Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
Stock Exchange Code: 9438
December 4, 2015
To Shareholders with Voting Rights:
Toshihiro Maeta
President and Chief Executive Officer
MTI Ltd.
3-20-2 Nishi-Shinjuku, Shinjuku-ku,
Tokyo, JapanNOTICE OF
THE 20TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 20th Annual General Meeting of Shareholders of MTI Ltd. (the“Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing or via theInternet. Please review the attached Reference Documents for the General Meeting of Shareholders andexercise your voting rights by 5:30 p.m. on Tuesday, December 22, 2015, Japan time.
1. Date and Time:

December 23, 2015 (Wednesday, holiday) at 10:00 a.m. Japan time

2. Place:

Hall of Bellesalle Nishi-Shinjuku on the first floor of Sumitomo Fudosan
Nishi-Shinjuku Building No. 3, located at 15-3, Nishi-Shinjuku 4-chome,
Shinjuku-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: The Business Report, Consolidated Financial Statements for the Company’s
20th Fiscal Year (October 1, 2014 – September 30, 2015), results of audits
by the Accounting Auditor and the Board of Statutory Auditors of theConsolidated Financial Statements and Non-consolidated Financial
Statements for the Company’s 20th Fiscal Year
Proposals to be resolved:
Appropriation of surplus
Proposal 1:
Partial amendment to the articles of incorporation
Proposal 2:
Election of 8 directors
Proposal 3:
Election of 1 statutory auditor
Proposal 4:
Revision in the amount of remuneration for directors
Proposal 5:
Revisions in the amount of stock option remuneration for directors and its
Proposal 6:
content

-1-

◎
(1)

Notes
Exercise of voting rights by proxyIf you are unable to attend the meeting, you can delegate another shareholder as a proxy, who also
owns voting rights of the Company, to attend the General Meeting of Shareholders. In such a case,please have your proxy submit a written power of attorney, as well as the Voting Rights Exercise
Form at the reception desk.

(2)

Documents provided on the Internet
Based on the provisions stipulated in relevant laws and regulations and Article 15 of theCompany’s articles of incorporation, the following materials are posted on the Company’s
website (http://www.mti.co.jp/) and are therefore not included in the Appendix to thisconvocation notice.
1) “Consolidated statement of changes in equity” and “Notes to the Consolidated Financial
Statements” in the Consolidated Financial Statements2) “Statement of changes in equity” and “Notes to the Non-consolidated Financial
Statements” in the Non-consolidated Financial Statements
The Consolidated Financial Statements and Non-consolidated Financial Statements audited by
Accounting Auditor and the Board of Statutory Auditors are each item on the Appendix to thisConvocation Notice of the General Meeting of Shareholders, Consolidated statement of changes
in equity, Notes to the Consolidated Financial Statements, Statement of changes in equity, andNotes to the Consolidated Financial Statements in the above 1) and 2).

(3)

Method to announce the revisions in the Reference Documents for the General Meeting of
Shareholders and Business Report, as well as in Non-consolidated Financial Statements andConsolidated Financial Statements
Should the Reference Documents for the General Meeting of Shareholders and Business Report,
as well as Non-consolidated Financial Statements and Consolidated Financial Statements require
revisions, the revised versions will be posted on the Company’s website (http://www.mti.co.jp/).

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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:
Appropriation of surplus
The Company positions the increase of its market capitalization through the creation and enhancement ofcorporate value and continuous distribution of profits to shareholders as priority management issues.
With regard to dividends, since the consolidated performance during the current fiscal year greatly
exceeded the previous forecast reaching a record-high, it is proposed as follows.
As a result, the annual dividend per share for the current fiscal year increased by 5.50 yen year on year to
14 yen.
Matters concerning the year-end dividend:(1) Matters concerning the allotment of dividend property to shareholders and total amount thereof:
8 yen per share of the Company’s common stock, in a total amount of 455,726,976 yen(2) The effective date of the dividend of surplus
December 24, 2015
(Note) Due to the 2-for-1 common stock split effective April 1, 2015, the interim dividend (12 yen per share) willcorrespond to 6 yen per share. As a result, the annual dividend per share will be 14 yen per share, added with theabove mentioned year-end dividend of 8 yen. When the aforementioned stock split is taken into account, theannual dividend per share for the previous fiscal year corresponds to 8.50 yen.

-3-

Proposal 2:

Partial amendment to the articles of incorporation

1. Reasons for the amendment(1) In order to conform to the future business development, business objects are to be added to
Article 2 (Purpose) of the Company’s current articles of incorporation.
(2) The Act Partially Amending the Companies Act (Act No. 90 of 2014) came into effect on May 1,
2015, allowing companies to enter into a liability limitation agreement with directors other than
executive directors, etc. and with statutory auditors other than external statutory auditors. In linewith this change, Article 27 (Exemption of liability of directors) Paragraph 2 and Article 36(Exemption of liability of statutory auditors) Paragraph 2 are to be partially amended. With regard
to the amendment to Article 36, each statutory auditor has given prior consent thereto.
2. Content of the amendment
Content of the amendment is as follows:(Only the provisions to be amended are shown below. Amended parts are underlined.)

Current

Proposed amendment(Purpose)
Article 2. The purpose of the Company shall be toengage in the following businesses:
1. to 33. (Unchanged)
34. Consulting service related to medical andhealth care
35. Import and export, development,
manufacturing and sales of products
related to medical and health care
36. Gathering, analysis and provision of
information related to medical and healthcare
37. Creation and provision of database
38. Provision of genetic test and analysis service(Purpose)
Article 2. The purpose of the Company shall be toengage in the following businesses:
1. to 33. (Omitted)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)
34. Other commercial services in general
35. Any and all businesses incidental or relating
to the preceding items(Exemption of liability of directors)
Article 27. (Omitted)
2. In accordance with the provisions ofArticle 427, Paragraph 1 of theCompanies Act, the Company may enter
into an agreement with external directors
for the purpose of limiting their
liabilities for compensation of damages
due to the failure to perform their duties
to the sum of the amounts stipulated ineach item of Article 425, Paragraph 1 ofthe said Act.
(Exemption of liability of statutory auditors)
Article 36. (Omitted)
2. In accordance with the provisions ofArticle 427, Paragraph 1 of theCompanies Act, the Company may enter
into an agreement with external statutory
auditors for the purpose of limiting their
liabilities for compensation of damages
due to the failure to perform their duties
to the sum of the amounts stipulated ineach item of Article 425, Paragraph 1 ofthe said Act.

39. Sales of tools and equipment for genetic test
and analysis
40. Analysis service of genetic test results
41. Other commercial services in general
42. Any and all businesses incidental or relating
to the preceding items(Exemption of liability of directors)
Article 27. (Unchanged)
2. In accordance with the provisions ofArticle 427, Paragraph 1 of theCompanies Act, the Company may enter
into an agreement with directors(excluding executive directors, etc.) forthe purpose of limiting their liabilities
for compensation of damages due to thefailure to perform their duties to the sumof the amounts stipulated in each item of
Article 425, Paragraph 1 of the said Act.
(Exemption of liability of statutory auditors)
Article 36. (Unchanged)
2. In accordance with the provisions ofArticle 427, Paragraph 1 of theCompanies Act, the Company may enter
into an agreement with statutory auditors
for the purpose of limiting their
liabilities for compensation of damages
due to the failure to perform their duties
to the sum of the amounts stipulated ineach item of Article 425, Paragraph 1 ofthe said Act.

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Proposal 3:

Election of 8 directors

All eight directors will resign at the conclusion of this Annual General Meeting of Shareholders due tothe expiration of their terms of office. Accordingly, the election of eight directors is proposed.
The candidates for director are as follows:
Name

No.

1

Reelected

Toshihiro Maeta

2

Reelected

Hiroshi Izumi

3

Reelected

Yoshihiro Shimizu

4

Reelected

Katsunori Osawa

5

Reelected

Hiroshi Matsumoto

6

Reelected

Masaya Onagi

7

Newly electedMuzhi Zhou

8

Newly elected

Hikaru Yamamoto-5-

External director
Independent director
External director
Independent director
External director
Independent director

No.

Name
(Date of birth)

Reelected

1

Toshihiro Maeta(January 19, 1965)

Reelected

2

Hiroshi Izumi(February 26, 1965)

Past experience, significant concurrent positions,
positions and responsibilities at the Company

Number of sharesof the Company
held

Joined Japan IBM, Ltd.
Joined HIKARI TSUSHIN, INC.
Director of HIKARI TSUSHIN, INC.
11,856,400
Managing Director of HIKARI TSUSHIN, INC.
Established the Company
President and Chief Executive Officer (current position)(Reason for election as a candidate for director)
Since founding the Company in 1996, Mr. Maeta has played a leading role in expanding its businessas President and Chief Executive Officer. The Company reelected him as a candidate for director,
based on the judgment that he is capable of making decisions on the important management mattersof the Company, and his leadership over all the officers and employees, drawing on his knowledge
and experience in overall management he has gained to date.
Joined Japan IBM, Ltd.
April 1987
Joined Microsoft Japan Co., Ltd.
June 1997
Joined the Company
February 1999
November 1999 Operating Officer and General Manager of IT Business
Department of the Company
November 2002 Operating Officer and General Manager of Mobile Service
Division of the Company
December 2002 Director and General Manager of Mobile Service Division of theCompany
December 2004 Director, Senior Managing Operating Officer and General
Manager of Mobile Service Division of the Company
Director, Operating Vice President and General Manager ofJanuary 2007
Mobile Service Division of the Company
226,000
December 2009 Executive Vice President and General Manager of Mobile
Service Division of the Company
Executive Vice President of the Company
February 2010
Executive Vice President and General Manager of Healthcare
June 2012
Business Division of the Company
Executive Vice President, General Manager of Mobile Service
February 2014
Division, and General Manager of Healthcare Business Divisionof the Company
Executive Vice President and General Manager of Life andJuly 2014
Healthcare Business Division of the Company
Executive Vice President and General Manager of Digital
April 2015
Content Division of the Company (current positions, in chargeof Solution Business Department)(Reason for election as a candidate for director)
Mr. Izumi assumed the office of director of the Company in 2002 and of Executive Vice President
from 2009. Drawing on his business experience at a major IT vender, he has held key positions in IT
development of the Company, in addition to service planning. The Company reelected him as a
candidate for director, based on the judgment that he is capable of making decisions on the importantmanagement matters of the Company, due to his broad expertise in overall IT service from planningto development.
April 1987
December 1988
August 1989
July 1994
August 1996

-6-

No.

Name
(Date of birth)

Past experience, significant concurrent positions,
positions and responsibilities at the Company

Joined RIKEI CORPORATION
Seconded to Gnosis Pacific Co., Ltd.
Representative Director of Gnosis Pacific Co., Ltd.
Deputy General Manager of Sales Division, transcosmos inc.
Established i2ts, inc.
Representative Director of i2ts, inc.
December 1999 Director of the Company
Technical Adviser of nucleus Co., Ltd.
January 2004
September 2005 Director of nucleus Co., Ltd.
December 2006 Senior Operating Officer and CTO of the Company
December 2007 Director, Managing Operating Officer & CTO, and General
Manager of IT Center of the Company
39,600December 2009 Director and CTO, and General Manager of Smart Business
Department
oftheCompany
Reelected
November 2011 Director and General Manager of mopita Business Departmentof the Company
Yoshihiro Shimizu
Senior Managing Director and General Manager of music.jp
January
2013(September 26, 1955)
Business Division of the Company
Senior Managing Director and General Manager of Digital
April 2014
Contents Division of the Company
Senior Managing Director and General Manager of Life andApril 2015
Healthcare Business Division of the Company
Senior Managing Director, General Manager of LifestyleJune 2015
Business Division, and General Manager of Healthcare Business
Division of the Company (current position)(Reason for election as a candidate for director)
Mr. Shimizu assumed the office of director of the Company in 1999. He has broad expertise in IT
service, including planning, development, and system operation, and has experience both inconsumer business and customer business. The Company reelected him as a candidate for director,
based on the judgment that he is capable of making decisions on the important management mattersof the Company by drawing on his wealth of experience in the IT business.
October 1983
December 1992
October 1994
October 1997
October 1999

3

Number of sharesof the Company
held

-7-

No.

Name
(Date of birth)

Past experience, significant concurrent positions,
positions and responsibilities at the Company

Joined Japan Schlumberger Co., Ltd.
Joined ADVANCE Corporation
Joined Plansee Japan Co., Ltd.
Joined HIKARI TSUSHIN, INC.
Joined MIS Co., Ltd.
Joined Telecom System International Co., Ltd. (the current
Company)
December 2000 Director and General Manager of Administration Division of theCompany
November 2002 Director and General Manager of Administration Office, Mobile
Service Business Division of the Company
53,615
December 2002 Operating Officer and Deputy General Manager of Mobile
Service Business Division of the Company
Reelected
December 2006 Director and Senior Operating Officer, and General Manager ofMobile Service Center of the Company
Katsunori Osawa
December 2007 Director and Managing Operating Officer, and General Manager(September 7, 1961)
of Mobile Service Center of the Company
December 2009 Managing Director and General Manager of Mobile Service
Center of the Company
Managing Director of the Company
April 2012Managing Director and General Manager of Corporate Support
February 2013
Division of the Company (current position)(Reason for election as a candidate for director)
Mr. Osawa assumed the office of director of the Company in 2000. He has served as General
Manager of Administration Division and General Manager of Mobile Service Center, and engaged in
the development of in-house infrastructure and streamlining of operation. The Company reelected
him as a candidate for director, based on the judgment that he is capable of making decisions on theimportant management matters of the Company by drawing on his broad expertise in management,
as well as administrative and operational works at an IT service company.
April 1985
August 1989
May 1992
January 1994
November 1998
July 2000

4

Number of sharesof the Company
held

-8-

No.

Name
(Date of birth)

Past experience, significant concurrent positions,
positions and responsibilities at the Company

Number of sharesof the Company
held

Joined The Fuji Bank (current Mizuho Financial Group, Inc.)
Joined CAC Corporation
Joined USJ Co., Ltd.
Joined the Company
Operating Officer, General Manager of Corporate Planning
Office and General Manager of Public Relations and IR Officeof the Company
Operating Officer and General Manager of Corporate Planning
January 2009
39,320
Division of the Company
Senior Operating Officer and General Manager of Corporate
January 2010
Reelected
Planning Division of the Company
Senior Operating Officer and General Manager of Corporate
May2010Hiroshi MatsumotoSupport Division of the Company(August 17, 1969)
December 2010 Director and General Manager of Corporate Support Division of
the Company
Director of the Company (current position, in charge of Pit
February 2013
Through Business Department, IR Office, and business alliance)(Reason for election as a candidate for director)
Mr. Matsumoto assumed the office of director of the Company in 2010. After joining the Company,
he has served as General Manager of Corporate Planning Office and General Manager of Corporate
Support Division by drawing on his business experience at a bank. The Company reelected him as a
candidate for director, based on the judgment that he is capable of making decisions on the importantmanagement matters of the Company by drawing on his expertise in the fields of finance andinvestor relations, in addition to his experience in overall administrative work.
Joined Japan IBM, Ltd.
April 1970
Director and General Manager of Second Sales Administrative
March 1994
Division, Financial System Business Department of Japan IBM,Ltd.
Managing Director and General Manager of Financial System
April 1998
Business Department of Japan IBM, Ltd.
Senior Managing Director in charge of Service Business ofApril 2000
Japan IBM, Ltd.
Executive Vice President in charge of Sales Division of Japan
April 2002
IBM, Ltd.
Advisor of GMO Payment Gateway, Inc.
October 2004
Executive Vice President of The Japan Research Institute,
February 2005
Reelected
Limited─External Director of ASCII Solutions, Inc.
June 2006
Masaya Onagi
External Director of Jais Co., Ltd. (current JAIS Limited)(December 28, 1946) July 2006
President and CEO of Japan Research Institute Solutions,
Limited (current JSOL Corporation)
External director
December 2007 External Director of GMO Payment Gateway, Inc. (current
Independent director
position)
December 2008 External Director of the Company (current position)
Advisor of JSOL Corporation
June 2011
Advisor of The Japan Research Institute, Limited
April 1992
May 1999
October 2002
October 2004
February 2008

5

6

(Significant concurrent position)
External Director of GMO Payment Gateway, Inc.
(Reason for election as a candidate for director)
The Company reelected him as a candidate for director, based on the judgment that he is capable ofadequately performing his duties including decision-making on the Company’s management policies
and supervising the execution of operation, with his wealth of experience and achievement as abusiness administrator, and his independence in that he has no special interests with the Company.

-9-

No.

Name
(Date of birth)

Past experience, significant concurrent positions,
positions and responsibilities at the Company
July 1985
June 1995
April 2002
January 2005
April 2007

Newly elected7

Muzhi Zhou
(July 2, 1963)

April 2007
May 2008
April 2010
April 2012

External director
Independent director

Newly elected

8

Hikaru Yamamoto(October 2, 1973)
External director
Independent director

Ministry of Machinery, People's Republic of China
Principal Researcher of International Development Center ofJapan
Associate Professor, Faculty of Economics, Tokyo Keizai
University
Guest Researcher of Policy Research Institute, Ministry of
Finance
Professor, Faculty of Economics, Tokyo Keizai University(current position)
Visiting Professor of Massachusetts Institute of Technology
Guest Researcher of Harvard University
Visiting Professor of University of International Business andEconomics (current position)
Specially-appointed Professor of The Chinese Academy of
Sciences

Number of sharesof the Company
held─

(Significant concurrent positions)
Professor, Faculty of Economics, Tokyo Keizai University
Visiting Professor of University of International Business and Economics(Reason for election as a candidate for director)
Mr. Zhou is engaged in the research on economies of East Asia and China at universities, and has
broad knowledge in economics. The Company elected him as a candidate for director, based on the
judgment that he is capable of giving advice on the decision-making of the Company’s management
policies from various perspectives, and is also capable of supervising the execution of operation froman independent standpoint.
Assistant at Graduate School of Economics, Faculty ofApril 2004
Economics, The University of Tokyo
Lecturer, Faculty of Economics, Seikei University
April 2005
Associate Professor, Faculty of Economics, Seikei University
April 2008
Associate Professor, Graduate School of Business
April 2014
─
Administration, Keio University (current position)(Significant concurrent position)
Associate Professor, Graduate School of Business Administration, Keio University(Reason for election as a candidate for director)
Ms. Yamamoto is engaged in the research on consumer behavior at universities, and has broad
knowledge in her specialized field, as well as a wealth of experience in networking with various
corporations. The Company elected her as a candidate for director, based on the judgment that she iscapable of giving advice on the decision-making of the Company’s management policies fromvarious perspectives, and is also capable of supervising the execution of operation from an
independent standpoint.

(Notes)1. There are no special interests between each candidate and the Company.
2. Mr. Masaya Onagi, Mr. Muzhi Zhou and Ms. Hikaru Yamamoto (name on the family register: Hikaru Usami) are candidates forexternal director. The reasons for election as candidates for external director are described in the columns below the past experiencesof each candidate for external director. In addition, concerning Ms. Hikaru Yamamoto, although she has never been involved incorporate management other than as external director or external auditor, the Company believes that she is capable of adequately
executing her duties as external director as mentioned in the reason for election as a candidate for external director.
3. The candidate Mr. Masaya Onagi assumed the office of external director of the Company in December 2008, and has been in office
for seven years. The Company has filed a notice to the Tokyo Stock Exchange for appointing Mr. Onagi as an independent director. If
Mr. Onagi’s election is approved as originally proposed, he will continue to serve as an independent director. In addition, if Mr.
Muzhi Zhou and Ms. Hikaru Yamamoto’s elections are approved as originally proposed, the Company intends to newly appoint themas independent directors.
4. In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with
Mr. Masaya Onagi to limit his liabilities for compensation of damages due to the failure to perform his duties, to the sum of theamounts stipulated in each item of Article 425, Paragraph 1 of the said Act. If Mr. Onagi’s election is approved as originally proposed,
the Company intends to continue the agreement with him. In addition, if Mr. Muzhi Zhou and Ms. Hikaru Yamamoto’s elections areapproved as originally proposed, the Company intends to enter into the same agreements with them.

- 10 -

Proposal 4:

Election of 1 statutory auditor

Statutory auditor Ms. Kazuko Ohya will resign at the conclusion of this Annual General Meeting of
Shareholders due to the expiration of the term of office. Accordingly, the election of one statutory auditor is
proposed.
The Board of Statutory Auditors has previously given its approval to this proposal.
The candidate is as follows:
Name(Date of birth)

Past experience, significant concurrent positions
and positions at the Company
April 1973
June 2001
April 2007
June 2007
April 2011

Reelected

Kazuko Ohya
(September 5, 1950)

June 2011
December 2011
May 2013
July 2013
October 2015

Joined Shiseido Company, Limited
Corporate Officer of Shiseido Company, Limited
Full-time Advisor of Shiseido Company, Limited
Audit & Supervisory Board Member of Shiseido Company,
LimitedPresident of Shiseido Social Welfare Foundation (current
position)
Advisor of Shiseido Company, Limited
External Statutory Auditor of the Company (current position)
External Director of Aeon Fantasy Co., Ltd. (current position)
External Director of Asahi Mutual Life Insurance Corporation(current position)
General Auditor of The Japan Aerospace Exploration Agency(current position)

Number ofshares of theCompany held─External statutory
auditorIndependent statutory (Significant concurrent positions)
President of Shiseido Social Welfare Foundation
auditorExternal Director of Aeon Fantasy Co., Ltd.
External Director of Asahi Mutual Life Insurance Corporation
General Auditor of The Japan Aerospace Exploration Agency(Reason for election as a candidate for statutory auditor)
She has a wealth of experience and broad insight as a director and statutory auditor at othercompanies. The Company has judged that she is adequate to serve as external statutory auditor toprovide auditing on the execution of duties of the Company’s directors with an independent
perspective.
(Notes)1. There is no special interest between the candidate for statutory auditor and the Company.
2. The candidate for statutory auditor, Ms. Kazuko Ohya, is a candidate for external statutory auditor. Since assuming theoffice of external statutory auditor of the Company in December 2011, she has been in office for four years. The
Company has filed the notice to the Tokyo Stock Exchange for appointing Ms. Ohya as an independent statutory
auditor.
3. Subject to the approval of the candidate’s election as originally proposed, the Company, in accordance with theprovisions of Article 427, Paragraph 1 of the Companies Act, intends to continue the agreement with her to limit her
liabilities for compensation of damages due to the failure to perform her duties, to the sum of the amounts stipulated ineach item of Article 425, Paragraph 1 of the said Act.

- 11 -

Proposal 5:

Revision in the amount of remuneration for directors

It has been approved at the 14th Annual General Meeting of Shareholders held on December 23, 2009that the amount of remuneration for directors of the Company shall be 400 million yen or less per year (ofwhich, 20 million yen or less per year for external directors).
It is proposed that the amount of remuneration for directors be revised to 600 million yen or less per year(of which, 60 million yen or less per year for external directors), taking into account the following threepoints: 1) the Company size is expanding in line with the improvement of the business performance; 2) therevision will enhance flexibility in the performance-linked remuneration scheme; and 3) the number ofexternal directors is to be increased.
As before, the amount of remuneration for directors will not include employee portion of the salary for
those directors who also serve as employees. In addition, the current number of directors is eight (of which,
one is external director). If Proposal 3 is approved and passed as originally proposed, the number of directors
will be eight (of which, three are external directors).

- 12 -

Proposal 6:

Revisions in the amount of stock option remuneration for directors and its content

It has been approved at the 13th Annual General Meeting of Shareholders held on December 20, 2008
and the 15th Annual General Meeting of Shareholders held on December 23, 2010 that the amount of stock
option remuneration for directors (excluding external directors) of the Company shall be 40 million yen orless per year, separately from the remuneration amount for directors.
It is proposed that the amount of stock option remuneration for directors and its content be partiallyrevised by taking into account the following two points: 1) the Company size is expanding in line with the
improvement of the business performance; and 2) to link the increase of the Company’s value with theinterests of directors by increasing the weight of stock-related remuneration
1)
2)
3)

The amount of stock option remuneration:
Before revision: 40 million yen or less per year
After revision: 100 million yen or less per year
The number of shares to be issued upon exercise of stock acquisition rights:
Before revision: 400,000 shares
After revision: 600,000 shares
The total number of stock acquisition rights to be issued:
Before revision: 1,000
After revision: 6,000

The amount of remuneration as stock options will be an amount obtained by multiplying the fair value
per stock acquisition right calculated on the allotment date of stock acquisition rights by the total number ofstock acquisition rights to be allotted.
The stock acquisition right in this Proposal will be allotted based on the number of directors of theCompany and their respective positions. Since its fair value is calculated using the Black-Scholes model
which is a general formula for calculating option values, the Company deems the calculated amounts to beappropriate.
If Proposal 5 “Revision in the amount of remuneration for directors” is approved and passed as originallyproposed, the amount of remuneration for directors will be 600 million yen or less per year (of which, 60
million yen or less per year for external directors). The Company seeks approval for this Proposal separatelyfrom the said remuneration. In addition, if Proposal 3 “Election of 8 directors” is approved and passed asoriginally proposed, the number of directors of the Company excluding external directors will be five.
(Note) The Company conducted a 100-for-1 common stock split effective April 1, 2013, and a 2-for-1 common stock split
effective April 1, 2014 and April 1, 2015. As a result of these stock splits, the number of shares to be issued upon exerciseof stock acquisition rights has been adjusted as above.

The detail of the stock acquisition rights is as follows.
(1) Persons to whom stock acquisition rights will be allotted:
Directors of the Company (excluding external directors)(2) The type and number of shares to be issued upon exercise of stock acquisition rights:
Common stock of 600,000 shares shall be the upper limit of the number of shares that can beallotted by exercising the stock acquisition right to be issued within one year after the date of theAnnual General Meeting of Shareholders for each fiscal year.
If the Company conducts a share split or share consolidation, or in any other event where changing
the number of shares is necessary, adjustments deemed necessary by the Company shall be made.
(3) The total number of stock acquisition rights
The upper limit of the number of stock acquisition rights to be issued within one year after the dateof the Annual General Meeting of Shareholders for each fiscal year shall be 6,000. (the number ofshares to be issued upon exercise of one stock acquisition right: 100 shares)
In the event that adjustments are made in the number of shares as stipulated in above (2), the same
adjustments are to be made to the number of shares to be issued upon exercise of one stockacquisition right.
(4) The calculation method of the amount to be paid in for the exercise of stock acquisition rights
The amount to be paid in for the exercise of stock acquisition right shall be the fair value of thestock acquisition right calculated on the allotment date; provided, however, monetary payment for
stock acquisition right shall not be required because such payment shall be offset by the
remuneration right held by the directors of the Company to whom the stock acquisition rights willbe allotted.
The fair value of the stock acquisition right is calculated by using the Black-Scholes model, basedon the stock price of the Company on the allotment date, and the exercise price and otherconditions.

- 13 -

(5) The amount of property to be contributed upon exercise of stock acquisition rights
The amount of property to be contributed upon exercise of one stock acquisition right will be an
amount obtained by multiplying the paid-in amount per share to be allotted upon exercise of stockacquisition rights (hereinafter, “Exercise Price”) by the number of shares to be issued upon exercise
of one stock acquisition right.
The Exercise Price shall be an amount obtained by multiplying the average closing price of theCompany’s common stock on the First Section of the Tokyo Stock Exchange on all trading days
(except days on which no trading is reported) in the month preceding the month that includes theallotment date by 1.05 (any fraction of a yen rounded up to one yen). However, in the case that theamount resulting from the calculation above is lower than the closing price on the day prior to theallotment date (if no transactions are conducted on this date, it shall be the closing price of theimmediately preceding date), such closing price shall be the exercise price.
If the Company conducts a share split or share consolidation, issues new shares below market
values or disposes its treasury shares (excluding the case where a stock acquisition right (including
those attached to bonds with stock acquisition rights) which can claim the issuance of common
stock of the Company is exercised) after the allotment date, or any other event where changing theExercise Price is appropriate, adjustments deemed necessary by the Company shall be made.
(6) Exercise period of the stock acquisition rights
Exercise period of the stock acquisition rights shall be determined by the resolution of the Board of
Directors within a period from the following day of the date on which the Company’s Board of
Directors resolved the terms and conditions of stock acquisition rights until the date six years
subsequent to such resolution.
(7) Conditions for exercise of stock acquisition rights
1) The holders of stock acquisition right are required to hold the positions of director, statutory
auditor or employee of the Company, a subsidiary of the Company or other related companiesof the Company at the time such rights are exercised; provided, however, that this shall not
apply to the cases where a director, statutory auditor or an employee has retired upon
expiration of his/her term of office, retired by reaching the mandatory retirement age, or the
Board of Directors has deemed justifiable to exercise their rights after their resignation orretirement.
2) Other conditions for exercise of stock acquisition rights shall be determined by a resolution of
the Board of Directors.
(8) Restrictions on the acquisition of stock acquisition rights by transfer
The acquisition of stock acquisition rights by transfer shall require approval of the Board of
Directors.
(9) Acquisition terms of the stock acquisition rights
1) When the holders of stock acquisition rights no longer hold any of the positions of director,
statutory auditor or employee of the Company, a subsidiary of the Company or an affiliate of
the Company, the Company may acquire the stock acquisition rights held by such holders ofstock acquisition rights free of charge on a date separately determined by the Board of
Directors.
2) Other acquisition terms of the stock acquisition rights shall be determined by a resolution of
the Board of Directors.
(10) Other terms and conditions of stock acquisition rights
Other terms and conditions of stock acquisition rights shall be determined by a resolution of theBoard of Directors meeting to be held separately.

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