(Note) This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities code: 2685
May 10, 2016

To Our Shareholders
Michio Fukuda
Representative Director,
Chairman & Chief Executive Officer

Adastria Co., Ltd.
3-1-27 Izumi-cho, Mito-shi, Ibaraki

Notice of the 66th Ordinary General Meeting of Shareholders
Firstly, we would like to offer our deepest sympathies to shareholders who have sufferedhardship from the Kumamoto Earthquake.
You are cordially invited to attend the 66th Ordinary General Meeting of Shareholders of
Adastria Co., Ltd. (the “Company”) to be held as stated below.
If you are unable to attend the Meeting, you may exercise your voting rights in writing orelectronically or magnetically (e.g. via the Internet). After reviewing the attached
Reference Documents for the General Meeting of Shareholders, please indicate yourapproval or disapproval of the proposals on the enclosed voting card and return it toreach us no later than 7:00 p.m. on Wednesday, May 25, 2016 (Japan Standard Time), orvote at the website for the exercise of voting rights specified by the Company(http://www.evote.jp/).
Meeting Details
1. Date and Time:Thursday, May 26, 2016 at 3:00 p.m. (doors open at 2:00 p.m.)

2. Venue:“Sea Breeze” at HOTEL TERRACE the GARDEN MITO 3F
1-7 Miya-machi, Mito-shi, Ibaraki

3. Purpose of the Meeting:
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 66th fiscal
year (from March 1, 2015 to February 29, 2016), and the results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit &Supervisory Board
2. The Non-consolidated Financial Statements for the 66th fiscal year (from March 1,
2015 to February 29, 2016)
Matters to be resolved:
Proposal 1:
Proposal 2:
Proposal 3:

Election of Seven (7) Directors
Election of Three (3) Audit & Supervisory Board Members
Determination of Amount and Other Details of Performance-Linked andShare-Based Compensation for Directors

1

4. Matters Relating to This Notice of the Meeting:(1) Of the documents that should be provided with this notice of the Meeting, the following
items are posted on the Company’s website (http://www.adastria.co.jp/) pursuant torelevant laws and regulations and Article 15 of the Company’s Articles of Incorporation.
These documents are thus not included in this notice of the Meeting.
(a) Consolidated Statement of Changes in Equity(b) Notes to the Consolidated Financial Statements(c) Statement of Changes in Equity(d) Notes to the Non-consolidated Financial Statements
Accordingly, the attached documents to this notice are part of the Consolidated
Financial Statements and Non-consolidated Financial Statements that were audited by
the Audit & Supervisory Board Members and the Accounting Auditor in preparing theaudit reports.
(2) If any changes are made to items in the Reference Documents for the General Meetingof Shareholders, the Business Report, the Consolidated Financial Statements or the
Non-consolidated Financial Statements, please note that such changes will be posted on
the Company’s website (http://www.adastria.co.jp/).
(3) When you attend the Meeting, you are kindly requested to present the enclosed voting
card at the reception. You are also requested to bring this notice to the Meeting.
To Institutional Investors: You may use the “Electronic Voting Platform” as a method of
exercising your voting rights.

2

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal 1: Election of Seven (7) Directors
The terms of office of all six Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, the Company proposes the election of seven Directors, increasing
the number of Directors by one to enhance the management system.
The candidates for Director are as follows:
No.

1

2

Name
(Date of Birth)

Michio Fukuda(July 10, 1946)

Masa Matsushita(July 28, 1960)

Career Summary, and Positions and Responsibility in the Company(Significant Concurrent Positions outside the Company)
May 1971

Joined the Company
Director of the Company

Jun. 1982

Senior Managing Director of the Company

Apr. 1991

Representative Director, President of Bears Factory
Limited (currently Adastria Logistics Co., Ltd.)Mar. 1993

Representative Director, President of the Company

Dec. 2002

Representative Director, President of POINT TW INC.

May 2004

Representative Director, Chairman of the Company

May 2010

Representative Director, Chairman & President of theCompany

Sep. 2013

Representative Director, Chairman of the Company

May 2015

Representative Director, Chairman & Chief Executive
Officer of the Company (present)

Apr. 1989

Registered as an attorney at law (Tokyo Bar Association)
Joined Tokyo Aoyama Law Office (currently Baker &McKenzie (Gaikokuho Joint Enterprise))Jan. 1998

Joined GE Yokogawa Medical Systems, Inc. (currently
GE Healthcare Japan Corporation)

Jan. 1999

Director of GE Yokogawa Medical Systems, Inc.

Nov. 2000

Chief Executive Officer of GE Medical Systems Taiwan

Mar. 2003

Director, Vice President of Japan General Electric
Corporation (currently Japan GE Corporation)

Jul. 2005

Joined FAST RETAILING CO., LTD.

Sep. 2005

Director of FAST RETAILING CO., LTD.

Jul. 2006

Chairman and Chief Executive Officer of FR FRANCE
S.A.S.

Aug. 2009

Joined Siemens K.K. (currently Siemens Japan K.K.)

Jul. 2010

Director of Siemens K.K.

Mar. 2011

Director of the Board, Senior Corporate Officer of
KOKUYO Co., Ltd.

Mar. 2015

Adviser of the Company

May 2015

Director, Chief Operating Officer (in charge of
Administration and Overseas) of the Company (present)
Director of POINT (Shanghai) Co., Ltd. (present)
Director of POINT TW INC. (present)
Director of Adastria Korea Co., Ltd. (present)

Jun. 2015

Director of Adastria Asia Co., Ltd. (present)

Sep. 2015

Director of Adastria Logistics Co., Ltd. (present)

3

Number of theCompany’s
Shares Owned

520,670

5,000

No.

3

Name
(Date of Birth)Osamu Kimura(September 2,
1969)

Career Summary, and Positions and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Sep. 2011

Representative Director, President of TRINITY ARTS
INC. (currently the Company)

Apr. 2013

Director of FRIENDS Co., Ltd.

Sep. 2013

Director of the Company
Director of Adastria Asia Co., Ltd.

Feb. 2014

Director of N9&PG Co., Ltd. (currently Adastria
Logistics Co., Ltd.)May 2015

Director, Senior Executive Officer of the Company

Mar. 2016

Director, Managing Executive Officer (in charge of New
Business Development) of the Company (present)

4

Number of theCompany’s
Shares Owned

9,338

No.

Name
(Date of Birth)<Candidate for
Outside Director>
4

Hideki Kurashige(September 11,
1942)

Career Summary, and Positions and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Apr. 1966

Joined IBM Japan, Ltd.

Jan. 1993

Executive Vice President of IBM Japan, Ltd.

Nov. 1993

Chairman of Price Waterhouse Consultants Co., Ltd.

May 2000

Director and Adviser of Jusco Co., Ltd. (currently
AEON Co., Ltd.)

Oct. 2002

Managing Director of IBM Business Consulting Services
Asia Pacific, and Chairman of IBM Business Consulting
Services KK

Feb. 2004

Director, President & CEO, Representative Executive
Officer of JAPAN TELECOM CO., LTD (currently
SoftBank Corp.)

Oct. 2006

President and Senior Managing Director of RHJI
Industrial Partners Asia, Inc.

May 2007

Outside Director of AEON Co., Ltd.

Jun. 2007

Outside Director of ASAHI TEC CORPORATION

Dec. 2007

Representative Director and Chairman of RHJ
International, Japan, Inc.

May 2008

CEO, Representative Director of SIGMAXYZ Inc.

Apr. 2010

Chairman, Representative Director of SIGMAXYZ Inc.

Apr. 2011

Chairman of IT Frontier Corporation (currently Tata
Consultancy Services Japan, Ltd.)

Apr. 2012

Chairman, Representative Director of IT Frontier
Corporation

Apr. 2013

Representative Director, Chairman and President of
SIGMAXYZ Inc. (present)

Sep. 2013

Outside Director of the Company (present)

Number of theCompany’s
Shares Owned–<Reasons for nominating the candidate as outside Director and tenure>
Hideki Kurashige has been nominated as a candidate for outside Director because thecandidate has rich experience and extensive insight accumulated while working at
global companies. The Company proposes the candidate’s election as outside Director
to benefit from the guidance that the candidate would provide in the area of promoting
sound and efficient management.
The candidate’s tenure as Director will be two years and eight months at the conclusionof this General Meeting of Shareholders.
<Independence of the candidate>
The Company has appointed Hideki Kurashige as an independent officer as provided
for by the Tokyo Stock Exchange and notified the exchange to that effect. If thecandidate is reelected, the Company will continue to have the candidate as anindependent officer.
<Agreement limiting liability>
In accordance with provisions of Article 427, paragraph 1 of the Companies Act andArticle 27, paragraph 2 of the Articles of Incorporation, the Company has entered into
an agreement with Hideki Kurashige to limit the liability for damages under Article 423,
paragraph 1 of the Companies Act to the extent of the minimum liability amountprescribed under Article 425, paragraph 1 of the Companies Act. If the candidate isreelected, the Company will continue the agreement with the candidate.

5

No.

Name
(Date of Birth)

Career Summary, and Positions and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Jun. 1973

Joined THE SEIYU Co., Ltd. (currently Seiyu GK)

May 1993

Director, General Manager of General Affairs andPersonnel Division of Ryohin Keikaku Co., Ltd.

May 1999

Representative Director, President of RK TRUCKS CO.,LTD.

May 2000

President and Representative Director of MUJI.net Co.,
Ltd. (currently MUJI House Co., Ltd.)

Jan. 2001

President and Representative Director of Ryohin
Keikaku Co., Ltd.

Apr. 2001

Director of MUJI.net Co., Ltd. (currently MUJI House
Co., Ltd.)

Feb. 2002

President and Representative Director and Executive
Officer of Ryohin Keikaku Co., Ltd.

Feb. 2008

Chairman and Representative Director and Executive
Officer of Ryohin Keikaku Co., Ltd.

May 2009

President and Representative Director of MUJI.net Co.,
Ltd. (currently MUJI House Co., Ltd.)

Jun. 2013

Outside Director of Resona Bank, Limited

Sep. 2013

Outside Director of the Company (present)<Candidate for
Outside Director>

Jun. 2014

Outside Director of Resona Holdings, Inc. (present)
Outside Director of OOTOYA Holdings Co., Ltd.
(present)

Tadamitsu Matsui(May 13, 1949)

May 2015

Outside Director of NEXTAGE Co., Ltd. (present)

5

Number of theCompany’s
Shares Owned

2,000<Reasons for nominating the candidate as outside Director and tenure>
Tadamitsu Matsui has been nominated as a candidate for outside Director as theCompany believes that the candidate is qualified for the position due to the candidate’s
experience and insight gained as a business manager for major corporations (retail) andwith the expectation that this experience and insight can benefit the management of theCompany. Accordingly, the Company proposes the candidate’s election as outside
Director.
The candidate’s tenure as Director will be two years and eight months at the conclusionof this General Meeting of Shareholders.
<Independence of the candidate>
The Company has appointed Tadamitsu Matsui as an independent officer as provided
for by the Tokyo Stock Exchange and notified the exchange to that effect. If thecandidate is reelected, the Company will continue to have the candidate as anindependent officer.
<Agreement limiting liability>
In accordance with provisions of Article 427, paragraph 1 of the Companies Act andArticle 27, paragraph 2 of the Articles of Incorporation, the Company has entered into
an agreement with Tadamitsu Matsui to limit the liability for damages under Article
423, paragraph 1 of the Companies Act to the extent of the minimum liability amountprescribed under Article 425, paragraph 1 of the Companies Act. If the candidate isreelected, the Company will continue the agreement with the candidate.

6

No.

Name
(Date of Birth)<Candidate for
Outside Director>
6
Satoshi Akutsu(July 11, 1966)

Career Summary, and Positions and Responsibility in the Company(Significant Concurrent Positions outside the Company)
May 1998

Ph.D. in Business Administration, University ofCalifornia, Berkeley

Dec. 1998

Assistant Professor, Faculty of Commerce andManagement, Hitotsubashi University

Apr. 1999

Assistant Professor, the Graduate School of International
Corporate Strategy, Hitotsubashi University

Jun. 2002

Associate Professor, the Graduate School ofInternational Corporate Strategy, Hitotsubashi
University(The Japanese title for Associate Professor was changed
from Jokyoju to Junkyoju in 2007)

Jun. 2006

Outside Director, NIFTY Corporation (present)

Oct. 2008

Visiting Associate Professor of Collaborative Research
Sector, National Institute of Informatics, Research
Organization of Information and Systems

Mar. 2010

Outside Board Director, IDC Otsuka Kagu, Ltd.
(present)

Apr. 2010

Visiting Professor, Collaborative Research Sector,
National Institute of Informatics, Research Organizationof Information and Systems
Professor, the Graduate School of International
Corporate Strategy, Hitotsubashi University (present)

Nov. 2012

Director, Japan Marketing Academy (present)

Sep. 2013

Outside Director of the Company (present)

Number of theCompany’s
Shares Owned–<Reasons for nominating the candidate as outside Director and tenure>
Satoshi Akutsu has been nominated as a candidate for outside Director, although thecandidate has never participated in the management of companies other than as an
outside officer, as the Company believes that the candidate is qualified for the position
due to the candidate’s many achievements as a marketing specialist and with the
expectation that the candidate would provide useful advice and more in relation to theCompany’s overall marketing business and the management of the Company can benefit
from this advice, with a focus on business development strategies. Therefore, theCompany proposes the candidate’s election as outside Director.
The candidate’s tenure as Director will be two years and eight months at the conclusionof this General Meeting of Shareholders.
<Independence of the candidate>
The Company has appointed Satoshi Akutsu as an independent officer as provided forby the Tokyo Stock Exchange and notified the exchange to that effect. If the candidate
is reelected, the Company will continue to have the candidate as an independent officer.
<Agreement limiting liability>
In accordance with provisions of Article 427, paragraph 1 of the Companies Act andArticle 27, paragraph 2 of the Articles of Incorporation, the Company has entered into
an agreement with Satoshi Akutsu to limit the liability for damages under Article 423,
paragraph 1 of the Companies Act to the extent of the minimum liability amountprescribed under Article 425, paragraph 1 of the Companies Act. If the candidate isreelected, the Company will continue the agreement with the candidate.

7

No.

7

Name
(Date of Birth)<New candidate><Candidate for
Outside Director>
Hiromi Horie(June 19, 1956)

Career Summary, and Positions and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Apr. 1981

Joined Nara Machinery Co., Ltd.

May 1988

Joined Levi Strauss Japan KK

Dec. 1999

Marketing Senior Manager of Levi Strauss Japan KK

Mar. 2005

Public Affairs Division Manager of Starbucks Coffee
Japan, Ltd.

Dec. 2006

Marketing Division Manager of Starbucks Coffee Japan,
Ltd.

Aug. 2010

Marketing Officer of Starbucks Coffee Japan, Ltd.
(present)

Number of theCompany’s
Shares Owned–<Reasons for nominating the candidate as outside Director>
Hiromi Horie has been nominated as a candidate for outside Director as the Company
believes that the candidate is qualified for the position due to the candidate’s many
achievements as a manager of public affairs and marketing division for major
corporations (retail and restaurant) and with the expectation that these assets can benefit
the management of the Company. Accordingly, the Company proposes the candidate’s
election as outside Director.
<Independence of the candidate>
Hiromi Horie satisfies the requirements for an independent officer as provided for by
the Tokyo Stock Exchange. If the candidate is elected, the Company will appoint thecandidate as an independent officer and notify the exchange to that effect.
<Agreement limiting liability>
If Hiromi Horie is elected, in accordance with provisions of Article 427, paragraph 1 of
the Companies Act and Article 27, paragraph 2 of the Articles of Incorporation, theCompany will enter into an agreement with the candidate to limit the liability fordamages under Article 423, paragraph 1 of the Companies Act to the extent of theminimum liability amount prescribed under Article 425, paragraph 1 of the Companies
Act.

Notes: 1. Each of the candidates has no special interest in the Company.
2. “Number of the Company’s Shares Owned” indicates the number of shares owned as of February 29, 2016.

8

Proposal 2: Election of Three (3) Audit & Supervisory Board Members
The terms of office of Audit & Supervisory Board Members Shigeru Hirota and Tetsuro
Yokoyama will expire and Audit & Supervisory Board Member Naoki Iwasaki will resign atthe conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes
the election of three Audit & Supervisory Board Members.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Audit & Supervisory Board Member are as follows:
No.

Name
(Date of Birth)

Apr. 1976

Joined The Mitsubishi Bank, Limited (currently The
Bank of Tokyo-Mitsubishi UFJ, Ltd.)

Jan. 2006

Joined POINT INC. (currently the Company)
Advisor of the Company

Mar. 2006

Corporate Officer and General Manager of
Administration Division and Accounting Department of
the Company

May 2008

Director, Corporate Officer and General Manager of
Administration Division of the Company

May 2010

Director, Managing Corporate Officer and General
Manager of Administration Division of the Company

Tsuyoshi Matsuda Jun. 2013
(February 5, 1953)

Corporate Auditor of NATURAL NINE HOLDINGS
CO., LTD. (currently Adastria Logistics Co., Ltd.)(present)Mar. 2015

Advisor to the Office of the Chairman of the Company<New candidate>1

Career Summary and Positions in the Company(Significant Concurrent Positions outside the Company)

Number of theCompany’s
Shares Owned

1,030<Agreement limiting liability>
If Tsuyoshi Matsuda is elected, in accordance with provisions of Article 427, paragraph
1 of the Companies Act and Article 34, paragraph 2 of the Articles of Incorporation, theCompany will enter into an agreement with the candidate to limit the liability fordamages under Article 423, paragraph 1 of the Companies Act to the extent of theminimum liability amount prescribed under Article 425, paragraph 1 of the Companies
Act.

9

No.

Name
(Date of Birth)

Career Summary and Positions in the Company(Significant Concurrent Positions outside the Company)
Oct. 1970

Joined Tokyo Branch, Arthur Andersen Accounting
OfficeNov. 1975

Joined Tokuyoshi Tsuboi Certified Public Accountant
OfficeJul. 1976

Joined Asahi Accounting Company (currently KPMG
AZSA LLC)

Nov. 1980

Established and assumed the position of Director of
Tetsuro Yokoyama Certified Public Accountant andCertified Public Tax Accountant Office (present)

May 1992

Outside Audit & Supervisory Board Member of POINT
INC. (currently the Company) (present)

Dec. 2014

Representative Partner of Hibari Audit LLC (present)

Number of theCompany’s
Shares Owned

18,000<Reasons for nominating the candidate as outside Audit & Supervisory Board Member
and tenure>2<Candidate for
Outside Audit & Although Tetsuro Yokoyama has never participated in the management of companies
Supervisory Board other than as an outside officer, the Company proposes the candidate’s election as
Member>outside Audit & Supervisory Board Member. Tetsuro Yokoyama has been nominated asa candidate for outside Audit & Supervisory Board Member to reflect, in the audits of
Tetsuro Yokoyama the Company, the candidate’s professional view as well as rich experience and insight of(August 28, 1946) finance and accounting as a certified public accountant.
The candidate’s tenure as Audit & Supervisory Board Member will be 24 years at theconclusion of this General Meeting of Shareholders.
<Independence of the candidate>
The Company has appointed Tetsuro Yokoyama as an independent officer as provided
for by the Tokyo Stock Exchange and notified the exchange to that effect. If thecandidate is reelected, the Company will continue to have the candidate as anindependent officer.
<Agreement limiting liability>
In accordance with provisions of Article 427, paragraph 1 of the Companies Act andArticle 34, paragraph 2 of the Articles of Incorporation, the Company has entered into
an agreement with Tetsuro Yokoyama to limit the liability for damages under Article
423, paragraph 1 of the Companies Act to the extent of the minimum liability amountprescribed under Article 425, paragraph 1 of the Companies Act. If the candidate isreelected, the Company will continue the agreement with the candidate.

10

No.

3

Name
(Date of Birth)<New candidate><Candidate for
Outside Audit &Supervisory Board
Member>

Career Summary and Positions in the Company(Significant Concurrent Positions outside the Company)
Jul. 1983

Joined The Boston Consulting Group K.K.

Jun. 1986

Joined Goldman, Sachs & Co.

Oct. 1988

Joined Goldman Sachs (Japan) Corp.

Sep. 2002

Joined J.P. Morgan Securities Asia Pte. Ltd.

Dec. 2006

Board Director of Synergy Inc.

Jun. 2007

Lecturer of Graduate School of Finance, Accounting andLaw, Waseda University

Dec. 2013

Instructor of Japan Vietnam EPA Program (Sponsoredby Ministry of Foreign Affairs), ARC Academy

Number of theCompany’s
Shares Owned–<Reasons for nominating the candidate as outside Audit & Supervisory Board Member>

Kazuhiko Ebihara has been nominated as a candidate for outside Audit & Supervisory
Board Member because the candidate has rich experience and specialist knowledge
accumulated while working at companies that conduct investment banking activities.
The Company proposes the candidate’s election as outside Audit & Supervisory Board
Kazuhiko Ebihara Member to reflect these assets in the audits of the Company.
(March 5, 1958) <Independence of the candidate>
Kazuhiko Ebihara satisfies the requirements for an independent officer as provided forby the Tokyo Stock Exchange. If the candidate is elected, the Company will appoint thecandidate as an independent officer and notify the exchange to that effect.
<Agreement limiting liability>
If Kazuhiko Ebihara is elected, in accordance with provisions of Article 427, paragraph
1 of the Companies Act and Article 34, paragraph 2 of the Articles of Incorporation, theCompany will enter into an agreement with the candidate to limit the liability fordamages under Article 423, paragraph 1 of the Companies Act to the extent of theminimum liability amount prescribed under Article 425, paragraph 1 of the Companies
Act.

Notes: 1. Each of the candidates has no special interest in the Company.
2. “Number of the Company’s Shares Owned” indicates the number of shares owned as of February 29, 2016.

11

Proposal 3: Determination of Amount and Other Details of Performance-Linked and ShareBased Compensation for Directors
Compensation for Directors of the Company (excluding outside Directors and Directors that are
non-residents of Japan; the same applies hereinafter in this proposal) consists of a basecompensation and performance-linked compensation. The Company asks for approval tointroduce a performance-linked and share-based compensation plan (hereinafter, the “Plan”) for
Directors.
1. Reasons for the proposal and reasons for justifying such compensation
The introduction of the Plan aims to further heighten the awareness of Directors toward
contributing to improving the Company’s operating performance over the medium and longterm and increasing corporate value, and the Company believes it reasonable to adopt thisPlan.
Specifically, we ask for approval to newly pay share-based compensation to the Directors
according to the degree of achievement of performance targets, separately from the payment
of Directors’ remuneration within the maximum amount (¥400 million per year) that wasapproved at the 57th Ordinary General Meeting of Shareholders held on May 30, 2007.
In connection with the introduction of the Plan, the Company presents this proposal inconsideration of the results of deliberation of the Nomination and Compensation Advisory
Committee, in which outside Directors account for half of its membership.
The number of Directors eligible for the Plan is three provided that Proposal 1: Election of
Seven (7) Directors is approved as proposed.
2. Amount and other details of compensation, etc., of the Plan
(1) Overview of the Plan
The Plan is based on a share-based compensation scheme where the shares of theCompany are acquired through a trust using the amount of remuneration of Directors
contributed by the Company, and the shares of the Company and the amount of money
equivalent to the portion of shares of the Company converted into cash (hereinafter, “theCompany’s Shares, etc.”) are delivered and granted (hereinafter, “Delivery, etc.”) to
Directors through the trust according to the position and the degree of operating
performance achieved in a period of three consecutive fiscal years (initially the three-year
period from the fiscal year ending February 28, 2017 to the fiscal year ending February 28,
2019, and if the applicable period in (2) below is extended, each three-year period
thereafter; hereinafter referred to as the “Applicable Period,” and each fiscal year within
the Applicable Period is referred to as “Fiscal Year Applicable for Assessment”).
(Details are as provided in (2) below and thereafter)12

 Directors of the Company (excluding outside Directors
Persons eligible for theand Directors that are non-residents of Japan)
Delivery, etc., of theCompany’s Shares, etc.,
under this proposal(ii) Impact of the Company’s shares subject to this proposal on the total number of shares
outstanding
Maximum amount of A total of ¥470 million in the applicable period of threemoney contributed by thefiscal years
Company and the method  Shares of the Company are purchased on the stockof acquisition of shares ofmarket or from the Company (disposition of treasury
the Company (as provided
shares).
in (2) below)
Maximum number of the No more than a total of 156,000 shares during a threeCompany’s Shares, etc.,
year period (52,000 shares per year), which accounts foracquired by Directors (asapproximately 0.3% of the total number of issued sharesprovided in (3) below)(after deducting treasury shares as of February 28, 2016)(approximately 0.1% of the total number of shares
outstanding per year)(i)(iii) Contents of the terms ofachieving performancetargets (as provided in (3)below)(iv) Timing of Delivery, etc.,of the Company’s Shares,
etc., to Directors (asprovided in (4) below)

 Terms vary in accordance with the degree ofachievement for the targets in terms of year-on-yearchange in net sales and operating income and operating
margin.
 The number of shares is determined within the range of
0 to 200%.
 After three years have passed from the start of each
Fiscal Year Applicable for Assessment

13(2) Maximum amount of money contributed by the Company
The Company contributes, as compensation of Directors, money up to a total of ¥470
million for every Applicable Period and sets a trust with a trust period of five years and with
Directors that fulfill the requirements for eligible beneficiaries as beneficiaries of the trust(hereinafter, the “Trust”) (the trust period may be extended as follows; the same applies
hereinafter in this proposal). The Trust purchases the shares of the Company on the stock
market or from the Company (disposition of treasury shares) using the trusted money inaccordance with the instructions of the trust administrator.
Specifically, the Applicable Period shall initially be the three-year period from the fiscal
year ending on February 28, 2017 to the fiscal year ending on February 28, 2019, and theCompany will contribute money of up to a total of ¥470 million to the Trust originally set,
grant points (as provided in (3) below) to the Directors during the Applicable Period, andmake Delivery, etc., of the Company’s Shares, etc., during the trust period.
If at the expiry of the Applicable Period an extension of the Applicable Period is decided byresolution of the Board of Directors, the Trust may be continued by changing the trust
contract or placing an additional trust as an alternative to newly setting the Trust. In thiscase, the Applicable Period shall be extended by a period equal to the initial Applicable
Period and the trust period of the Trust shall also be extended by three years. The Company
will provide an additional contribution up to a total of ¥470 million for every Applicable
Period extended, continue to grant points to the Directors during the Applicable Period
extended, and continue the Delivery, etc., of the Company’s Shares, etc., during the trust
period extended; provided, however, that, if, in the case of providing the aforesaid additional
contribution, there are residual shares of the Company (excluding shares of the Company
corresponding to the points granted to Directors for which Delivery, etc., are incomplete)and money (hereinafter, collectively, “Residual Shares, etc.”) in the trust property as of theend of the Applicable Period prior to the extension, the total of the amount of Residual
Shares, etc., and the trust money for additional contribution shall not be more than ¥470
million.
(3) Calculation method and maximum number of the Company’s Shares, etc., acquired by
Directors
The number of the Company’s Shares subject to the Delivery, etc., to Directors isdetermined at a certain time each year based on the points granted according to the position
and the degree of achievement of operating results of the Company (year-on-year change innet sales and operating income and operating margin of each fiscal year assessed) for thetargets for each fiscal year. One share will be delivered for every one point. If the shares of
the Company belonging to the Trust increase or decrease as a result of a share split,
gratuitous allotment of shares, consolidation of shares, etc., the Company will adjust the
number of shares of the Company at which Delivery, etc., is made for every one point inaccordance with the ratio of increase or decrease.
The total number of the Company’s Shares, etc., of which Delivery, etc., are made to the
Directors through the Trust shall be no more than 52,000 shares per year. This maximum
number of shares delivered is set by taking into account the maximum amount of trust
money provided in (2) above and by referencing the latest share price and other factors.

14(4) Method and timing of Delivery, etc., of the Company’s Shares, etc., to Directors
Directors that fulfill the requirements for eligible beneficiaries shall receive Delivery, etc.,of the number of the Company’s Shares, etc., based on the points relating to the Fiscal Year
Applicable for Assessment calculated based on (3) above after three years have passed fromthe start of each Fiscal Year Applicable for Assessment. In this case, the Directors shallreceive delivery of shares of the Company equivalent to 50% of the points (shares less than
one unit are omitted). Residual shares shall be converted into cash within the Trust, and the
Directors shall receive money equivalent to the amount of cash converted.
If a Director is to retire from office during the trust period (excluding voluntary resignationand dismissal), the Director shall, as a general rule, receive the Delivery, etc., of theCompany’s Shares, etc., corresponding to the points accumulated as of that time, at the timeafter a grace period of one year. If a Director passes away during the trust period, as a
general rule, the shares of the Company corresponding to the points accumulated as of thattime shall be converted into cash within the Trust, and the Director’s heir shall receive
money equivalent to the amount of cash converted. If during the trust period a Director
becomes a non-resident of Japan, as a general rule, the shares of the Company
corresponding to the points accumulated at that time shall be converted into cash within the
Trust, and the Director shall receive money equivalent to the amount of cash converted.
(5) Voting rights concerning the shares of the Company in the Trust
In order to ensure neutrality toward management, voting rights of shares of the Company in
the Trust shall not be exercised during the trust period.
(6) Other matters of the Plan
Other matters regarding the Plan shall be defined by the Board of Directors each time theTrust is set, the Applicable Period is extended, a change is made to the trust contract, andadditional contribution is made to the Trust.

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[Reference]
Framework of the Plan(i) Resolution of the General Meeting of Shareholders(iii) Setting trust(iv) Shares of
the Company(iv) Payment ofproceeds(ix) Provision of residual
assets[Trustor]
The Company(v) Dividends(viii) Transfer without
contribution andcancellation, orconversion into cash
and contribution,of residual shares[Trustee (Joint Trust)] (Plan)

Stock Market(iv) Shares of
the Company(iv) Payment ofproceeds(ii)
Establishmentof Share Delivery Rules(vii) Delivery of shares of
the Company andprovision of money

Mitsubishi UFJ Trust and Banking
Corporation
The Master Trust Bank of Japan, Ltd.
The TrustShares of the Company and money(vi) Instruction of non-exercise of voting rights

Trust Administrator(Go to the next page)

16[Beneficiary]
Directors

(i)
(ii)
(iii)
(iv)

(v)
(vi)
(vii)

(viii)(ix)(Note)In regard to the introduction of the Plan, the Company will receive approval oncompensation of corporate officers by resolution of the General Meeting of Shareholders.
The Company’s Board of Directors will establish Share Delivery Rules regarding the Plan.
The Company will contribute money within the range approved by resolution of the General
Meeting of Shareholders as in (i) and set a trust with Directors that satisfy the requirements
for eligible beneficiaries as beneficiaries.
The Trust will purchase shares of the Company from the stock market or the Company(disposition of treasury shares) using the money placed in trust in (iii) in accordance with the
instructions of the trust administrator. The number of shares to be acquired by the Trust shallbe within the range approved by resolution of the General Meeting of Shareholders as in (i).
Distribution of surplus for the shares of the Company in the Trust shall be made in the samemanner as done for other shares.
Voting rights for the shares of the Company in the Trust shall not be exercised throughout
the trust period.
Points will be granted to Directors according to the position and the degree of achievementof operating performance in the Fiscal Year Applicable for Assessment. Shares of theCompany corresponding to a certain ratio of the number of the points will be delivered fromthe Trust to the Directors that satisfy the prescribed requirements for eligible beneficiaries
after three years have passed from the start of each Fiscal Year Applicable for Assessment(provided, however, that, if a Director is to retire from office before the elapse of theaforesaid period, the provision in 2. (4) shall be followed), and in regard to the shares of theCompany corresponding to the residual points, such shares will be converted into cash
within the Trust, and money equivalent to the amount of cash converted will be provided, in
accordance with the provisions of the trust contract.
If there are residual shares at the time of expiry of the Applicable Period due to thenonattainment of performance targets or other reasons during the Fiscal Year Applicable forAssessment, the Trust will continue to be used under the Plan or a share-based
compensation plan of the same type by amending the trust contract or placing additional
trust with the Trust; the residual shares will transferred without contribution from the Trustto the Company so that the Company may cancel the shares by resolution of its Board of
Directors; or the residual shares will be converted into cash within the Trust, and money
equivalent to the amount of cash converted will be contributed to an organization that has noconflicts of interest with the Company and its Directors.
Residual assets after distribution are made to beneficiaries at the time of termination of theTrust shall belong to the Company within the range of the reserve for trust expenses derived
by deducting the funds for purchasing shares from the trust money.
If as a result of the Delivery etc. of the Company’s Shares, etc. to Directors that satisfy the requirements for
eligible beneficiaries, no shares of the Company remain in the trust, the Trust will be terminated prior to the
expiry of the trust period. However, it is possible that the Company may place additional money in the Trust
as funds to purchase shares of the Company within the range approved by resolution of this General Meetingof Shareholders and additionally acquire shares of the Company through the Trust.

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