2017
April 2021

Joined the Company
Head of Construction Business Department, Bond Sales
Division, Business Promotion Division
Executive Officer, Head of Civil Engineering & Construction
Division, Bond Division
Head of Bond Sales Division, Bond Division
Director (to the present)
Head of Bond Sales Division
Managing Executive Officer
Senior Managing Executive Officer (to the present)CEO, Civil Engineering & Construction GroupIn charge of Construction Business Group (to the present)

41,800 shares(Significant concurrent positions outside the Company)
President and Representative Director, Bond Engineering Co., Ltd.
Chairman and Representative Director, Konishi Kouei Co., Ltd.
Chairman and Representative Director, KAKUMARU KENSETSU Co., Ltd.
Reasons for election of the candidate
Mr. Satoru Kusakabe has engaged in the sales department for many years and served as Head of the Civil Engineering & Construction
Division (under Bond Division) and Bond Sales Division and CEO of the Civil Engineering & Construction Group. He has
considerable experience as a corporate manager. The Company nominates him as a candidate for Director in the expectation that hewill continue to serve for the enhancement of the Group's corporate value and play his full part in supervising management execution
for the division he is in charge of by leveraging such experience.

-6-

Candidate
No.

Name
(Date of Birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions outside the Company)
April 1980
April 2008

Shozo Arisawa

4(March 25, 1958)

Reappointment

Joined the Company
Head of Osaka Institute, R&D Division, Business Promotion
Division
April 2011
Executive Officer, Head of R&D Division, Bond Division
April 2013
Head of Production and R&D Division
June 2013
Director (to the present)
April 2016
Managing Executive Officer
April 2017
CEO of R&D/Production/Logistics Group and Head of
R&D/Production Division
October 2017 Head of President’s Office and Head of Material Science Institutein charge of Administrative Headquarters and R&D
April 2018
Senior Managing Executive Officer (to the present)
Head of Administrative Headquarters in charge of Personnel
Department and Corporate Planning Department
April 2021
In charge of Administrative Headquarters, Personnel Department
and Corporate Planning Department (to the present)

Number of theCompany’s
shares held

30,300 shares(Significant concurrent positions outside the Company)
Chairman and Representative Director, Bond Chemical Co., Ltd.
Chairman and Komisaris, PT. KONISHI LEMINDO INDONESIA
Reasons for election of the candidate
Mr. Shozo Arisawa has engaged in the research & development department for many years and served as Head of the Production
and R&D Division, President’s Office, and Administrative Headquarters. He has considerable experience as a corporate manager.
The Company nominates him as a candidate for Director in the expectation that he will continue to serve for the enhancement of theGroup's corporate value and play his full part in supervising management execution for the division he is in charge of by leveraging
such experience.
April 1985
April 2010
April 2012
April 2014

Hirofumi Matsubata April 2017
(April 9, 1961)

5

June 2018
April 2019

Reappointment

April 2021

Joined the Company
Head of Industrial Business Department, Sales Division, Bond
Division
Head of Industrial Business Department I, Bond Sales Division,
Bond Division
Executive Officer, Deputy Head of Bond Sales Division
Senior Executive Officer
Head of Bond Sales Division, Bond Group
Director (to the present)
Managing Executive Officer (to the present)
CEO of R&D/Production Group and Head of R&D/Production
Division
Head of Chemical Products Division (to the present) and Head ofKanto Branch Office (to the present)

11,800 shares

Reasons for election of the candidate
Mr. Hirofumi Matsubata has engaged in the sales department for many years and served as Head of the Bond Sales Division (underthe Bond Group) and R&D and Production Division. He has considerable experience as a corporate manager. The Company
nominates him as a candidate for Director in the expectation that he will continue to serve for the enhancement of the Group's
corporate value and play his full part in supervising management execution for the division he is in charge of by leveraging such
experience.

-7-

Candidate
No.

Name
(Date of Birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions outside the Company)
April 1984
April 2009
April 2012
April 2015

Toshihiko Iwao

6

January 2016
April 2017

(June 4, 1960)
June 2018
April 2020
April 2021

Reappointment

April 2022

Joined the Company
Head of General-Use Products Business Department II, Sales
Division, Bond Division
Head of General-Use Products Business Department I, Bond
Sales Division, Bond Division
Executive Officer, Head of Business Department I, Bond Sales
Division
Head of Business Department III, Bond Sales Division
Senior Executive Officer
Head of Civil Engineering & Construction Sales Division, Civil
Engineering & Construction Group
Director (to the present)
Managing Executive Officer (to the present)
Head of Bond Division (to the present) and Civil Engineering &Construction Sales Division
Head of Production Division (to the present)

Number of theCompany’s
shares held

17,200 shares

Reasons for election of the candidate
Mr. Toshihiko Iwao has engaged in the sales department for many years and served as Head of the Civil Engineering & Construction
Sales Division. He has considerable experience as a corporate manager. The Company nominates him as a candidate for Director in
the expectation that he will continue to serve for the enhancement of the Group's corporate value and play his full part in supervising
management execution for the division he is in charge of by leveraging such experience.
April 1984
April 1984
April 1989
June 2015

Keiko Takase(June 27, 1952)

Admitted to Osaka Bar Association (to the present)
Joined Kishida Law Office
Joined Takase Law Office (to the present)
Outside Director of the Company (to the present)(Significant concurrent positions outside the Company)
Chairperson, Osaka Prefectural Public Safety Commission-

7
Reappointment

Reasons for election of the candidate and outline of expected roles
Ms. Keiko Takase has considerable experience and expertise as a lawyer, as well as deep insight, serving as a member of the Osaka
Prefectural Public Safety Commission. The Company nominates her as a candidate for Outside Director in the expectation that she
will continue to strengthen corporate governance of the Group by leveraging such experience. She does not have any previous
experience of engaging in corporate management other than as an outside director; however, the Company believes that she shouldbe able to perform her duties appropriately based on the above reasons.

-8-Candidate
No.

Name
(Date of Birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions outside the Company)
April 1985
April 1994
April 1997
July 2006
October 2010

Makoto Kimura(March 15, 1960)

8
Reappointment

June 2016

Joined Department of Transportation Engineering, Faculty ofEngineering, Kyoto University
Associate Professor, Department of Transportation Engineering,
Faculty of Engineering, Kyoto University
Associate Professor, Department of Civil Engineering, Graduate
School of Engineering, Kyoto University
Professor, International Innovation Center, Kyoto University
Professor, Department of Civil and Earth Resources
Engineering, Graduate School of Engineering, Kyoto University(to the present)
Outside Director of the Company (to the present)

Number of theCompany’s
shares held-

(Significant concurrent positions outside the Company)
Professor, Department of Civil and Earth Resources Engineering, Graduate Schoolof Engineering, Kyoto University
Member of Technology Council and Business Assessment and Monitoring
Committee, Hanshin Expressway Company Limited
Member of Civil Engineering Technology Research Committee, Osaka Metro Co.,Ltd.
Director of Japan Foundations Engineering Association
Reasons for election of the candidate and outline of expected roles
Mr. Makoto Kimura has deep insight as professor of the Department of Civil and Earth Resources Engineering, Graduate School ofEngineering of Kyoto University. The Company nominates him as a candidate for Outside Director in the expectation that he willcontinue to strengthen corporate governance of the Group by leveraging such expertise and experience. He does not have any
previous experience of engaging in corporate management other than as an outside director; however, the Company believes that heshould be able to perform his duties appropriately based on the above reasons.

(Note 1) There are no special conflicts of interest between each of the candidates and the Company.
(Note 2) Ms. Keiko Takase and Mr. Makoto Kimura are candidates for Outside Director.
(Note 3) Ms. Keiko Takase is an incumbent Outside Director of the Company and will have been in office as Outside Director for seven years at the conclusion of thismeeting.
(Note 4) Mr. Makoto Kimura is an incumbent Outside Director of the Company and will have been in office as Outside Director for six years at the conclusion of thismeeting.
(Note 5) The Company has entered into agreements with Ms. Keiko Takase and Mr. Makoto Kimura to limit their liabilities for damages caused by negligence of
their duties, in accordance with the provision of Article 427, Paragraph 1 of the Companies Act. The amount of the limitation on their liabilities under these
agreements shall be the amount as stipulated in laws and regulations, and the Company intends to extend the agreements upon the approval of thereappointment of Ms. Keiko Takase and Mr. Makoto Kimura.
(Note 6) The Company has entered into a directors’ and officers’ liability insurance policy with an insurance company as stipulated in Article 430-3, Paragraph 1 of
the Companies Act, with all of the candidates as the insured; any loss incurred by the insured in the event that a claim is made against damages arising froman act by the insured including Directors of the Company in performing his/her duties as a Director (except for the case of violation of laws and regulations )shall be covered by the policy. The Company will renew the insurance policy with the same contents at the next renewal, with the candidates as the insured
upon the approval of their reappointment.
(Note 7) The Company has registered Ms. Keiko Takase and Mr. Makoto Kimura as Independent Directors as set forth in the regulations of the Tokyo Stock Exchange,
Inc.
(Note 8) The "number of the Company’s shares held" indicates the number as of March 31, 2022.

-9-

*Directors’ Skill Matrix
Name

PositionManagement

Production/
R&D

Marketing/
Sales

Finance/
Accounting

○

○

○

○

○

○

Takashi Yokota

Chairman and
Representative Director○

Keiichi Oyama

President andRepresentative Director○○

Satoru Kusakabe

Director and Senior
Managing Executive
Officer○○Shozo Arisawa

Director and Senior
Managing Executive
Officer○

Hirofumi Matsubata

Director and Managing
Executive Officer

Toshihiko Iwao

Director and Managing
Executive Officer

Keiko Takase

Outside Director

Makoto Kimura

Outside Director○

Shinya Enomoto

Director (Full-time Audit
and Supervisory Committee
Member)○Kenji Kawada

Outside Director (Audit andSupervisory Committee
Member)○Motoyuki Nakata

Outside Director (Audit andSupervisory Committee
Member)○Yoshiki Yamada

Outside Director (Audit andSupervisory Committee
Member)○○Legal / Risk
management

○

○
○

○
○

○

○

○

- 10 -

Personnel/
Labor

○

Shareholders’ Proposals (Proposals No. 4 and No. 5)
Proposals 4 and 5 are submitted by a shareholder.
The following subject, outline and reasons for proposals are shown as originally submitted by the shareholder
except for the item numbers in the proposal.

Proposal No. 4:

Approval of Amount of Compensation Relating to Restricted Stock
Compensation Plan

(1) Outline of the proposal
At the 96th Ordinary General Meeting of Shareholders held on June 22, 2021, the total amount of compensation
for Directors of the Company (excluding those who are members of the Audit and Supervisory Committee) wasapproved at 350 million yen or less per year (however, salaries for employees who concurrently act as a Director
are not included), with the total amount of stock compensation for Directors excluding those who are members of
the Audit and Supervisory Committee and Outside Directors set separately at 60 million yen or less per year
(however, salaries for employees who concurrently act as a Director are not included). The total amount ofcompensation for Directors who are members of the Audit and Supervisory Committee was approved at 45 million
yen or less per year at the 96th Ordinary General Meeting of Shareholders held on June 22, 2021. For the purposeof providing incentives for Directors of the Company to pursue the sustainable improvement of corporate value
and further promoting the sharing of value between Directors and shareholders, we propose that the Company
replace the above stock compensation plan for Directors excluding those who are members of the Audit andSupervisory Committee and Outside Directors and provide monetary compensation claims to allot restricted
shares of 350 million yen or less per year or up to 233,300 shares for Directors (excluding those who are membersof the Audit and Supervisory Committee) and monetary compensation claims to allot restricted shares of 45
million yen or less per year or up to 30,000 shares for Directors who are members of the Audit and Supervisory
Committee, respectively. The transfer restriction period shall be three (3) years from the allotment. The specifictiming of payment and allotment shall be determined by the Board of Directors. However, the new plan shall be
designed as a performance-linked incentive plan and to allot restricted shares in total worth three times fixedcompensation within the next three years if the performance criteria are met.
(2) Reasons for the proposal
The Company adopts the restricted stock compensation plan (hereinafter the "Plan"), but its amount is too small
to ensure value-sharing between Directors and shareholders adequately. We believe that not only all Directors of
the Company (including those who are members of the Audit and Supervisory Committee and Outside Auditors)
but also the top twenty (20) executives of the Company, including Executive Officers, should be eligible for thePlan. We also propose to allot restricted shares in total worth three times the fixed compensation or salary overthe next three years to eligible officers and employees under the Plan. As described in the "Guidebook for
Introducing Incentive Plans for Sustainable Corporate Growth as Board Members’ Compensation to Encourage
Companies to Promote Proactive Business Management," released in April 2014 and since continuously revisedby the Ministry of Economy, Trade and Industry, we believe that it is desirable to provide appropriate and effective
stock compensation for executive management in order to encourage management from shareholders’ point ofview and provide incentives to improve medium- to long-term performance.
Opinions of the Board of Directors on the shareholders’ proposal(1) Opinion of the Board of Directors
The Board of Directors opposes the shareholders’ proposal.
(2) Reasons for opposition
The shareholders’ proposal suggests including Directors who are Audit and Supervisory Committee Members,
Outside Directors and Executive Officers, etc. as persons eligible for the current restricted stock compensation
plan, making a substantial raise in the amount of stock compensation and having a shortened transfer restriction
period of three years. The Board of Directors of the Company opposes this proposal from the following point ofview.
(i) Including of Directors who are Audit and Supervisory Committee Members, Outside Directors and Executive
Officers, etc. as persons eligible for the current restricted stock compensation plan
Directors who are Audit and Supervisory Committee Members and Outside Directors are paid basic
compensation only which is not subject to performance, from the perspective of the independence of their- 11 -

duties. This is because importance is placed on the functions of Directors who are Audit and Supervisory
Committee Members and Outside Directors to audit and supervise the execution of duties by Directors andthe management by the Board of Directors. The Company's policy is not to cover them by the restricted stockcompensation plan.
Furthermore, the proposal suggests to include not only Directors but also Executive Officers, etc. as eligible,
but the Company's restricted stock compensation plan already covers Executive Officers and restricted stockis allotted to them in the same way as to eligible Directors.
(ii) Substantial raise in restricted stock compensation
On the compensation for Directors of the Company, our basic policy is to set a compensation system linked toshareholders' interests to sufficiently function as an incentive for sustainable improvements in corporate value.
It is composed of “basic compensation,” “bonuses,” and “stock compensation.” “Basic compensation” iscomprehensively reviewed and determined based on position and scope of duties, while the level of othercompanies is also considered. “Bonuses” are performance-linked compensation with corporate performancetaken into account, and “stock compensation” is restricted stock-based compensation as an incentive tosustainably improve corporate value. The ratio of "basic compensation" : "bonuses" : "stock compensation" is
set roughly at 65% : 20% : 15%. However, the shareholders’ proposal calls for an excessive stockcompensation plan, which significantly differs from the Company’s compensation ratio. For this reason, theBoard believes it is not appropriate.
(iii) Transfer restriction period of three (3) years
The current transfer restriction period is 10 to 30 years after the allotment, as laid down by the Board of
Directors of the Company. This is appropriate as it is designed to pursue sustainable improvements in corporate
value from a medium- to long-term perspective during one’s term of office. Setting the shortened transfer
restriction period of three years is not appropriate as a sound incentive for the sustainable growth of theCompany, because that would make Directors overly conscious of short-term improvements in performance.
For these reasons, the Company’s Board of Directors opposes the shareholders’ proposal.

- 12 -

Proposal No. 5:

Acquisition of Treasury Stock(1) Outline of the proposal
Pursuant to the provision of Article 156, Paragraph 1 of the Companies Act, we propose that the Company acquirea total of 3,500,000 common shares of the Company, not exceeding the aggregate acquisition amount of
5,250,000,000 yen, within one (1) year from the conclusion of this Ordinary General Meeting of Shareholders,
by delivery of cash.
(2) Reasons for the proposal
For the purpose of increasing shareholder returns and enhancing capital efficiency, we believe that the Company
should acquire approximately 10% of its total issued shares (excluding treasury shares) as treasury stock andcancel them in accordance with Article 178 of the Companies Act.
Opinions of the Board of Directors on the shareholders’ proposal(1) Opinion of the Board of Directors
The Board of Directors opposes the shareholders’ proposal.
(2) Reasons for opposition
The Company has flexibly acquired treasury stock, with its cumulative acquisitions since 2015 standing at
2,563,900 treasury shares, totaling 4,981,628,300 yen. The Company thus recognizes that the acquisition oftreasury stock is an important measure to return profits to its shareholders. For this reason, the Company’s policy
is to acquire treasury stock in a flexible manner through in-depth discussions at the Board of Directors meetings
based on the medium- to long-term management strategy and capital policy. Therefore, the Board believes that it
is not appropriate at this point to vote on the resolution on the large-scale acquisition of treasury stock as requestedby the shareholders’ proposal, with its execution set at a specific timing.
In addition, the Company considers returning profits to shareholders as an important management imperative
and adopts a basic policy to pay sustainable and stable dividends while taking account of business results etc. eachfiscal year. The Company’s dividends per share and payout ratio for the past five years are as follows. We havesteadily increased dividends per share as well as payout ratio.
Year ended March Year ended March Year ended March Year ended March Year ended March
2018
2019
2020
2021
2022
Dividends
per share

26 yen26 yen36 yen40 yen44 yen*Payout ratio

20.6%

21.4%

28.5%

29.1%

30.5%**Subject to the approval of Proposal No. 1
For these reasons, the Company’s Board of Directors opposes the shareholders’ proposal.

- 13 -