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 shall prevail.

Securities code: 6941
Date of sending by postal mail: June 13, 2023
Start date of measures for electronic provision: June 7, 2023
To our shareholders:
Junichi Kameya
President
YAMAICHI ELECTRONICS CO., LTD.
2-16-2, Minamikamata, Ota-ku, Tokyo, JAPANNOTICE OF THE 68TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to inform you of the 68th Ordinary General Meeting of Shareholders of YAMAICHIELECTRONICS CO., LTD. (the “Company”), which will be held as described below.
When convening the Meeting, the Company takes measures for providing information that constitutes the content
of reference documents for the general meeting of shareholders, etc. (items for which measures for providing
information in electronic format are to be taken) in electronic format, and posts this information on each of thefollowing websites. Please access either of the websites by using the Internet address shown below to review the
information.
The Company’s website:
https://www.yamaichi.co.jp/ir/meeting/ (in Japanese)(Please visit the website above and select “2023 Ordinary General Meeting of Shareholders” to review the
information.)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (Japanese only)(Access the TSE website by using the internet address shown above, enter “YAMAICHI ELECTRONICS” in“Issue name (company name)” or the Company’s securities code “6941” in “Code,” and click “Search.” Then, click“Basic information” and select “Documents for public inspection/PR information.” Under “Filed information
available for public inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting].”)If you are unable to attend the meeting, you can exercise your voting rights by mail or via the Internet. We requestthat you follow the instructions laid out below and exercise your voting rights on or before 5:15 p.m. on Tuesday,June 27, 2023 (JST) after considering the following Reference Documents for the General Meeting of Shareholders.
1. Date and Time: Wednesday, June 28, 2023 at 10:00 a.m. (JST)
2. Venue:
Fourth floor, Convention Hall, Ota City Industrial Plaza (PiO)
1-20-20, Minamikamata, Ota-ku, Tokyo, JAPAN(Please refer to the venue map attached to this document.)
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 68th Term (from April 1, 2022 to March 31,2023), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor
and the Audit and Supervisory Committee
2. Non-Consolidated Financial Statements for the 68th Term (from April 1, 2022 to March 31, 2023)
Items to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Election of eight (8) Directors (excluding Directors who are Audit and Supervisory
Committee Members)-1-

Proposal 3:

Election of one (1) substitute Director who is an Audit and Supervisory Committee
Member
Proposal 4:
Change of the transfer restriction period for the shares with transfer restrictions granted
to Directors (excluding Directors who are Audit and Supervisory Committee Members
and Outside Directors)
4. Instructions on Exercising Voting Rights
Please refer to “Information on Exercise the Voting Rights” on page 3 (in Japanese only).
5. Matters decided upon convocation(1) If no indication of approval or disapproval is made for each proposal on the returned voting form, it will betreated as an indication of approval.
(2) If you exercise your voting rights both in writing (by mail) and via the Internet, the exercise of voting
rights via the Internet will be treated as a valid exercise of voting rights.
(3) If you exercise your voting rights more than once via the Internet, the last vote will be treated as a valid
exercise of voting rights.

- If attending the meeting in person, please present the voting form at the reception desk.
- If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items
before and after the revisions will be posted on each of the aforementioned websites.
- In accordance with a revision of the Companies Act, in principle you are to check items subject to measures for electronic
provision by accessing either of the websites mentioned above, and we have decided to deliver paper-based documents stating theitems only to shareholders who request the delivery of paper-based documents by the record date. However, for this general
meeting of shareholders, we have delivered paper-based documents stating the items subject to measures for electronic provision to
all shareholders, regardless of whether or not they have requested them.
Among the items subject to measures for electronic provision, in accordance with the provisions of laws and regulations andArticle 15 of the Articles of Incorporation of the Company, the following items are not provided in the paper-based documents
delivered to shareholders.
1. Notes to Consolidated Financial Statements
2. Notes to Non-Consolidated Financial Statements
Therefore, Consolidated Financial Statements and Non-Consolidated Financial Statements are only some of the documents thathave been audited by the Accounting Auditor when papering the accounting audit report and by the Audit and Supervisory
Committee when papering the audit report.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of surplus

The Company’s basic policy for profit distribution is to raise corporate value in the medium to long term and tomaintain stable dividends and return profits appropriately to shareholders while also strengthening our financial
structure and business foundation.
In light of a comprehensive assessment of earnings in this fiscal year, future business trends and the financial
foundation, we propose to pay a year-end dividend for this year of 69 yen per share as follows.
Including the interim dividend of 35 yen per share, the annual dividend per share will be 104 yen per share.
Type of dividend property
Cash
Allocation of dividend property and total amount thereof
69 yen per common share of the Company
Total amount of dividends: 1,430,808,288 yen
Effective date of distribution of dividends of surplus
June 29, 2023

-3-

Proposal 2:

Election of eight (8) Directors (excluding Directors who are Audit and Supervisory
Committee Members)

Since the terms of office of all eight Directors (excluding Directors who are Audit and Supervisory Committee
Members; applicable to the rest of this proposal) expire at the conclusion of this General Meeting of Shareholders,
we propose the election of eight Directors including three Outside Directors.
Regarding this proposal, the Audit and Supervisory Committee did not find any matters requiring special mention.
The candidates for Directors are as follows.
No.
1
2
3
4
5

Name
Yoshitaka Ota
Junichi Kameya
Takeshi Tsuchiya
Kazuhiro Matsuda
Nobuhiro Kishimura

Position in the Company
ChairmanPresident
Director and Managing Executive Officer
Director and Senior Executive Officer
Director and Senior Executive Officer

6

Tomohiro Murata

Director

7

Yoichiro Sakuma

Director

8

Toshihisa Yoda

DirectorReelection
Reelection
Reelection
Reelection
Reelection
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent

Reelection: Candidate for Director to be reelected
Outside: Candidate for Outside Director
Independent: Independent officer as defined by the securities exchange
Notes:

1. There is no special interest between each candidate and the Company.
2. Tomohiro Murata, Yoichiro Sakuma and Toshihisa Yoda are candidates for Outside Directors.
3. The Company has registered Tomohiro Murata, Yoichiro Sakuma and Toshihisa Yoda as Independent Officers as
stipulated in Article 436-2 of the Securities Listing Regulations of the Tokyo Stock Exchange, Inc. If they are elected
and appointed as Directors, the Company will continue to register them as Independent Officers.
4. Based on the provisions in Article 427, Paragraph (1) of the Companies Act, the Company has concluded agreementswith Tomohiro Murata, Yoichiro Sakuma and Toshihisa Yoda that limit the liability for damages specified in Article 423,
Paragraph (1) of the Companies Act to the minimum amount stipulated in Article 425, Paragraph (1) of that Act. If they
are elected and appointed as Directors, the Company plans to continue these agreements.
5. The Company has entered into an officer liability insurance policy with an insurance company in accordance with theprovisions of Article 430-3, Paragraph (1) of the Companies Act. This insurance policy covers legal damages andlitigation costs in the event of claim for damages caused by acts (or omissions) performed by the insured, including
Directors, based on their position in the Company (except where the insured has illegally obtained a benefit oradvantage, or has committed a criminal act, fraudulent act, deceitful act, or has acted knowingly in violation of any laws
or regulations, including laws and regulations specific to Directors). In the event a candidate is elected and assumes
office as a Director, the candidate shall then become an insured person under this insurance policy. The insurance policy
is scheduled to be renewed with the same contents at the next renewal period.

-4-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
May 2002
Apr. 2004

Yoshitaka Ota(October 10, 1948)
Reelection

1

Tenure as Director
10 years
Attendance at Board of
Directors meetings
12/12

Oct. 2005
Apr. 2007
June 2008
June 2009
June 2010
June 2013
June 2021
June 2022

2

Joined the Company
Senior Executive Officer and Senior General
Manager of Manufacturing Div.
Manager of Sakura Factory
General Manager of Corporate Planning Dept.
Director
Executive Vice-president, Pricon
Microelectronics, Inc.
Audit & Supervisory Board Member of theCompany (full-time)
President
Chairman (of the Board of Directors) and
Representative Director
Chairman (present position)
In charge of Optical-related Business (present
position)

Number of theCompany’s sharesowned

135,600

Reasons for nomination as candidate for Director
Yoshitaka Ota possesses wide-ranging knowledge and experience in the Company’s overall operations from his
experience in each division, and given his achievements as Chairman and as President, we have nominated him again asa candidate for Director.
Apr. 1987
Joined the Company
Oct. 2007
President, Yamaichi Electronics Shenzhen Co.,Ltd.
Junichi Kameya
Apr. 2012
Executive Officer and Senior General Manager(June 29, 1964)of Manufacturing Div., General Manager ofReelection
Manufacturing Control Dept. of the Company
Apr. 2013
Senior General Manager of CS Business Div.
65,500Tenure as Director
June 2013
Director and Senior Executive Officer
10 yearsJune 2019
Managing Executive Officer
Attendance at Board of
June
2021
President(present position)
Directors meetings
In charge of CS Business Div. (present
12/12
position), Business Audit Dept. (present
position) and Quality Assurance Dept. (present
position)
Reasons for nomination as candidate for Director
Junichi Kameya possesses wide-ranging knowledge and experience in the Company’s overall operations from his
experience in each division, and given his achievements as President, we have nominated him again as a candidate for
Director.

-5-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Apr. 1984
Feb. 2004
Apr. 2006

Takeshi Tsuchiya(June 1, 1961)
Reelection

Apr. 2008
June 2013

3

Tenure as Director
10 years
Attendance at Board of
Directors meetings
12/12

June 2016
June 2018

June 2019
Apr. 2020

4

Joined the Company
Executive Officer of the Company
President, Yamaichi Electronics Shenzhen Co.,
Ltd.
Executive Officer and Senior General Manager
of TS Business Div. of the Company
Director (present position) and Senior
Executive Officer
In charge of Optical-related Business
Managing Executive Officer (present position)
In charge of Engineering Administration
Department
In charge of Manufacturing Division
Senior General Manager of Manufacturing Div.
(present position)

Number of theCompany’s shares
owned

50,800Reasons for nomination as candidate for Director
Takeshi Tsuchiya possesses extensive knowledge and experience in the Company’s operations, particularly in the sales
division and the manufacturing division, and also has experience in corporate management at subsidiaries. Given hisachievements as Director, we have nominated him again as a candidate for Director.
Dec. 1988
Joined the Company
Apr. 2009
General Manager of Overseas Sales Dept.,
Sales Headquarters, Business Control
Kazuhiro Matsuda
Headquarters(April 11, 1964)
Apr.
2014
President, Yamaichi Electronics USA, Inc.
Reelection
Apr. 2015
Executive Officer of the Company
29,200Tenure as Director
June 2017
Director (present position) and Senior
6 years
Executive Officer (present position) SeniorAttendance at Board ofGeneral Manager of Administration Div.
Directors meetings(present position)
12/12
June 2021
General Manager of Corporate Administration
Dept. (present position)
Jan. 2022
General Manager of Information Systems Dept.
Reasons for nomination as candidate for Director
Kazuhiro Matsuda possesses extensive knowledge and experience in the Company’s operations, particularly in theadministration division and the overseas sales division, and also has experience in corporate management at
subsidiaries. Given his achievements as Director, we have nominated him again as a candidate for Director.

-6-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Nov. 1988
Feb. 2004
Apr. 2008

Nobuhiro Kishimura(September 24, 1964)
Reelection

5

Tenure as Director
5 years
Attendance at Board of
Directors meetings
12/12

Apr. 2011
Apr. 2013
June 2013
Apr. 2014
June 2018

June 20196

Joined the Company
General Manager of Sales Dept. II
General Manager of West Japan Sales Dept.,
General Manager of TS Planning and Special
Items Dept.
General Manager of TS Business Promotion
Dept.
General Manager of TS Business Promotion Gr.
General Manager of TS Sales Dept.
Acting Senior General Manager of TS Business
Div.
Executive Officer of the Company
Director (present position) and Senior
Executive Officer (present position) In chargeof Optical-related Business, Manufacturing
Division
Senior General Manager of TS Business Div.
(present position) In charge of Engineering
Administration Department (present position)
General Manager of TS Overseas Sales Dept.

Number of theCompany’s shares
owned

27,500

Apr. 2022
Reasons for nomination as candidate for Director
Nobuhiro Kishimura possesses extensive knowledge and experience in the Company’s operations, particularly in thesales division and manufacturing division, and also has experience in business operation as an executive officer. Given
his achievements as Director, we have nominated him again as a candidate for Director.
Apr. 1991
Joined Daiwa Securities Co. Ltd.
July 1994
Joined Daiwa Institute of Research Ltd.
Tomohiro Murata
Sept. 1996
Joined Morgan Stanley Japan Limited(June 17, 1968)
Feb. 2009
Joined Frontier Management Inc. Managing
Reelection
Director
OutsideJune 2015
Outside Director of the Company (present
Independent
position)–
June 2018
Managing Director, Frontier Management Inc.
Tenure as Outside Director(present position)
8 years
June 2021
External Director, Hakuto Co., Ltd. (present
Attendance at Board of
position)
Directors meetings(Significant
concurrent
positions outside the Company)
12/12
Managing Director, Frontier Management Inc.
External Director, Hakuto Co., Ltd.
Reasons for nomination as candidate for Outside Director and overview of expected role
Tomohiro Murata has extensive experience as a management consultant and possesses wide-ranging knowledge. We
expect him to provide objective and unbiased advice on management, and we have nominated him again as a candidate
for Outside Director.

-7-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Apr. 1980

7

8

Number of theCompany’s shares
ownedJoined Nitto Electric Industrial Co., Ltd.
(currently Nitto Denko Corporation)
June 2006
Vice President, Nitto Denko Corporation
June 2010
Director, Vice President, Nitto Denko
Corporation
June 2013
Director, Executive Vice President, Nitto Denko
Yoichiro Sakuma
Corporation(September 4, 1955)
Jan. 2018
Advisor, Refine Holdings Co., Ltd. (present
Reelection
position)
OutsideJune 2018
Outside Director of the Company (present
Independent
position)
1,000
Outside Director, Nitta Gelatin Inc. (present
Tenure as Outside Director
position)
5 years
Oct. 2018
Outside Director, Nitta Gelatin India Ltd.
Attendance at Board of(present position)
Directors meetings
Feb. 2019
Director, Refine Americas Inc. (present
11/12
position)(Significant concurrent positions outside the Company)
Outside Director, Nitta Gelatin Inc.
Outside Director, Nitta Gelatin India Ltd.
Advisor, Refine Holdings Co., Ltd.
Director, Refine Americas Inc.
Reasons for nomination as candidate for Outside Director and overview of expected role
Yoichiro Sakuma has extensive experience over many years as a corporate executive and possesses wide-ranging
knowledge. We expect him to provide objective and unbiased advice on management, and we have nominated him
again as a candidate for Outside Director.
Apr. 1982
Joined Shinko Electric Industries Co., Ltd.
Toshihisa Yoda
(January 3, 1958)
Apr. 2007
Corporate Officer, Shinko Electric Industries
Reelection
Co., Ltd.
OutsideJune 2011
Director and Senior Corporate Officer, Shinko
Independent
Electric Industries Co., Ltd.
–
June 2014
Director and Executive Managing Corporate
Tenure as Outside Director
Officer, Shinko Electric Industries Co., Ltd.
3 years
June 2018
Advisor, Shinko Electric Industries Co., Ltd.
Attendance at Board ofJune 2020
Outside Director of the Company (present
Directors meetings
position)
12/12
Reasons for nomination as candidate for Outside Director and overview of expected role
Toshihisa Yoda has extensive experience over many years as a corporate executive and possesses wide-ranging
knowledge of semiconductor-related business, which is a specialty of the Company’s businesses. We expect him toprovide objective and unbiased advice on management, and we have nominated him again as a candidate for Outside
Director.

-8-

[Reference] Structure of the Board of Directors and Skills Matrix after Election
If Proposal 2 is approved and adopted as originally proposed, the composition, expertise and experience of theBoard of Directors will be as follows.

Name

Yoshitaka Ota
Junichi Kameya
Takeshi Tsuchiya
Kazuhiro Matsuda
Nobuhiro Kishimura
Tomohiro Murata
Yoichiro Sakuma
Toshihisa Yoda
Koichiro Yanagisawa
Shinobu Okamoto
Takako Murase

Corporate
management〇

GlobalTechnology

Sales/
marketing〇

Production

Finance/accounting

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

Legal

Sustainability

〇

〇

〇

〇
〇

〇

〇

〇
〇
〇
〇

-9-

Proposal 3:

Election of one (1) substitute Director who is an Audit and Supervisory Committee Member

To prepare for a contingency in which the Company does not have the number of Directors who are Audit andSupervisory Committee Members required by laws and regulations, we propose the election in advance of one
substitute Director who is an Audit and Supervisory Committee Member.
The Audit and Supervisory Committee has already given its consent to this proposal.
The candidate for substitute Director who is an Audit and Supervisory Committee Member is as follows.
Name(Date of birth)

Career summary and position in the Company
Apr. 1974
Apr. 1998

Number of theCompany’s shares
ownedJoined Toshiba Corporation
General Manager, Production Materials Department, Himeji
Plant, Toshiba Corporation
Apr. 2002
General Manager, Procurement Department, Komukai Plant,
Toshiba Corporation
Oct. 2005
General Manager, Procurement Department, Toshiba Carrier
Koryu Mukaigawa–
Air Conditioning System Corporation(November 10, 1951)
June 2009
Director and General Manager, Supplies Sales Division,Toshiba Business & Life Service Corporation
June 2015
Full-time Audit & Supervisory Board Member, Tamagawa
Holdings Co., Ltd.
July 2019
General Manager, Material Department, Tamagawa
Electronics Co., Ltd.
Reasons for nomination as candidate for substitute Outside Director who is an Audit and Supervisory Committee Member andoverview of expected role
Koryu Mukaigawa has extensive professional experience in a listed company and his experience as a full-time Audit & Supervisory
Board Member. The Company has nominated him as a candidate for substitute Outside Director who is an Audit and Supervisory
Committee Member at the Company because it looks forward to taking advantage of his knowledge and experience to further drive
the enhancement of its auditing and supervisory capabilities.
Notes: 1. There is no special interest between Koryu Mukaigawa and the Company.
2. Koryu Mukaigawa is a candidate for substitute Outside Director who is an Audit and Supervisory Committee Member.
3. If Koryu Mukaigawa assumes the office of Outside Director who is an Audit and Supervisory Committee Member, theCompany plans to register him as an Independent Officer as stipulated in Article 436-2 of the Securities Listing
Regulations of the Tokyo Stock Exchange, Inc.
4. If Koryu Mukaigawa assumes the office of Outside Director who is an Audit and Supervisory Committee Member, theCompany plans to conclude an agreement with him that limits the liability for damages specified in Article 423,
Paragraph (1) of the Companies Act to the minimum amount stipulated in Article 425, Paragraph (1) of that Act basedon the provisions in Article 427, Paragraph (1) of that Act.
5. The Company has entered into an officer liability insurance policy with an insurance company in accordance with theprovisions of Article 430-3, Paragraph (1) of the Companies Act. This insurance policy covers legal damages andlitigation costs in the event of claim for damages caused by acts (or omissions) performed by the insured, including
Directors who are Audit and Supervisory Committee Members, based on their position in the Company (except where
the insured has illegally obtained a benefit or advantage, or has committed a criminal act, fraudulent act, deceitful act, or
has acted knowingly in violation of any laws or regulations, including laws and regulations specific to Directors who are
Audit and Supervisory Committee Members). In the event Koryu Mukaigawa assumes office as an Outside Director
who is an Audit and Supervisory Committee Member, the candidate shall be included as an insured person under apolicy equivalent in content to this insurance policy. The insurance policy is scheduled to be renewed with the samecontents at the next renewal period.

- 10 -

Proposal 4:

Change of the transfer restriction period for the shares with transfer restrictions granted to
Directors (excluding Directors who are Audit and Supervisory Committee Members andOutside Directors)

This proposal is intended to request shareholder approval of the change of the transfer restriction period in the
remuneration for the grant of shares with transfer restrictions, which was approved at the 67th Ordinary General
Meeting of Shareholders held on June 28, 2022.
At the 67th Ordinary General Meeting of Shareholders, the Company received approval for the payment of
remuneration for the grant of shares with transfer restrictions to the Company’s Directors (excluding Directors who
are Audit and Supervisory Committee Members and Outside Directors, hereinafter referred to as “Eligible
Directors”) for the purpose of providing an incentive for Directors to continuously increase the Company’s
medium- to long-term results and its corporate value and to enhance a management focus on shareholder interests
through further promoting the sharing of values between Directors and shareholders. At that time, the Restricted
Period was approved as a period of at least three years and no more than five years determined in advance by the
Board of Directors of the Company from the date of allotment pursuant to the agreement on allotment of shareswith transfer restrictions executed between the Company and the Eligible Director (hereinafter referred to as the“Allotment Agreement”).
The Company now proposes to change the Restricted Period from “a period of at least three years and no more than
five years determined in advance by the Board of Directors of the Company from the date of allotment pursuant to
the Allotment Agreement” to “a period from the date of allotment pursuant to the Allotment Agreement until thetime immediately following retirement from the position of officers of the Company or any of its subsidiaries as
determined in advance by the Board of Directors of the Company” for the purpose of further motivating the
Eligible Directors to contribute to the continuous enhancement of the Company’s corporate value and to sharevalues with shareholders for as long as possible by holding the restricted shares until their retirement. In
conjunction with such change in the Restricted Period, necessary modifications will also be made to the Lifting oftransfer restrictions and Treatment on retirement from office. There will be no change in the concept of the amountof remuneration for the grant of shares with transfer restrictions, the total number of common shares of theCompany to be issued or disposed of by the Company, and the amount to be paid in per share upon the grant of
restricted shares.
The above changes are applicable to the shares with transfer restrictions to be granted in the future, and do notchange the Restricted Period for the restricted shares already granted.
The upper limit on the amount of remuneration, the total number of common shares of the Company to be issued or
disposed of in this proposal, and other conditions for granting shares with transfer restrictions to Eligible Directors
based on this proposal have been decided in consideration of the above purposes, our business conditions, thepolicy for determining the content of individual Remuneration, etc. for Directors (Please refer to page 28 of theCompany’s Business Report for the 68th Term for the details of this policy; in Japanese only) and various othercircumstances, and we have considered that they are reasonable.
The current number of Directors (excluding Directors who are Audit and Supervisory Committee Members) iseight (including three Outside Directors), and if Proposal 2 “Election of eight (8) Directors (excluding Directors
who are Audit and Supervisory Committee Members)” is approved and adopted as originally proposed, the number
will remain the same.
Regarding this proposal, the Audit and Supervisory Committee did not find any matters requiring special mention.
1. Summary of the system
The Eligible Directors shall pay all of the Monetary Claims to be provided pursuant to this proposal in theform of property contributed in kind in accordance with the resolution of the Board of Directors of theCompany, and shall receive common shares of the Company that shall be issued or disposed of by theCompany. The total amount of the Monetary Claims to be provided to the Eligible Directors shall be no morethan 90 million yen per year and the total number of common shares of the Company to be issued or disposedof by the Company shall be no more than 70,000 shares annually. However, if a share split (including gratis
allocation of the Company’s common shares) or share consolidation of the Company’s common shares is
executed on or after the day of approval and adoption of this proposal or other grounds occur necessitating
adjustment of the total number of the Company’s common shares issued or disposed of as shares with transfer- 11 -

restrictions, the total number of shares shall be adjusted to a reasonable extent. The above remuneration
amounts do not include employee salaries of Directors who concurrently serve as employees.
The amount to be paid in per share shall be determined by the Board of Directors based on the closing price of
the Company’s common shares on the Tokyo Stock Exchange on the business day immediately before the dateof each resolution of the Board of Directors (if there is no closing price on such date, the closing price of theclosest preceding trading day) to the extent that the amount is not particularly beneficial to the Eligible
Directors who will receive the common shares. When issuing or disposing of the common shares of theCompany and paying the Monetary Claims in the form of property contributed in kind, the Allotment
Agreement that includes the provisions summarized below shall be executed.
2. Summary of the Allotment Agreement(1) Restricted period
The Eligible Directors may not transfer, create security interests in, or otherwise dispose of the commonshares of the Company allotted under the Allotment Agreement (the “Allotted Shares”) for a period fromthe date of allotment pursuant to the Allotment Agreement until the time immediately following
retirement from the position of officers of the Company or any of its subsidiaries as determined inadvance by the Board of Directors of the Company (the “Restricted Period”). The restrictions describedin the preceding sentence will hereinafter be collectively referred to as the “transfer restrictions.”(2) Treatment on retirement from office
If Eligible Directors retire from the position of officers of the Company or any of its subsidiaries as
determined in advance by the Board of Directors of the Company before expiration of a period
determined in advance by the Board of Directors of the Company (the “Service Period”), the Company
shall automatically acquire such Allotted Shares without contribution, except in the case of expiration ofterm of office, death, or other justifiable grounds.
(3) Lifting of transfer restrictions
The Company shall lift the transfer restrictions on all of the Allotted Shares upon expiration of the
Restricted Period, on the condition that the Eligible Director has remained in the position of officers of
the Company or any of its subsidiaries as determined in advance by the Board of Directors of theCompany during the Service Period. However, if (1) an Eligible Director leaves the position of officers of
the Company or any of its subsidiaries as determined in advance by the Board of Directors of theCompany before the expiration of the Service Period due to justifiable grounds, or (2) an Eligible
Director leaves the position of officers of the Company or any of its subsidiaries as determined inadvance by the Board of Directors of the Company for reasons other than justifiable grounds after the
expiration of the Service Period but before the expiration of the Restricted Period, the timing of lifting oftransfer restrictions shall be reasonably adjusted as necessary. In accordance with the above provisions,the Company shall automatically acquire without contribution the Allotted Shares on which the transfer
restrictions have not been lifted as of the time immediately after the transfer restrictions were lifted.
(4) Treatment during reorganization, etc.
Notwithstanding the provisions in (1) above, if, during the Restriction Period, matters relating to amerger agreement in which the Company is the disappearing company, a share exchange agreement orshare transfer plan in which the Company becomes a wholly owned subsidiary, or other reorganization,etc. are approved at the Company’s General Meeting of Shareholders (or a meeting of its Board of
Directors in cases where approval at the Company’s General Meeting of Shareholders is not required inrelation to the reorganization, etc.), the Company shall lift the transfer restrictions on the Allotted Shareswith the number of shares that is reasonably determined considering the period from the beginning of the
Restriction Period to the date of approval of the reorganization, etc., prior to the date on which thereorganization, etc. becomes effective, by resolution of the Board of Directors of the Company. In cases
provided above, the Company shall automatically acquire without contribution the Allotted Shares on
which the transfer restrictions have not been lifted as of the time immediately after the transfer
restrictions were lifted.
(5) Other matters
Other matters concerning the Allotment Agreement shall be determined by the Board of Directors of theCompany.

- 12 -