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: 6517
June 7, 2021
To our shareholders:
Shoichi Shiratori
President
Denyo Co., Ltd.
2-8-5, Nihonbashi-horidomecho, Chuo-ku, Tokyo
103-8566, JapanNOTICE OF THE 73RD ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially notified of the 73rd Ordinary General Meeting of Shareholders of Denyo Co., Ltd. (the“Company”), which will be held as described below.
Recently, the national government and prefectural governors have strongly urged the public to stay at home inorder to prevent the spread of the novel coronavirus (COVID-19). As a result of careful consideration in responseto this situation, we have decided to hold the General Meeting of Shareholders upon implementing appropriate
measures to prevent infections.
In view of the current situation in which the public is strongly urged to stay at home, and in order to prevent the
spread of infection, you are strongly encouraged to exercise your voting rights prior to the meeting in writing or byelectromagnetic means (the Internet, etc.), if at all possible. Regardless of your own state of health, you arestrongly urged to refrain from traveling to the venue on the date of the meeting.
Please exercise your voting rights after reviewing the attached Reference Documents for the General Meeting of
Shareholders no later than 5:00 p.m., Monday, June 28, 2021 (Japan Standard Time).
1. Date and Time: Tuesday, June 29, 2021 at 10:00 a.m. (Japan Standard Time)
2. Venue:
Nakano Sunplaza 11F Banquet Room
4-1-1, Nakano, Nakano-ku, Tokyo
This year, we will reduce the number of seats at the venue to keep greater distance between
individuals in order to prevent the spread of the virus.
Additionally, regardless of state of health on the day of the meeting, it may be that only someof our officers will attend from the standpoint of reducing the risk of spread and ensuringbusiness continuity. Thank you in advance for your understanding.
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 73rd Term (from April 1, 2020 to March 31,2021), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor
and the Audit & Supervisory Board
2. Non-Consolidated Financial Statements for the 73rd Term (from April 1, 2020 to March 31, 2021)
Items to be resolved:
Proposal 1:
Amendment to the Articles of Incorporation
Proposal 2:
Election of Seven (7) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal 3:
Election of Five (5) Directors Who Are Audit and Supervisory Committee Members
Proposal 4:
Election of One (1) Director Who Is a Substitute Audit and Supervisory Committee
Member
Proposal 5:
Determination of the Amount of Remuneration, Etc. for Directors (Excluding Directors
Who Are Audit and Supervisory Committee Members)
Proposal 6:
Determination of the Amount of Remuneration, Etc. for Directors Who Are Audit andSupervisory Committee Members-1-

Proposal 7:

Determination of the Amount and Details of Performance-Linked Share-BasedRemuneration, Etc. for Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal 8:
Renewal of Countermeasures to Large-Scale Acquisitions of the Company Shares(Takeover Defense Measures)
4. Regarding Exercising Your Voting Rights in Advance
A simple explanation is provided here in English but the paper ballot, website, and the “Guide to Exercising
Voting Rights by Electromagnetic Means” are available only in Japanese. We apologize for any inconvenience
this may cause.
(1) Exercising your voting rights by paper ballot
After marking your agreement/disagreement to the proposals on the enclosed proxy form, please return it
so it arrives no later than the voting deadline printed on the above.
(2) Exercising your voting rights by electromagnetic means
If you exercise your voting rights by electromagnetic means, please refer to the “Guide to Exercising
Voting Rights by Electromagnetic Means” on page 4 of the Japanese version, and then indicate youragreement/disagreement no later than the voting deadline printed on the above.
5. Matters Decided for Convocation:(1) If you exercise your voting rights several times by electromagnetic means, the last vote will be upheld asvalid. If your voting rights are duplicated on paper due to the re-issue of the proxy form, the same will
apply.
However, if you exercise multiple voting rights both by paper and by electromagnetic means, theelectromagnetic exercise will be upheld as valid.
(2) If you exercise voting rights diversely on the same proposal, please notify us in writing of your intention to
do so and the reason for this, by three days prior to the General Meeting of Shareholders.

-2-Reference Documents for the General Meeting of Shareholders
Proposal 1:

Amendment to the Articles of Incorporation

1. Reasons for the Proposal(1) The Company will transition from a company with an audit & supervisory board to a company with anaudit and supervisory committee for the purpose of further enhancing corporate governance by including
audit and supervisory committee members who audit the execution of duties by the directors into theBoard of Directors to reinforce the supervision function of the Board of Directors and strengthen its
monitoring system. Therefore, the Company proposes the amendments required to transition to acompany with an audit and supervisory committee, such as the establishment of provisions relating to
Directors who are Audit and Supervisory Committee Members and the Audit and Supervisory Committee
as well as the deletion of provisions relating to the Audit & Supervisory Board Members and Audit &Supervisory Board.
(2) The Company will change its method of public notices to electronic public notices in order to improve
publicity and streamline the publication process, and will prescribe a method of public notices when an
electronic public notice cannot be used due to an unavoidable reason.
(3) The Company will change those eligible for a liability limit agreement to enter into the agreement withdirectors who are not executive directors, etc. with the aim of allowing them to fully demonstrate their
expected roles as well as securing competent people. Also, this amendment already has the agreement ofeach Audit & Supervisory Board Member.
(4) As stipulated in Article 32, paragraph 2 of the current Articles of Incorporation, the Company may
exempt audit & supervisory board members from their liability. The Company will establish
supplementary provisions as transitional measures concerning exemption from liability of audit &supervisory board members for the acts conducted before the deletion of the provision to clarify that they
may still be exempted from their liability after the deletion.
(5) The Company will also make necessary amendments such as changes of words and phrases in line withthe above amendments.
2. Details of the Proposed Amendments
The details of the proposed amendments are as follows.
The amendments to the Articles of Incorporation proposed in this Proposal shall be effective at the conclusionof this Ordinary General Meeting of Shareholders.
(Amendments are underlined.)
Proposed amendments
Chapter I.
General Provisions

Current Articles of Incorporation
Chapter I.
General Provisions(Trade Name)
Article 1. (Provisions omitted)(Objectives)
Article 2.
The objectives of the Company shall be to engage in thefollowing businesses:
1. Manufacture and sale of various welders and materials;
1. Repair and lease of various welders, and welding contractwork;
1. Manufacture, repair, sale and lease of engine generatorsand electric motors;
1. Manufacture, repair, sale and lease of electric brazing
equipment;
1. Manufacture, repair, sale and lease of construction
machinery;
1. Manufacture, repair, sale and lease of screw aircompressors, mobile elevating work platforms, waterpressure washers, crushers, and chippers;
1. Manufacture, installation, repair, sale and lease ofindustrial machinery and equipment;(Trade Name)
Article 1. (Unchanged)(Objectives)
Article 2.
The objectives of the Company shall be to engage in thefollowing businesses:(1) Manufacture and sale of various welders and materials;(2) Repair and lease of various welders, and welding contractwork;(3) Manufacture, repair, sale and lease of engine generatorsand electric motors;(4) Manufacture, repair, sale and lease of electric brazing
equipment;(5) Manufacture, repair, sale and lease of construction
machinery;(6) Manufacture, repair, sale and lease of screw aircompressors, mobile elevating work platforms, waterpressure washers, crushers, and chippers;(7) Manufacture, installation, repair, sale and lease ofindustrial machinery and equipment;-3-

Current Articles of Incorporation
1. Worker dispatch business;
1. Securities investment business;
1. Real estate lease and management business; and1. Any other business incidental to the above items.
(Location of Head Office)
Article 3. (Provisions omitted)(Organizations)
Article 4.
The Company shall establish the following organizations, inaddition to the general meeting of shareholders and directors:(1) Board of Directors;(2) Audit & supervisory board members;(3) Audit & Supervisory Board; and(4) Accounting auditor.
(Method of Public Notice)
Article 5.
The method of public notices of the Company shall be given in
the manner of the publication in the Nikkei (Nihon Keizai
Shimbun) newspaper.

Chapter II.
Shares
Article 6 to Article 8 (Provisions omitted)(Shareholder Registry Administrator)
Article 9.
1. The Company shall appoint a shareholder registryadministrator.
2. The shareholder registry administrator and its businesshandling office shall be decided by resolution of the Boardof Directors and public notice thereof shall be given.

Proposed amendments(8) Worker dispatch business;(9) Securities investment business;(10) Real estate lease and management business; and(11) Any other business incidental to the above items.
(Location of Head Office)
Article 3. (Unchanged)(Organizations)
Article 4.
The Company shall establish the following organizations, inaddition to the general meeting of shareholders and directors:(1) Board of Directors;(2) Audit and Supervisory Committee(Deleted)(3) Accounting auditor.
(Method of Public Notice)
Article 5.
The method of public notices of the Company shall beelectronic public notices; provided, however, that an electronic
public notice cannot be used due to an accident or any otherunavoidable reason, public notices of the Company shall begiven in the manner of the publication in the Nikkei (Nihon
Keizai Shimbun) newspaper.
Chapter II.
Shares
Article 6 to Article 8 (Unchanged)(Shareholder Registry Administrator)
Article 9.
1. (Unchanged)
2. The shareholder registry administrator and its businesshandling office shall be decided by resolution of the Boardof Directors or Directors delegated by resolution of theBoard of Directors and public notice thereof shall be given.
3. (Unchanged)

3. Preparation, keeping and other administrative works of, or
relating to, the shareholder registry and the stockacquisition right registry of the Company shall be entrusted
to the shareholder registry administrator and shall not be
handled by the Company.
(Share Handling Regulations)(Share Handling Regulations)
Article 10.
Article 10.
The procedures relating to the exercise of rights of shareholders The procedures relating to the exercise of rights of shareholders
and other handling procedures relating to shares followed byand other handling procedures relating to shares followed by
the Company shall be governed by applicable laws andthe Company shall be governed by applicable laws andregulations and these Articles of Incorporation as well as theregulations and these Articles of Incorporation as well as the
Share Handling Regulations established by the Board of
Share Handling Regulations established by the Board of
Directors or Directors delegated by resolution of the Board of
Directors.
Directors.
Chapter III.
Chapter III.
General Meeting of Shareholders
General Meeting of Shareholders
Article 11 to Article 16 (Provisions omitted)
Article 11 to Article 16 (Unchanged)
Chapter IV.
Chapter IV.
Directors and Board of Directors
Directors and Board of Directors(Number of Directors)(Number of Directors)
Article 17.
Article 17.
The Company shall have not more than ten (10) Directors.
1. The Company shall have not more than ten (10) Directors(excluding Directors who are Audit and Supervisory
Committee Members).
(Newly established)
2. The Company shall have not more than five (5) Directors
who are Audit and Supervisory Committee Members.

-4-Current Articles of Incorporation(Method of Election)
Article 18.
1. Directors shall be elected at a general meeting ofshareholders.

Proposed amendments(Method of Election)
Article 18.
1. Directors who are Audit and Supervisory Committee
Members and other Directors shall be separately elected ata general meeting of shareholders.
2. (Unchanged)

2. A resolution for the election of directors shall be adopted
by a majority of the votes of the shareholders present at thegeneral meeting of shareholders where the shareholders
holding in aggregate one third (1/3) or more of the voting
rights of all the shareholders entitled to exercise theirvoting rights are present.
3. Cumulative voting shall not be used for a resolution for the
3. (Unchanged)
election of Directors.
(Term of Office)(Term of Office)
Article 19.
Article 19.
1. The term of office of a director (excluding a director who is
The term of office of a director shall expire at the conclusion of
the ordinary general meeting of shareholders for the lastan audit and supervisory committee member) shall expire
business year ending within one (1) year from the director’s
at the conclusion of the ordinary general meeting ofelection.
shareholders for the last business year ending within one(1) year from the director’s election.
(Newly established)
2. The term of office of a director who is an audit andsupervisory committee member shall expire at theconclusion of the ordinary general meeting of shareholders
for the last business year ending within two (2) years fromthe election of the director who is an audit and supervisorycommittee member.
(Newly established)
3. The term of office of a director who is an audit andsupervisory committee member who is elected to fill avacancy of a director who is an audit and supervisorycommittee member who retired from office before theexpiration of the term of office, shall continue until thetime at which the term of office of the retired director who
is an audit and supervisory committee member would have
expired.
(Newly established)
4. Validation of pre-election of directors who are substituteaudit and supervisory committee members shall remain in
effect until the start of the ordinary general meeting ofshareholders for the last business year ending within two(2) years from the resolution on this pre-election.
(Representative Directors and Directors with Titles)(Representative Directors and Directors with Titles)
Article 20.
Article 20.
1. The Board of Directors may by its resolution appoint
1. The Board of Directors may by its resolution appoint
Representative Directors from among Directors (excluding
Representative Directors.
Directors who are Audit and Supervisory Committee
Members).
2. The Board of Directors may by its resolution appoint one
2. The Board of Directors may by its resolution appoint one(1) chairman, and one (1) president, and one or more of(1) chairman, and one (1) president, and one or more ofeach of the following: director and executive viceeach of the following: director and executive vicepresidents, senior managing directors, managing directors
presidents, senior managing directors, managing directors
and director and executive advisors from among Directors
and director and executive advisors; provided, however,that the president must be a representative director.
(excluding Directors who are Audit and Supervisory
Committee Members); provided, however, that thepresident must be a representative director.
(Person Authorized to Convene Meetings of the Board of(Person Authorized to Convene Meetings of the Board of
Directors and Chair Thereof)
Directors and Chair Thereof)
Article 21. (Provisions omitted)
Article 21. (Unchanged)(Notice of Convocation of Meetings of the Board of Directors)(Notice of Convocation of Meetings of the Board of Directors)-5-Current Articles of Incorporation
Article 22.
1. Notice of convocation of a meeting of the Board of
Directors shall be dispatched to each director and each
audit & supervisory board member at least four (4) days
prior to the day of the meeting; provided, however, that thisperiod of notice may be shortened in case of urgency.
2. A meeting of the Board of Directors may be held without
the formal convocation procedures if so agreed by all the
directors and audit & supervisory board members.
(Method of Adopting and Omitting Resolutions by the Board of
Directors)
Article 23. (Provisions omitted)(Newly established)(Exemption from Liability of Directors)
Article 24.
1. Pursuant to the provisions of Article 426, paragraph 1 of
the Companies Act, the Company may, by resolution of theBoard of Directors, exempt directors (including former
directors) from their liability for damages arising from theirfailure to perform their duties to the extent prescribed bylaws and regulations.
2. Pursuant to the provisions of Article 427, paragraph 1 of
the Companies Act, the Company may enter into
agreements with external directors to the effect that their
liability for damages arising from their failure to performtheir duties shall be limited; provided, however, that the
maximum amount of the liability under such agreements
shall be the amount prescribed by laws and regulations.
Chapter V.
Audit & Supervisory Board Members and Audit & Supervisory
Board(Number of Audit & Supervisory Board Members)
Article 25.
The Company shall have not more than four (4) audit &supervisory board members.
(Method of Election)
Article 26.
1. Audit & supervisory board members shall be elected at a
general meeting of shareholders.
2. A resolution for the election of audit & supervisory board
members shall be adopted by a majority of the votes of theshareholders present at the general meeting of shareholders
where the shareholders holding in aggregate one third (1/3)
or more of the voting rights of all the shareholders entitled
to exercise their voting rights are present.

Proposed amendments
Article 22.
1. Notice of convocation of a meeting of the Board of
Directors shall be dispatched to each director at least four(4) days prior to the day of the meeting; provided, however,that this period of notice may be shortened in case ofurgency.
2. A meeting of the Board of Directors may be held without
the formal convocation procedures if so agreed by all the
directors.
(Method of Adopting and Omitting Resolutions by the Board of
Directors)
Article 23. (Unchanged)(Delegation of Determination on Execution of Important
Operations)
Article 24.
Pursuant to the provisions of Article 399-13, paragraph 6 of theCompanies Act, the Company may, by resolution of the Boardof Directors, delegate the determination on execution ofimportant operations (excluding the matters stipulated in theitems in paragraph 5 of the same Article) to directors in whole
or in part.
(Exemption from Liability of Directors)
Article 25.
1. (Unchanged)

2. Pursuant to the provisions of Article 427, paragraph 1 of
the Companies Act, the Company may enter into
agreements with directors (excluding executive directors,etc.) to the effect that their liability for damages arisingfrom their failure to perform their duties shall be limited;
provided, however, that the maximum amount of theliability under such agreements shall be the amountprescribed by laws and regulations.
Chapter V.
Audit and Supervisory Committee-6-(Deleted)(Deleted)(Deleted)

Current Articles of Incorporation(Term of Office)
Article 27.
1. The term of office of an audit & supervisory board member
shall expire at the conclusion of the ordinary general
meeting of shareholders for the last business year ending
within four (4) years from the time of the audit &supervisory board member’s election.
2. The term of office of an audit & supervisory board member
who is elected to fill a vacancy of an audit & supervisoryboard member who retired from office before theexpiration of the term of office, shall continue until thetime at which the term of office of the retired audit &supervisory board member would have expired.
(Full-time Audit & Supervisory Board Members)
Article 28.
The Audit & Supervisory Board shall by its resolution appointfull-time audit & supervisory board members from among theaudit & supervisory board members.
(Validity of Pre-election of Substitute Audit & Supervisory
Board Members)
Article 29.
Validity of pre-election of substitute audit & supervisory board
members shall remain in effect until the start of the ordinary
general meeting of shareholders to be held four (4) years after
the general meeting of shareholders at which they were elected.
(Notice of Convocation of Meetings of the Audit & Supervisory
Board)
Article 30.
1. Notice of convocation of a meeting of the Audit &Supervisory Board shall be dispatched to each audit &supervisory board member at least four (4) days prior to the
day of the meeting; provided, however, that this period ofnotice may be shortened in case of urgency.
2. A meeting of the Audit & Supervisory Board may be held
without the formal convocation procedures if so agreed by
all the audit & supervisory board members.
(Method of Adopting Resolutions by the Audit & Supervisory
Board)
Article 31.
Resolutions of the Audit & Supervisory Board shall be adopted
by a majority of all the audit & supervisory board members.
(Exemption from Liability of Audit & Supervisory Board
Members)
Article 32.
1. Pursuant to the provisions of Article 426, paragraph 1 of
the Companies Act, the Company may, by resolution of theBoard of Directors, exempt audit & supervisory board
members (including former audit & supervisory board
members) from their liability for damages arising fromtheir failure to perform their duties to the extent prescribedby laws and regulations.
2. Pursuant to the provisions of Article 427, paragraph 1 of
the Companies Act, the Company may enter into
agreements with external audit & supervisory board
members to the effect that their liability for damages
arising from their failure to perform their duties shall belimited; provided, however, that the maximum amount of
the liability under such agreements shall be the amountprescribed by laws and regulations.

-7-

Proposed amendments(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)

Current Articles of Incorporation(Newly established)(Newly established)(Newly established)

Chapter VI.
Accounts
Article 33 to Article 36 (Provisions omitted)(Newly established)(Newly established)(Newly established)

Proposed amendments(Notice of Convocation of Meetings of the Audit andSupervisory Committee)
Article 26.
1. Notice of convocation of a meeting of the Audit andSupervisory Committee shall be dispatched to each audit
and supervisory committee member at least four (4) days
prior to the day of the meeting; provided, however, that thisperiod of notice may be shortened in case of urgency.
2. A meeting of the Audit and Supervisory Committee may beheld without the formal convocation procedures if soagreed by all the audit and supervisory committee
members.
(Method of Adopting Resolutions by the Audit and Supervisory
Committee)
Article 27.
Resolutions of the Audit and Supervisory Committee shall be
adopted by a majority of the audit and supervisory committee
members present at a meeting of the Audit and Supervisory
Committee where a majority of all the members entitled toparticipate in the vote are present.
Chapter VI.
Accounts
Article 28 to Article 31 (Unchanged)
Supplementary Provisions(Transitional Measures Concerning Exemption from Liability of
Audit & Supervisory Board Members)
1. Pursuant to the provisions of Article 426, paragraph 1 of
the Companies Act, the Company may, by resolution of theBoard of Directors, exempt audit & supervisory board
members (including former audit & supervisory board
members) from their liability for damages arising fromtheir failure to perform their duties before the effectuationof the partial amendments to the Articles of Incorporation
resolved at the 73rd Ordinary General Meeting of
Shareholders, to the extent prescribed by laws andregulations.
2. Regarding the agreements that limit liability for damages
arising from failure to perform duties pursuant to theprovisions of Article 427, paragraph 1 of the Companies
Act, for the acts of external audit & supervisory board
members (including former external audit & supervisoryboard members) conducted before the effectuation of thepartial amendments to the Articles of Incorporation
resolved at the 73rd Ordinary General Meeting of
Shareholders, the provisions then in force shall remain
applicable.

-8-

Proposal 2:

Election of Seven (7) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

If Proposal 1 “Amendment to the Articles of Incorporation” is approved as proposed, the Company will transition
to a company with an audit and supervisory committee. The terms of office for all nine (9) members of the Boardof Directors will expire upon the effectuation of the amendment to the Articles of Incorporation. Therefore, theCompany proposes the election of seven (7) Directors (excluding Directors who are Audit and Supervisory
Committee Members; the same shall apply hereinafter in this Proposal) after the transition to a company with anaudit and supervisory committee.
This Proposal will take effect on the condition that the amendments to the Articles of Incorporation proposed in
Proposal 1 “Amendment to the Articles of Incorporation” will come into effect.
The candidates for Directors are as follows.
No.

Name
(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1977
Apr. 2008
July 2009

Apr. 2011

Apr. 2012
June 20121

Yoji Eto(October 31, 1954)

Apr. 2014

Reelection
Internal

Apr. 2016

Attendance at meetings of theBoard of Directors during the
year:
14/14
Attendance: 100%

Apr. 2018

Apr. 2019

June 2019

Apr. 2021

Joined the Company
Executive Officer, General Manager, Sales
Department I of the Company
Executive Officer, General Manager, Sales
Department I, Domestic Sales Division of theCompany
Executive Officer, Chief Executive, Domestic
Sales Division, General Manager, East Japan
Sales Department of the Company
Executive Officer, Chief Executive, Domestic
Sales Division of the Company
Director, Executive Officer, Chief Executive,
Domestic Sales Division of the Company
Director, Managing Executive Officer,
Chief Executive, Domestic Sales Division of
the Company
Representative Director, Executive Vice
President, Executive Officer in charge of Sales,
Administration, and Quality Management
Divisions of the Company
Representative Director, Executive Vice
President, General Manager, Global Marketing
Office, Executive Officer in charge of Sales,
and Quality Management Divisions of theCompany
Representative Director, Executive Vice
President, Executive Officer in charge of
Global Marketing Office and Quality
Management Division of the Company
Representative Director, Executive Vice
President, Executive Officer in charge of
Global Marketing Office, Production Division,and Overseas Manufacturing Subsidiaries of theCompany
Representative Director, Chairman of theCompany(to the present)

Number of theCompany’s sharesowned

31,813 shares[Reasons for nomination as candidate for Director]
Mr. Yoji Eto has been engaged in sales operations for many years and is well-trusted by customers. We expect thedecision making ability of the Board of Directors to be strengthened by using his experience and the Company has
nominated him to continue serving as a director.
[Special interests with the Company]
None

-9-

No.

Name
(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1980
Apr. 2008
July 2009

Shoichi Shiratori(May 26, 1956)
Reelection
Internal

2

Attendance at meetings of theBoard of Directors during the
year:
14/14
Attendance: 100%

Apr. 2011
June 2011
Apr. 2012

Apr. 2013

Apr. 2015

Apr. 2016

3

Joined the Company
Executive Officer, General Manager, Planning& Coordination Department of the Company
Executive Officer, Deputy Chief Executive,
Administration Division, General Manager,
Planning & Coordination Department of theCompany
Executive Officer, Chief Executive,
Administration Division of the Company
Director, Executive Officer, Chief Executive,
Administration Division of the Company
Director, Executive Officer,
Chief Executive, Administration Division,
General Manager, Information System
Department of the Company
Director, Managing Executive Officer,
Chief Executive, Administration Division,
General Manager, Information System
Department of the Company
Director, Managing Executive Officer,
Chief Executive, Administration Division of theCompany
President of the Company(to the present)

Number of theCompany’s shares
owned

42,569 shares[Reasons for nomination as candidate for Director]
Mr. Shoichi Shiratori has been engaged in management planning and in coordination and administration fields for many
years and has thorough knowledge of the Company’s business overall. Because of his broad knowledge of corporate
management, we expect the decision making ability of the Board of Directors to be strengthened and the Company has
nominated him to continue serving as a director.
[Special interests with the Company]
None
Apr. 1979
Joined the Company
Apr. 2012
General Manager, East Japan Sales Department,
Sales Division of the Company
Apr. 2013
Executive Officer, General Manager, East Japan
Sales Department, Sales Division of theCompany
Apr. 2016
Executive Officer, Head of Domestic Sales
Unit, General Manager, East Japan Sales
Kensaku Moriyama
Department, Sales Division of the Company(May 7, 1958)
10,024 shares
Apr. 2019
Senior Executive Officer, Deputy Chief
New election
Executive, Sales Division, Head of Domestic
Internal
Sales Unit of the Company
Apr. 2020
Managing Executive Officer, Deputy Chief
Executive, Sales Division, Head of Domestic
Sales Unit of the Company
Apr. 2021
Managing Executive Officer, Chief Executive,
Sales Division, Head of Domestic Sales Unit of
the Company(to the present)[Reasons for nomination as candidate for Director]
Mr. Kensaku Moriyama has been engaged in sales operations for many years and is well-trusted by customers. We
expect the decision making ability of the Board of Directors to be strengthened by using his experience and theCompany has newly nominated him to serve as a director.
[Special interests with the Company]
None- 10 -

No.

Name(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1986
Apr. 2013

4

5

Takanori Yoshinaga(April 12, 1963)

Apr. 2017

Reelection
Internal

Apr. 2019

Attendance at meetings of theBoard of Directors during the
year:
13/14
Attendance: 92%

June 2019
Apr. 2021

Joined the Company
General Manager, Engineering Department,
Development Division of the Company
Executive Officer, General Manager,
Engineering Department, Development
Division of the Company
Executive Officer, Chief Executive,
Development Division of the Company
Director, Executive Officer, Chief Executive,
Development Division of the Company
Director, Senior Executive Officer, Chief
Executive, Development Division, Responsible
for Production Division, Overseas
Manufacturing Subsidiary of the Company(to the present)

Number of theCompany’s shares
owned

5,941 shares[Reasons for nomination as candidate for Director]
Mr. Takanori Yoshinaga has been engaged in development operations for many years and has experience for engaging
in management planning. We expect the decision making ability of the Board of Directors to be strengthened by his
wealth of product knowledge and the Company has nominated him to continue serving as a director.
[Special interests with the Company]
None
Apr. 1985
Joined the Company
Apr. 2016
General Manager, Quality Management
Department, Quality Management Division of
Masao Yamada
the Company(December 5, 1964)
Apr. 2018
Executive Officer, General Manager, Quality
Management Department, Quality Management
Reelection
Division of the Company
Internal
5,241 shares
Apr. 2019
Executive Officer, Chief Executive, Quality
Attendance at meetings of theManagement Division of the Company
Board of Directors during the June 2019
Director, Executive Officer, Chief Executive,
year:
Quality Management Division of the Company
14/14
Apr. 2021
Director, Senior Executive Officer, Chief
Attendance: 100%
Executive, Quality Management Division of theCompany(to the present)[Reasons for nomination as candidate for Director]
Mr. Masao Yamada has been engaged in duties in the Development and Quality Management Divisions. We expect thedecision making ability of the Board of Directors to be strengthened by his broad experience and the Company has
nominated him to continue serving as a director.
[Special interests with the Company]
None- 11 -

No.

Name(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1984

Apr. 2008
July 2009

Apr. 2011

Makoto Tanabe(August 27, 1961)

Apr. 2013

New election
Internal

Apr. 2015

6
Apr. 2018

Apr. 2020

Apr. 2021

Joined The Dai-ichi Mutual Life Insurance
Company (currently The Dai-ichi Life
Insurance Company, Limited)
General Manager, Personnel Department,
Administration Division of the Company
General Manager, Personnel Department andGeneral Affairs Department, Administration
Division of the Company
Executive Officer, General Manager, Personnel
Department, Administration Division of theCompany
Executive Officer, General Manager, General
Affairs Department and Personnel Department,
Administration Division of the Company
Executive Officer, General Manager, General
Affairs Department and Finance Department,
Administration Division of the Company
Senior Executive Officer, General Manager,
Planning & Coordination Department and
Finance Department, Administration Divisionof the Company
Senior Executive Officer, General Manager,
Planning & Coordination Office of theCompany
Senior Executive Officer, Chief Executive,
Administration Division of the Company(to the present)

Number of theCompany’s shares
owned

800 shares[Reasons for nomination as candidate for Director]
Mr. Makoto Tanabe has been engaged in management planning and in coordination and administration fields for many
years. We expect the decision making ability of the Board of Directors to be strengthened by his broad experience andthe Company has newly nominated him to serve as a director.
[Special interests with the Company]
None- 12 -

No.

Name(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1977

7

Notes:

Number of theCompany’s shares
ownedJoined The Dai-ichi Mutual Life Insurance
Company (currently The Dai-ichi Life
Insurance Company, Limited)
Apr. 2000
Manager, Sales Personnel Department of The
Dai-ichi Mutual Life Insurance Company
Apr. 2005
Manager, IT Planning Department of The Daiichi Mutual Life Insurance Company
Apr. 2007
Executive Officer, Manager, IT Planning
Department of The Dai-ichi Mutual Life
Yoshio Takeyama
Insurance Company(February 11, 1954)
June 2009
Director, Managing Executive Officer of The
Dai-ichi Mutual Life Insurance Company
Reelection
June 2013
President and Representative Director of The
OutsideDai-ichi Life Information Systems Co., Ltd.
Independent
Apr. 2015
Chairman and Representative Director of The
0 sharesDai-ichi Life Information Systems Co., Ltd.
Attendance at meetings of theJune 2015
Outside Audit & Supervisory Board Member ofBoard of Directors during thethe Company
year:
June 2019
Relinquished position of Chairman and
14/14
Representative Director of The Dai-ichi Life
Attendance: 100%
Information Systems Co., Ltd.
June 2019
Relinquished position of Outside Audit &Supervisory Board Member of the Company
June 2019
Outside Director of the Company (current post)
June 2020
Outside Director of XNET Corporation (current
post)(to the present)[Significant concurrent positions outside the Company]
Outside Director of XNET Corporation[Reasons for nomination as candidate for Outside Director and outline of roles expected thereof]
Mr. Yoshio Takeyama has used his abundant experience from other companies to actively provide opinions from an
independent standpoint during his time as an Outside Audit & Supervisory Board Member and as an Outside Director,
and has sufficiently performed the professional responsibilities of the positions. He is independent from the
management which undertakes business operations and there is no risk that a conflict of interest will arise with theshareholders. The Company has nominated him to continue serving as an outside director.
Currently, he is an Outside Director of the Company and his term as an Outside Director at the conclusion of thisOrdinary General Meeting of Shareholders will be two (2) years.
[Special interests with the Company]
None
1. Mr. Yoshio Takeyama is a candidate for Outside Director.
2. Mr. Yoshio Takeyama satisfies the requirements for independent officer as provided for by Tokyo Stock Exchange, Inc.,and the Company has submitted notification to the aforementioned exchange concerning his appointment as independent
officers. If this Proposal is approved as proposed, the Company intends to submit notification to the aforementioned
exchange concerning his continued appointment as independent officer.
3. The Company has entered into agreements with Mr. Yoshio Takeyama that limit his liability for damages under Article
423, paragraph 1 of the Companies Act, pursuant to the provisions of Article 427, paragraph 1 of the same Act. The limitof liability for damages under this agreement is the minimum amount provided for in Article 425, paragraph 1 of thesame Act. If this Proposal is approved as proposed, the Company intends to continue the aforementioned agreement.
4. Pursuant to Article 430-3, paragraph 1 of the Companies Act, the Company has entered into a directors and officers
liability insurance policy with an insurance company. The insurance policy covers damages, legal fees and other costs aninsured may incur as a result of liability claims arising from their acts carried out based on their position (including
omission). Damages and other costs arising from criminal acts such as bribery or intentional illegal acts by officers are
not covered in order not to impair the appropriateness of the execution of duties by them. Of the insurance premiums,
the portion corresponding to the risk of losing a shareholder derivative suit is borne by each director and the remaining
portion is shouldered by the Company and its subsidiaries. If this Proposal is approved as proposed, each candidate fordirector will be included as an insured in the policy.
The Company intends to renew this insurance policy with the same content during the term of office.

- 13 -

Proposal 3:

Election of Five (5) Directors Who Are Audit and Supervisory Committee Members

If Proposal 1 “Amendment to the Articles of Incorporation” is approved as proposed, the Company will transition
to a company with an audit and supervisory committee. Therefore, the Company proposes the election of five (5)Directors who are Audit and Supervisory Committee Members.
Also, this Proposal already has the agreement of the Audit & Supervisory Board.
This Proposal will take effect on the condition that the amendments to the Articles of Incorporation proposed in
Proposal 1 “Amendment to the Articles of Incorporation” will come into effect.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows.
No.

Name
(Date of birth)

2

Apr. 1984
Apr. 2015

Number of theCompany’s shares
ownedJoined the Company
Executive Officer of the Company, Chairman &CEO of Denyo Manufacturing Corporation
Apr. 2018
Executive Officer, General Manager,
Development Department and Patent
New election
Administration Department, Development
Internal
Division of the Company
9,600 shares
Attendance at meetings of the Apr. 2019
Executive Officer, General Manager, Patent
Board of Directors during theAdministration Department, Development
year:
Division of the Company
14/14
June 2019
Full-time Audit & Supervisory Board Member
Attendance: 100%of the Company(to the present)[Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member]
Mr. Toru Hiroi has engaged in duties in an overseas production subsidiary and in the Development Division and, inconsideration of his specialist viewpoint and broad insight, he has been nominated as a candidate for Director who is an
Audit and Supervisory Committee Member.
[Special interests with the Company]
None
Apr. 1977
Joined the Company
Apr. 2012
General Manager, Sales Planning Department
Chiyoki Kimuraof the Company(October 15, 1958)
Apr. 2014
Executive Officer, General Manager, Sales
Planning Department of the Company
New election
Apr. 2015
Executive Officer, General Manager, WestInternal
Japan Sales Department, Domestic Sales
5,000 shares
Division of the Company
Attendance at meetings of theApr. 2018
Executive Officer, General Manager, General
Board of Directors during the
Affairs Department, Administration Division ofyear:
the Company
14/14
June
2020
Full-time
Audit & Supervisory Board Member
Attendance: 100%of the Company(to the present)[Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member]
Mr. Chiyoki Kimura has engaged in duties in the Sales Division for many years as well as in the Administration
Division and, in consideration of his broad insight, he has been nominated as a candidate for Director who is an Audit
and Supervisory Committee Member because we determined that he could properly carry out his duties.
[Special interests with the Company]
None
Toru Hiroi(July 28, 1960)

1

Career summary, position, responsibilities and significant
concurrent positions outside the Company- 14 -

No.

Name(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1986

3

Number of theCompany’s shares
ownedRegistered as an attorney at law
Joined Miyake, Hatasawa & Yamazaki(currently Miyake & Partners)
Sept. 1990
Joined Winthrop, Stimson, Putnam & Roberts
June 1991
Admitted to the New York bar
Jan. 1992
Partner, Miyake & Yamazaki (currently Miyake
Akira Yamada& Partners)(May 16, 1953)
Mar. 1994
Resident Partner, Bangkok Office of Miyake &Yamazaki
New election
Aug. 1997
Tokyo Office of Miyake & Yamazaki
OutsideJune 2014
Substitute Audit & Supervisory Board Member
Independent
0 sharesof the Company
June 2015
Outside Audit & Supervisory Board Member ofAttendance at meetings of thethe Company (current post)
Board of Directors during the
Jan.
2017
Of
Counsel, Miyake, Ushijima & Imamura
year:(currently
Miyake & Partners)
14/14
(to
the
present)
Attendance: 100%[Significant concurrent positions outside the Company]
Representative Member of Three Fields Limited Liability
Company
Outside Auditor of Brother Industries, Ltd.
Outside Director (Audit and Supervisory Committee Member)of amifa Co., Ltd.
[Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member andoutline of roles expected thereof]
Mr. Akira Yamada is a candidate for Outside Director who is an Audit and Supervisory Committee Member because wedetermined that he could appropriately carry out the duties, given his broad insight and specialist viewpoint as an
attorney-at-law. While he does not have experience in corporate management other than as an Outside Director, theCompany has selected him as a nominee for Outside Director who is an Audit and Supervisory Committee Member as it
expects him to utilize his knowledge and experience in the supervision of the Company’s management from astandpoint independent from the management which undertakes business operations.
Currently, he is an Outside Audit & Supervisory Board Member of the Company and his term as an Outside Audit &Supervisory Board Member will be six (6) years at the conclusion of this Ordinary General Meeting of Shareholders.
[Special interests with the Company]
None- 15 -

No.

Name(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1987

4

Number of theCompany’s shares
owned

Public Prosecutor, Yokohama District Public
Prosecutors Office
Apr. 2002
Coordinator, Legislative Division, Criminal
Affairs Bureau, Ministry of JusticeJan. 2005
Counselor, Criminal Affairs Bureau, Ministryof JusticeAug. 2005
Public Prosecutor, Supreme Public Prosecutors
OfficeKeiko Yamagami
Aug. 2007
Deputy Director, Public Peace Department,(March 22, 1961)
Tokyo District Public Prosecutors Office
July 2008
Deputy Director, Trial Department, Tokyo
New election
District Public Prosecutors OfficeOutsideApr. 2009
Trial Director, Yokohama District Public
Independent
0 shares
Prosecutors OfficeAttendance at meetings of the Apr. 2010
Registered as attorney-at-law, Member ofBoard of Directors during theTokyo Seiwa Sogo Law Office (current post)year:
June 2017
Outside Director of Astellas Pharma Inc.
14/14
June 2019
Outside Audit & Supervisory Board Member ofAttendance: 100%
the Company (current post)
June 2021
Outside Director of Astellas Pharma Inc.
(scheduled to retire)(to the present)[Significant concurrent positions outside the Company]
Member of Tokyo Seiwa Sogo Law OfficeOutside Director of JUTEC Holdings Corporation (scheduled toassume office)[Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member andoutline of roles expected thereof]
Ms. Keiko Yamagami is a candidate for Outside Director who is an Audit and Supervisory Committee Member because
we determined that she could appropriately carry out the duties, given her broad insight and specialist viewpoint as her
working experience in important positions such as public prosecutor of the supreme public prosecutor’s office and as
attorney-at-law. While she does not have experience in corporate management other than as an Outside Director, theCompany has selected her as a nominee for Outside Director who is an Audit and Supervisory Committee Member as it
expects her to utilize her knowledge and experience in the supervision of the Company’s management from a standpoint
independent from the management which undertakes business operations.
Currently, she is an Outside Audit & Supervisory Board Member of the Company and her term as an Outside Audit &Supervisory Board Member will be two (2) years at the conclusion of this Ordinary General Meeting of Shareholders.
[Special interests with the Company]
None- 16 -

No.

Name(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1983
Apr. 2011

5

Notes:

Number of theCompany’s shares
ownedJoined Ministry of JusticeDirector, Juvenile Treatment Division,
Correction Bureau, Ministry of JusticeJan. 2013
Director, General Affairs Division, Correction
Bureau, Ministry of Justice
July 2014
Director, Facilities Division, Minister’s
Secretariat, Ministry of Justice
Masako Natori
June 2016
Assistant-Vice Minister, Deputy Director(March 11, 1961)
General of Correction Bureau, Ministry ofJustice0 shares
New election
July 2017
Director-General, Human Rights Bureau,
OutsideMinistry of Justice
Independent
Sept. 2018
Director-General, Correction Bureau, Ministryof JusticeJan. 2020
Retired from Ministry of JusticeOct. 2020
Advisor of NEC Corporation (current post)(to the present)[Significant concurrent positions outside the Company]
Advisor of NEC Corporation[Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member andoutline of roles expected thereof]
Ms. Masako Natori is a candidate for Outside Director who is an Audit and Supervisory Committee Member because
she possesses specialized knowledge and abundant experience in law and human rights, which were cultivated throughher experience working as Director-General of the Human Rights Bureau and the Correction Bureau at the Ministry ofJustice. While she does not have experience in corporate management other than as an Outside Director, the Company
has selected her as a nominee for Outside Director who is an Audit and Supervisory Committee Member as it expects
her to utilize her knowledge and experience in the supervision of the Company’s management from a standpoint
independent from the management which undertakes business operations.
[Special interests with the Company]
None
1. Mr. Akira Yamada, Ms. Keiko Yamagami and Ms. Masako Natori are candidates for Outside Directors of the Company.
2. Mr. Akira Yamada, Ms. Keiko Yamagami and Ms. Masako Natori satisfy the requirements for independent officers asprovided for by Tokyo Stock Exchange, Inc. and, if this Proposal is approved as proposed, the Company plans to submit
notification to the aforementioned exchange concerning them appointment as independent officers.
3. If this Proposal is approved as proposed, the Company intends to enter into an agreement with Mr. Akira Yamada, Ms.
Keiko Yamagami and Ms. Masako Natori that limits their liability for damages under Article 423, paragraph 1 of theCompanies Act, pursuant to the provisions of Article 427, paragraph 1 of the same Act. The limit of liability for damages
under this agreement is the minimum amount provided for in Article 425, paragraph 1 of the same Act.
4. Pursuant to Article 430-3, paragraph 1 of the Companies Act, the Company has entered into a directors and officers
liability insurance policy with an insurance company. The insurance policy covers damages, legal fees and other costs aninsured may incur as a result of liability claims arising from their acts carried out based on their position (including
omission). Damages and other costs arising from criminal acts such as bribery or intentional illegal acts by officers are
not covered in order not to impair the appropriateness of the execution of duties by them. Of the insurance premiums,
the portion corresponding to the risk of losing a shareholder derivative suit is borne by each director and the remaining
portion is shouldered by the Company and its subsidiaries. If this Proposal is approved as proposed, each candidate fordirector will be included as an insured in the policy.
The Company intends to renew this insurance policy with the same content during the term of office.

- 17 -

Reference Documents Common to Proposal 2 and Proposal 3
Organizational structure upon the approval of Proposal 2 and Proposal 3 (expected after June 29, 2021)
Main fields of expertise

Corporate
OutManside
agement
CG

Name

Title

Yoji Eto

Representative Director,
Chairman○○

ShoichiShiratori

President○○

KensakuMoriyama

Takanori
Yoshinaga

Masao
YamadaMakotoTanabeDirector,
Managing
Executive
Officer
Director,
SeniorExecutive
Officer
Director,
SeniorExecutive
Officer
Director,
SeniorExecutive
Officer

YoshioTakeyama

Director

Toru Hiroi

Director

Chiyoki
KimuraAkira
YamadaKeiko
Yamagami
MasakoNatori
Note:
1.

ESG

Development
Sales
Producandtion
MarQualiketingty
Assurance

○

○

○

○

○

○

○

○

○

○

Personnel
andFiGlobal nance Laborand IT Management

○

○
●

○
○

○

Director●○○

Director●○○

Director

●

○

○

○

○

●

○

○
○

Director

○
○

○

Board
of
Independent
OutsideDirectors●○○

Composition status
Nomination
Audit
and
Legal
and
ComandSuperpensaRisk
visorytion
ManComAdvis
agemitteeorymentCommittee

○

●

●

○

●
●

○

●

●

●

○

●

●

●

○

●

●

●

The above list shows four fields at maximum of the main fields where each person can demonstrate their expertise basedon their experience and others, and does not cover all the knowledge they have.

- 18 -

Proposal 4:

Election of One (1) Director who Is a Substitute Audit and Supervisory Committee Member

If Proposal 1 “Amendment to the Articles of Incorporation” is approved as proposed, the Company will transition
to a company with an audit and supervisory committee. Therefore, in order to ensure that the number of Directors
who are Audit and Supervisory Committee Members does not fall short of that required by laws and regulations,the Company proposes the election of one (1) Director who is a Substitute Audit and Supervisory Committee
Member.
Also, this Proposal already has the agreement of the Audit & Supervisory Board.
This Proposal will take effect on the condition that the amendments to the Articles of Incorporation proposed in
Proposal 1 “Amendment to the Articles of Incorporation” will come into effect.
The candidate for Director who is a Substitute Audit and Supervisory Committee Member is as follows.
Name(Date of birth)

Career summary and significant concurrent positions outside the Company
Apr. 1982
Oct. 2011

Number of theCompany’s shares
ownedJoined Shiseido Company, Limited
General Manager, Corporate Culture Department of
Shiseido Company, Limited
Apr. 2015
General Manager, Executive Section, General Affairs
Department of Shiseido Company, Limited
June 2015
Audit & Supervisory Board Member (full-time) of Shiseido
Company, Limited
Mar. 2019
Relinquished position as Audit & Supervisory Board
Member (full-time) of Shiseido Company, Limited
Outside Audit & Supervisory Board Member of NS
Kyoko Okada (July 26, 1959) June 2019
Solutions Corporation
0 shares
OutsideJune 2019
Outside Corporate Auditor of SUBARU CORPORATION
Independent(current post)
June 2020
Outside Audit & Supervisory Board Member of Daio Paper
Corporation (current post)
June 2021
Outside Audit & Supervisory Board Member of NS
Solutions Corporation (scheduled to retire)(to the present)[Significant concurrent positions outside the Company]
Outside Corporate Auditor of SUBARU CORPORATION
Outside Audit & Supervisory Board Member of Daio Paper Corporation
Outside Director of JACCS CO., LTD. (scheduled to assume office)[Reasons for nomination as candidate for Outside Director who is a Substitute Audit and Supervisory Committee Member andoutline of roles expected thereof]
Ms. Kyoko Okada has abundant experience in business and as a full-time auditor in other companies. Therefore, the Company has
determined that she is a candidate carrying out duties appropriately through the aforementioned experience and her broad insight.
She is independent from the management which undertakes business operations. The Company expects her to use knowledge andexperience in the supervision of management and others of the Company and so selected her as a nominee for Outside Director who
is a Substitute Audit and Supervisory Committee member.
[Special interests with the Company]
None
Notes: 1. Ms. Kyoko Okada is a candidate for Outside Director who is a Substitute Audit and Supervisory Committee Member.
2. Ms. Kyoko Okada satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange, Inc.
and, if she assumes office of Director who is an Audit and Supervisory Committee Member, the Company plans tosubmit notification to the aforementioned exchange concerning her appointment as an independent officer.
3. If Ms. Kyoko Okada assumes office of Director who is an Audit and Supervisory Committee Member, the Company
intends to enter into an agreement with her that limits her liability for damages under Article 423, paragraph 1 of theCompanies Act, pursuant to the provisions of Article 427, paragraph 1 of the same Act. The limit of liability for damages
under this agreement is the minimum amount provided for in Article 425, paragraph 1 of the same Act.
4. Pursuant to Article 430-3, paragraph 1 of the Companies Act, the Company has entered into a directors and officers
liability insurance policy with an insurance company. The insurance policy covers damages, legal fees and other costs aninsured may incur as a result of liability claims arising from their acts carried out based on their position (including
omission). Damages and other costs arising from criminal acts such as bribery or intentional illegal acts by officers are
not covered in order not to impair the appropriateness of the execution of duties by them. Of the insurance premiums,- 19 -

the portion corresponding to the risk of losing a shareholder derivative suit is borne by each director and the remaining
portion is shouldered by the Company and its subsidiaries. If Ms. Kyoko Okada assumes office of Director who is an
Audit and Supervisory Committee Member, she will be included as an insured in the policy.
The Company intends to renew this insurance policy with the same content during the term of office.

- 20 -

Proposal 5:

Determination of the Amount of Remuneration, Etc. for Directors (Excluding Directors Who
Are Audit and Supervisory Committee Members)

The Company obtained approval at the resolution of the 68th Ordinary General Meeting of Shareholders held on
June 29, 2016 for remuneration, etc. for Directors being not more than ¥300 million per year (of which the portion
for Outside Directors is not more than ¥30 million per year; the limit of remuneration does not include employee
salaries). However, because the Company will make a transition to a company with an audit and supervisorycommittee if Proposal 1 “Amendment to the Articles of Incorporation” is approved as proposed, it requests yourapproval for abolishing the above remuneration limit and then newly establishing the amount of remuneration for
Directors (excluding Directors who are Audit and Supervisory Committee Members; the same shall apply
hereinafter in this Proposal), and setting the remuneration amount at not more than ¥300 million per year (of which
the portion for Outside Directors is not more than ¥30 million per year) as the amount that is considered reasonable,
taking into account the previous amount of remuneration for Directors and factors such as current economic
conditions as well as reports from the Nomination and Remuneration Advisory Committee. This remuneration, etc.
shall not include employee salaries of Directors who concurrently serve as employees.
The number of Directors is currently nine (9) (including two (2) Outside Directors). However, if Proposal 1“Amendment to the Articles of Incorporation” and Proposal 2 “Election of Seven (7) Directors (Excluding
Directors Who Are Audit and Supervisory Committee Members)” are approved as proposed, the number of
Directors will be seven (7) (including one (1) Outside Director).
Specific details of officers’ remuneration, etc. for each Director after the transition to a company with an audit andsupervisory committee are determined based on the “policy for determining remuneration for Directors, etc.,”
which will be approved by the Board of Directors after the transition and revised. The Company considers thispolicy reasonable as it is basically the same as the “policy for determining remuneration for Directors, etc.” statedin the Business Report (available in Japanese only; page 15 of the Japanese version of this Notice of the Ordinary
General Meeting of Shareholders).
This Proposal shall come into effect, subject to the amendment to the Articles of Incorporation in Proposal 1“Amendment to the Articles of Incorporation” becoming effective.

- 21 -

Proposal 6:

Determination of the Amount of Remuneration, Etc. for Directors Who Are Audit andSupervisory Committee Members

Because the Company will make a transition to a company with an Audit and Supervisory Committee if Proposal 1“Amendment to the Articles of Incorporation” is approved as proposed, it requests your approval for the amount of
remuneration, etc. for Directors who are Audit and Supervisory Committee Members of not more than ¥100 million
per year as it considers it reasonable, taking into account various factors such as their duties and responsibilities
and current economic conditions while giving consideration to the current limit of remuneration for Audit &Supervisory Board Members and the amount paid, and in addition, the fixed number of Directors who are Audit
and Supervisory Committee Members and preparations to secure human resources going forward, etc.
If Proposal 1 “Amendment to the Articles of Incorporation” and Proposal 3 “Election of Five (5) Directors Who
Are Audit and Supervisory Committee Members” are approved as proposed, the number of Directors who are
Audit and Supervisory Committee Members will be five (5).
This Proposal shall come into effect, subject to the amendment to the Articles of Incorporation in Proposal 1“Amendment to the Articles of Incorporation” becoming effective.

- 22 -

Proposal 7:

Determination of the Amount and Details of Performance-Linked Share-Based Remuneration,
Etc. for Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

1. Reason for the proposal and reason why this is considered reasonable
The Company obtained approval at the 67th Ordinary General Meeting of Shareholders held on June 26, 2015
for the introduction of “Board Benefit Trust (BBT),” a performance-linked share-based remuneration plan for
Directors (excluding Outside Directors) (the “Plan”), which remains in effect. However, as the Company will
make a transition to a company with an audit and supervisory committee subject to the approval and adoptionof Proposal 1 “Amendment to the Articles of Incorporation,” it requests your approval for determining anew
the amount and details of remuneration, etc. under the Plan for Directors (excluding Directors who are Audit
and Supervisory Committee Members and Outside Directors) in place of the current maximum amount of
remuneration for Directors under the Plan.
Specifically, the Company requests your approval for the amount and details of remuneration under the Plan
for Directors (excluding Directors who are Audit and Supervisory Committee Members and Outside Directors)
as an amount within the limit of remuneration, etc. for Directors (excluding Directors who are Audit andSupervisory Committee Members), for which approval is requested in the form of Proposal 5.
This proposal is made in line with the transition to a company with an audit and supervisory committee, andthe details of the Plan is substantially the same as the details approved at the 67th Ordinary General Meeting of
Shareholders held on June 26, 2015, except for exclusion of Directors who are Audit and Supervisory
Committee Members from eligible persons. The proposal is designed to raise awareness of contributing to
improvement in medium- to long-term operating results and growth in corporate value by clarifying thelinkage between remuneration for Directors (excluding Directors who are Audit and Supervisory Committee
Members and Outside Directors), and the Company’s business performance and share value more and sharing
not only merits of an increase in share price but also risks of a decline in share price between Directors andshareholders. In addition, the Company’s policy for determining details of individual remuneration, etc. for
Directors is as stated in the Business Report (available in Japanese only; page 16 of the Japanese version ofthis Notice of the Ordinary General Meeting of Shareholders). The Company intends to maintain asubstantially similar policy with required adjustments made after the transition to a company with an audit andsupervisory committee, and believes that the Plan is in line with this policy. In view of the above, the Company
considers the content of this proposal reasonable.
The Company asks you to leave details of the Plan to the Board of Directors within the scope in 2. below.
Furthermore, there are seven (7) Directors eligible for the Plan, who are not Outside Directors, at present.
However, if Proposal 2 and Proposal 3 are approved and adopted as proposed, the number of Directors(excluding Directors who are Audit and Supervisory Committee Members and Outside Directors) who are
eligible for the Plan will be six (6).
This proposal shall come into effect, subject to the amendment to the Articles of Incorporation in Proposal 1“Amendment to the Articles of Incorporation” becoming effective.
2. Details and amount of remuneration, etc. under the Plan
(1) Overview of the Plan
The Plan is a performance-linked share-based remuneration plan under which shares of the Company are
acquired through a trust (a trust set up under the Plan is hereinafter referred to as the “Trust”) with cash
contributed by the Company as underlying funds, and shares of the Company are provided to Directors(Outside Directors shall be excluded, and Directors who are Audit and Supervisory Committee Members
shall be ineligible for the Plan. The same shall apply hereinafter unless otherwise indicated) at a certain
point of time every year through the Trust based on points granted according to the degree ofachievement of performance targets, etc. in accordance with the regulations for provision of shares to
Directors established by the Company.
In accordance with the resolution at the 67th Ordinary General Meeting of Shareholders held on June 26,
2015, the Company has introduced the Plan covering five (5) fiscal years from the fiscal year ended
March 31, 2016 to the fiscal year ended March 31, 2020 (hereinafter, this period of five (5) fiscal years isreferred to as the “Original Period Covered,” and the Original Period Covered and each period of five (5)- 23 -

(2)

(3)

(4)

(5)

(6)

(7)

fiscal years beginning after a lapse of the Original Period Covered are each referred to as “Period
Covered”) and each subsequent Period Covered.
The Company has determined to continue the Trust as a trust with Directors who satisfy beneficiary
requirements as beneficiaries in conjunction with its transition to a company with an audit andsupervisory committee.
Persons eligible for the Plan
Eligible persons shall be the Company’s Directors (as stated above, Outside Directors and Directors who
are Audit and Supervisory Committee Members are ineligible for the Plan).
Trust period
As for the trust period of the Trust, the specific end date is not set, and the Trust shall continue as long as
the Plan continues. The Plan shall be terminated due to delisting of shares of the Company, abolishmentof the regulations for provision of shares to Directors, and other reasons.
Method for calculating the number of shares of the Company to be provided to Directors, and limit on thenumber of shares of the Company to be provided to Directors
For each fiscal year, Directors are granted points, the number of which is determined in view of theirposition, the degree of achievement of performance targets, etc. in the fiscal year in accordance with theregulations for provision of shares to Directors.
The total number of points to be granted to Directors per fiscal year shall be up to 12,400 points. This
limit has been determined, comprehensively taking into account current level of officers’ remuneration of
the Company, trend of the number of Directors, future prospects and other factors, and the Company
considers it reasonable.
Points granted to Directors are converted at one (1) point to one (1) common share of the Company upon
the provision of shares in (7) below (However, if a share split, gratis allotment of shares or shareconsolidation, etc. is conducted for shares of the Company after this proposal is approved, reasonableadjustments will be made to the limit on the number of points and the number of points that have been
granted or the conversion ratio according to the ratio, etc.).
Therefore, the number of shares equivalent to the limit on the number of points to be granted to Directors
per fiscal year is 12,400 shares (however, the above adjustments may be made), and the ratio to the total
number of issued shares (as of March 31, 2021; after excluding treasury stock) is approximately 0.06%.
The number of points of a Director that serves as a basis in calculating the number of shares to beprovided is determined at the number of points granted to the Director for each fiscal year (the“Determined Number of Points”).
Method for acquisition of shares of the Company by the Trust, and the number of shares to be acquired
Shares of the Company are acquired by the Trust with funds contributed in accordance with (6) below as
underlying funds via an exchange market or by the method for undertaking disposal of treasury stock of
the Company.
The Trust acquired 41,000 shares during the Original Period Covered.
Trust amountTo provide shares of the Company to Directors, the Company contributed cash of ¥78 million during theOriginal Period Covered as underlying funds for the acquisition of its shares by the Trust and set up theTrust.
The Company shall make an additional contribution up to ¥80 million to the Trust for each Period
Covered in principle in each future Period Covered until the Plan ends. However, in the case where suchan additional contribution is made, when there are shares of the Company (excluding shares of theCompany that are equivalent to the number of points granted to persons eligible for the Plan for each
Period Covered up to the immediately preceding Period Covered, and of which provision to the persons
eligible for the Plan has not been completed) and cash remaining in trust assets (“Remaining Shares,etc.”), the total of the amount of Remaining Shares, etc. (the amount of shares of the Company shall bemarket price on the last day of the immediately preceding Period Covered) and cash to be additionallycontributed shall be up to ¥80 million. When the Company determines additional contribution, it will
disclose the information in a timely and appropriate manner.
Provision of shares, and method for calculating the amount of remuneration, etc.
When the Company’s Directors satisfy beneficiary requirements set forth in the regulations for provisionof shares to Directors, they are provided with shares of the Company, the number of which is based on- 24 -

(8)their “Determined Number of Points,” which is set in accordance with the description stated in (4) above,by conducting specified procedures to be designated as beneficiaries on a predetermined date every year,
from the Trust on the predetermined date. However, in accordance with provisions of the regulations forprovision of shares to Directors, cash may be exceptionally provided in place of shares of the Company.
Even if a Director was granted points, the Director shall not be able to acquire the right to receive thebenefits in cases where dismissal of the person was resolved at the general meeting of shareholders andwhere the person retires from the position due to his or her breach of duties as Director.
The amount of remuneration, etc. to be received by a Director under the Plan shall be based on theamount obtained by multiplying the total number of points granted to each Director at the time whenpoints are granted by the book value per share of shares of the Company held by the Trust (however, if ashare split, gratis allotment of shares or share consolidation or any other event is conducted for shares of
the Company, reasonable adjustments will be made according to the ratio, etc. of such event), and, if it isdeemed reasonable to do so in the case where cash is exceptionally provided in accordance with
provisions of the regulations for provision of shares to Directors, the amount of the cash is added. As
stated above, the amount of the remuneration, etc. is treated within the limit of remuneration, etc. for
Directors (excluding Directors who are Audit and Supervisory Committee Members) for which approvalis requested in the form of Proposal 5 (not more than ¥300 million per year).
Voting rights related to shares in the Trust
The Trust shall not exercise voting rights related to shares of the Company in trust account in accordancewith instructions of the trust administrator independent of the Company.

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Proposal 8:

Renewal of Countermeasures to Large-Scale Acquisitions of the Company Shares (Takeover
Defense Measures)

The Company obtained the shareholders’ approval to introduce a “plan for countermeasures to large-scaleacquisitions of the shares in the Company (takeover defense measures)” at the ordinary general meeting ofshareholders of the Company for the 61st business year held on June 26, 2009, and then obtained the shareholders’approval to renew the plan for countermeasures at the ordinary general meeting of shareholders for the 64th
business year held on June 28, 2012, the ordinary general meeting of shareholders for the 67th business year heldon June 26, 2015, and the ordinary general meeting of shareholders for the 70th business year held on June 28,
2018, respectively (the plan for countermeasures after the renewal at the ordinary general meeting of shareholders
for the 70th business year held on June 28, 2018 is hereinafter referred to as the “Former Plan”).
The effective period of the Former Plan will expire at the conclusion of the ordinary general meeting ofshareholders of the Company for the 73rd business year to be held on June 29, 2021 (this “Ordinary General
Meeting of Shareholders”).
Accordingly, the Company would like to renew the Former Plan as set out in III. 2. below (the “plan for
countermeasures to large-scale acquisitions of the shares in the Company (takeover defense measures)” after the
renewal is hereinafter referred to as the “Plan”) as a measure to prevent decisions on the Company’s financial andbusiness policies from being controlled by persons deemed inappropriate (Article 118, Item 3 (b) (ii) of the
Enforcement Regulations of the Companies Act) under the “basic policy regarding the persons who control
decisions on the Company’s financial and business policies” (as provided in Article 118, Item 3 of the Enforcement
Regulations of the Companies Act; the “Basic Policy”) in order to continue to ensure and enhance the corporate
value of the Company and the common interests of its shareholders, and therefore the Company is seeking theshareholders’ approval for the renewal.
The Company intends to be a company with an audit & supervisory committee subject to the shareholders’approval of Proposal 1 “Amendment to the Articles of Incorporation” at this Ordinary General Meeting of
Shareholders, and although certain revisions necessary in connection thereto and other formal revisions to thewording of the Former Plan are to be made upon its renewal by adopting the Plan, the basic contents of the Plan are
the same as those of the Former Plan.
I.

Basic Policy Regarding the Persons Who Control Decisions on the Company’s Financial and Business
Policies
The Company believes that shareholders of the Company should be decided through free market transactions,and, accordingly, a decision on whether or not to accept a proposal to acquire a sufficient number of shares tocontrol decisions on the Company’s financial and business policies must ultimately be left to the discretion ofeach shareholder. Also, the Company would not reject a large-scale acquisition if it would contribute to thecorporate value of the Company and the common interests of its shareholders.
Nonetheless, there are some forms of large-scale acquisitions of shares that do not ensure or enhance thecorporate value of the target company or the common interests of its shareholders, including, without
limitation: (i) those that threaten to cause obvious harm to the corporate value of the target company and thecommon interests of its shareholders in light of matters such as the purpose of and the management policies
after the acquisition; (ii) those that threaten to effectively coerce shareholders into selling their shares; and (iii)
those that do not provide sufficient time or information for the target company’s board of directors andshareholders to consider the conditions and other details of the acquisition or for the target company’s boardof directors to make an alternative proposal.
Therefore, the Company believes that persons who would make a large-scale acquisition of the shares in the
Company in an inappropriate manner as described above would not be appropriate as persons who control
decisions on the Company’s financial and business policies, and it is necessary to ensure the corporate valueof the Company and the common interests of its shareholders by taking the necessary and reasonablemeasures against large-scale acquisitions by such persons.

II. Measures to Realize the Basic Policy
1. The Source of the Company’s Corporate Value
Since its establishment in 1948, the Company has been a pioneer in outdoor power sources, developing,
manufacturing and selling many original products, including engine-driven generators, engine-driven welders- 26 -

and engine-driven air compressors. We now command high market shares for our main products, as
demonstrated by an approximately 65% share and 55% share of the domestic market for engine-driven
generators and engine-driven welders, respectively, providing our products to a large number of users. This is
the result of our efforts to take on new R&D activities and develop new and original products in a proactive
way under the basic policy that we should always possess a pioneering spirit and creativity in promoting ourtechnical innovations without contenting ourselves with our market position or technical expertise. The
Company believes that it is the Company’s R&D activities and technical expertise described above, as well as
our clients’ trust in our products that results from such activities and expertise, in which our corporate valuelies.
2. Measures for Enhancing Corporate Value
The Company’s group (the “Group”) has established a management vision of “aiming to become the leadrunner (global No. 1 brand) as a supplier of high-quality power sources through creativity and constanttechnical innovations,” and, under that vision, has developed our business both in Japan and overseas aiming
to expand and improve efficiency in the existing businesses and to develop new markets.
The Group has three main business areas, namely, Construction Related Business, Industry Equipment
Business, and New Businesses and has been focusing on the development of overseas and new markets foreach business area. In particular, by striving to develop and promote sales of not only products forconstruction, which depend on demand for construction, but also products for other purposes, such as stand-by
generators for emergency equipment, the Group is shifting to a “demand creation” type of management.
Accordingly, the Group continues to promote proactive R&D activities in every process from the research of
new technologies and to the development of products. In addition, the Group is working to push ahead with R& D activities for a low carbon society from a medium- to long-term perspective.
In addition, in order to establish a profitable group structure, the Group is moving forward with theenhancement of efficiency in production systems and international materials procurement, as well as
rationalization investment in both domestic and overseas plants.
Furthermore, the Group aims to build a vital corporate culture, which becomes a foundation of the Group for
expanding business in new markets, by activating the organizational operation of the Group as a wholethrough its efforts to conduct flexible organizational operation as well as to clarify the authorities andresponsibilities of each officer and employee, and, concurrently with these efforts, by promoting education of
personnel who are capable of supporting international business development by the Group.
3. Measures for Corporate Governance
The Board of Directors is currently composed of nine Directors, including two Outside Directors, and for the
purpose of clarifying the responsibilities of Directors for each business year, as well as of establishing an agile
management system that is able to promptly respond to changes in the management environment and timely
reflecting shareholders’ intent in the election and removal of Directors, the Company has set the term of officeof each Director at one year.
The Company also voluntarily established the Nomination and Remuneration Advisory Committee to enhance
the appropriateness, fairness, and transparency of procedures relating to the nomination and treatment of
Directors. The Nomination and Remuneration Advisory Committee is currently composed of six members:
two Representative Directors; two Outside Directors; and two Outside Audit & Supervisory Board Members.
In addition, the Company has introduced the executive officer system in order to promote agile responses tochanges in the business environment and a more prompt decision-making process by separating the functionsof management supervision and business execution. Also, the Company holds management meetings, attended
by Full-time Directors, Full-time Audit & Supervisory Board Members and executive officers, in order tosupport the decision-making process by the Board of Directors and deliberate on important matters relating to
the Company’s management and business execution. Furthermore, Group management meetings are held,
attended by the Directors and Audit & Supervisory Board Members of the Company and the representative
directors and presidents of major subsidiaries and affiliates of the Group, for smooth management of theGroup. In addition, from the standpoint of promoting active contribution to discussions at the meetings of theBoard of Directors, meetings solely composed of Directors and Audit & Supervisory Board Members who are
Independent Directors/Auditors are regularly held, at which the members exchange information and shareawareness based on their independent and objective position.
- 27 -

The Company currently adopts the audit & supervisory board system, and two out of four Audit &Supervisory Board Members of the Company are Outside Audit & Supervisory Board Members, thereby
ensuring the legality, fairness, and transparency of the Company’s management. Also, as an effort to protect
general investors, the Company has designated two Outside Directors and two Outside Audit & Supervisory
Board Members as Independent Directors/Auditors, and notified the Tokyo Stock Exchange to that effect.
Furthermore, as measures for internal control, the Company has developed internal rules and regulations forappropriately managing performance of operations and implements internal audits of operations by
establishing the Internal Audit Office that is under the direct control of the President. Also, cooperation
between the Audit & Supervisory Board Members and the Internal Audit Office is promoted by causing Audit& Supervisory Board Members to join audits conducted by the Internal Audit Office.
In addition, the Company will be a company with an audit & supervisory committee subject to theshareholders’ approval at this Ordinary General Meeting of Shareholders, and this will enable the Company toachieve greater improvement in its corporate governance, to increase the transparency and efficiency ofmanagement, and to establish an agile decision-making process, thereby endeavoring to further enhance thecorporate value of the Company.
After the transition to being a company with an audit & supervisory committee, the Board of Directors of theCompany will be composed of twelve Directors (five of whom will be Directors who are Audit & Supervisory
Committee Members), including four independent Outside Directors (three of whom will be Directors who are
Audit & Supervisory Committee Members). Also, the Nomination and Remuneration Advisory Committee
and regular meetings solely composed of independent Outside Directors, both of which have been voluntarily
established by the Company, will continue to exist after the transition to the new system (the Nomination andRemuneration Advisory Committee will be composed of two Representative Directors and four independent
Outside Directors). Management meetings, which under the Company’s current system have been attended by
Full-time Audit & Supervisory Board Members, will be attended by Directors who are selected as Full-time
Audit & Supervisory Committee Members at a meeting of the Audit & Supervisory Committee. In addition,
Directors who are Audit & Supervisory Committee Members will join internal business audits conducted by
the Internal Audit Office.
III. Measures to Prevent Decisions on the Company’s Financial and Business Policies from Being
Controlled by Persons Deemed Inappropriate Under the Basic Policy
1. Purpose of the Plan
The renewal by adopting the Plan is for the purpose of ensuring and enhancing the corporate value of theGroup and, in turn, the common interests of its shareholders in line with the Basic Policy set out in I. above.
The Board of Directors determined that it is essential to have in place a framework for restraining acts oflarge-scale acquisition that are contrary to the corporate value of the Company and the common interests of its
shareholders on the occasion that the Company receives a large-scale acquisition proposal regarding the sharesin the Company by securing necessary time and information for shareholders to decide whether or not to
accept the large-scale acquisition or for the Board of Directors to present an alternative proposal to theshareholders, and enabling the Board of Directors to have discussions, negotiations, or the like with theacquirer for the benefit of the shareholders.
The Board of Directors therefore determined that it is necessary to renew the Former Plan by adopting thePlan subject to obtaining approval from the shareholders at this Ordinary General Meeting of Shareholders aspart of measures to prevent decisions on the Company’s financial and business policies from being controlled
by persons deemed inappropriate under the Basic Policy.
2. Details of the Plan
(1) Plan Outline(a) Purpose
The Plan is for the purpose of ensuring and enhancing the corporate value of the Company and the common
interests of its shareholders on the occasion that an act of large-scale acquisition of the shares in the
Company takes place by securing information and a period of time necessary and sufficient for shareholders
to make appropriate decisions and opportunities for discussions, negotiations, or the like with the acquirer,
etc. and taking other actions.
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(b) Prescribed Procedures
The Plan sets out procedures necessary to achieve the purpose stated in (a) above such as requesting to aperson who conducts an act of acquisition of the share certificates, etc. of the Company or any similar act, ora proposal for such act (an “Acquirer”; such act, an “Acquisition”) to provide information regarding theAcquisition in advance, when such Acquisition is to take place (please see (2) ‘Procedures for the Plan’
below for details).
(c) Implementation of Gratis Allotment of Share Options
In cases such as where an Acquirer conducts an Acquisition of the Company’s share certificates, etc. without
following the procedures set out in the Plan, or an Acquisition threatens to cause obvious harm to thecorporate value of the Company and the common interests of its shareholders (please see (3) ‘Requirements
for Implementation of Gratis Allotment of Share Options’ below for the details of requirements for the
implementation of measures), the Company will allot share options (the main terms of which are outlined in(4) ‘Outline of Gratis Allotment of Share Options’ below; “Share Options”) with (a) an exercise condition
that does not allow the Acquirer to exercise rights, and (b) an acquisition provision to the effect that theCompany may acquire the share options in exchange for the Company’s shares from persons other than the
Acquirer by means of a gratis allotment of share options to all shareholders, except the Company, at thattime.
If a gratis allotment of Share Options were to take place in accordance with the Plan and all shareholders
other than the Acquirer received shares in the Company as a result of those shareholders exercising or theCompany acquiring those Share Options, the ratio of voting rights pertaining to the Company’s shares heldby the Acquirer may be diluted by up to a third of all voting rights.
(d) Use of the Independent Committee
In order to eliminate arbitrary decisions by the Board of Directors on matters such as the implementation or
non-implementation of the gratis allotment of Share Options in accordance with the Plan, the Board of
Director has made it a rule to respect to the maximum extent recommendations made by the independent
committee, which is composed of outside parties who are highly independent from the Company (the“Independent Committee”) (please see (5) ‘Establishment of the Independent Committee’ below for details).
In addition, in the course of these procedures, the Company will ensure the transparency of the proceduresby disclosing information to shareholders.
(2) Procedures for the Plan(a) Targeted Acquisitions
The Plan will be applied in cases where an Acquisition that falls under (i) or (ii) below takes place. The
Acquirer will be required to follow the procedures prescribed in the Plan.
(i) An acquisition that would result in the holding ratio of share certificates, etc. (kabuken tou hoyuu
wariai) (Note 1) of a holder (hoyuusha) (Note 2) totaling at least 20% of the share certificates, etc.
(kabuken tou) (Note 3) issued by the Company; or(ii) A tender offer (koukai kaitsuke) (Note 4) that would result in the party conducting the tender offer’sownership ratio of share certificates, etc. (kabuken tou shoyuu wariai) (Note 5) and the ownership ratioof share certificates, etc. of a specially related party (tokubetsu kankei-sha) (Note 6) totaling at least
20% of the share certificates, etc. (kabuken tou) (Note 7) issued by the Company.
(b) Request to the Acquirer for Provision of Information
An Acquirer who conducts an Acquisition set out in (a) above will be requested to submit to the Company
before effecting the Acquisition a document that contains information set out in the items below (“Essential
Information”) and other matters such as an undertaking that the Acquirer will comply with the procedures
set out in the Plan upon effecting the Acquisition (collectively, “Acquisition Document”) in the form
prescribed by the Company.
If the Board of Directors reasonably determines that the Acquisition Document does not contain sufficient
Essential Information, it may set a reply period as necessary and request that the Acquirer submit additional- 29 -

Essential Information. In this case, the Acquirer must submit such additional Essential Information within
the reply period. Acquisition Documents and Essential Information must be prepared only in Japanese.
(i) Details (including name, capital composition, financial position, terms of any previous transactions
which are similar to the Acquisition, results of these transactions, impacts of these past transactions on
the corporate value of the target company) of the Acquirer and its group (including joint holders (Note8), specially related parties, and (if the Acquirer is a fund) each partner and its members).
(ii) The purpose, method and terms of the Acquisition (including information on the amount and type of
consideration for the Acquisition, the timeframe of the Acquisition, the scheme of any relatedtransactions, the legality of the Acquisition method, and the feasibility of the Acquisition).
(iii) The basis for the calculation of the purchase price of the Acquisition (including facts and assumptions
based on which the calculation has been made, calculation methods, numerical information used for the
calculation, and the details of synergies that are expected to be brought about by a set of transactions
relating to the Acquisition, and the details of those synergies that are to be allocated to minority
shareholders).
(iv) Financial support for the Acquisition (including the names of providers of funds (including all indirect
providers of funds) for the Acquisition, financing methods and the terms of any related transactions,etc.).
(v) Post-Acquisition management policy, business plan, and, capital and dividend policies for the Group.
(vi) Post-Acquisition policies for treating and dealing with the Company’s employees, business partners,
and clients of the Company, and other stakeholders of the Company.
(vii) Specific measures to avoid any conflict of interest with other shareholders in the Company if suchconflict of interest were to arise.
(viii) Any other information that the Board of Directors reasonably considers necessary.
If it is determined that the Acquirer has commenced the Acquisition in a manner that is not in compliancewith the procedures set out in the Plan, the Board of Directors may immediately pass a resolution to
implement a gratis allotment of Share Options, except if there are special circumstances based on which theBoard of Directors is required to continue to request the Acquirer to submit Acquisition Documents andEssential Information and have discussions, negotiations, or the like with the Acquirer.
(c) Consideration of Acquisition Terms, Negotiation with the Acquirer, and Formulation of an Alternative
Proposal by the Board of Directors(i) Setting of Board of Directors Consideration Period, and Consideration, Negotiation, and Formulationof an Alternative Proposal by the Board of Directors
If the Board of Directors deems that the information, materials, or the like (including those additionally
requested) provided by the Acquirer is sufficient, it will, as a general rule, set a consideration period of
up to 60 days (if the Acquisition is an acquisition of all of the shares in the Company through a tender
offer solely in exchange for money (Japanese yen) as consideration, or a period of up to 90 days (in theevent of other Acquisitions) (the “Board of Directors Consideration Period”). However, in each case, theBoard of Directors may, if it determines necessary, extend the Board of Directors Consideration Period
to a reasonable extent necessary (but not exceeding 30 days) for taking actions such as the considerationof the terms of the Acquisition, discussion and negotiation with the Acquirer, and formulation of analternative proposal.
During the Board of Directors Consideration Period, the Board of Directors, while obtaining advice
from financial advisors, certified public accountants, lawyers, consultants, and other experts (“Outside
Experts”) as necessary, will consider the terms of the Acquisition by the Acquirer, compare and examine
management plans, business plans, and other policies for management by the Acquirer and the Board of
Directors, formulate an alternative plan to be presented by the Board of Directors, and conduct otheractions from the standpoint of ensuring and enhancing the corporate value of the Company and thecommon interests of its shareholders. Further, if it is necessary in order to improve the terms of theAcquisition from the standpoint of ensuring and enhancing the corporate value of the Company and thecommon interests of its shareholders, the Board of Directors will discuss and negotiate with the Acquirer
or present the alternative plan formulated by the Board of Directors to the Company’s shareholders, or
conduct similar actions.
- 30 -

If the Board of Directors requests the Acquirer to provide materials for consideration or any otherinformation, discuss and negotiate with the Board of Directors, or conduct other actions, the Acquirer
must promptly respond to such request.
(ii) Information Disclosure to Shareholders
The Company will promptly disclose information to shareholders on the fact that an Acquirer has
emerged, the fact that an Acquisition Document has been submitted by the Acquirer, the fact that theBoard of Directors Consideration Period has commenced, the fact that the Board of Director
Consideration Period has been extended (if applicable), the details of an alternative plan formulated andpresented by the Board of Directors (if any), an outline of Essential Information, and other matters thatthe Board of Directors determines appropriate.
(d) Consultation with the Independent Committee and Recommendations by the Independent Committee
During the Board of Directors Consideration Period, the Board of Directors shall consult with the
Independent Committee on whether it is appropriate to implement or not to implement a gratis allotment of
Share Options concurrently with its actions such as the consideration of the terms of the Acquisition,
discussion and negotiation with the Acquirer, and formulation of an alternative proposal described in (c)above. The Independent Committee will, if it is consulted by the Board of Directors, request the Board of
Directors to provide any information necessary for its consideration, and the Board of Directors shallpromptly respond to that request.
In order to ensure that the Independent Committee’s decision contributes to the Company’s corporate value
and the common interests of its shareholders, the Independent Committee may, at the cost of the Company,
obtain advice from independent Outside Experts.
If the Independent Committee makes a recommendation set out in (i) or (ii) below to the Board of Directors,
the Company will promptly disclose information on the fact that such recommendation has been made, theoutline of the recommendation, and other matters that the Board of Directors determines appropriate.
(i) If implementation of gratis allotment of Share Options is recommended
If the Acquirer does not comply with the procedures set out in the Plan or if, as a result of theconsideration of the terms of the Acquisition by the Acquirer, the Independent Committee determinesthat the Acquisition by the Acquirer falls under any of the requirements set out in (3) ‘Requirements for
Implementation of Gratis Allotment of Share Options’ below and it is reasonable to implement a gratis
allotment of Share Options, the Independent Committee will recommend the implementation of a gratis
allotment of Share Options to the Board of Directors.
However, even after the Independent Committee has already made a recommendation for the
implementation of the gratis allotment of Share Options, if the Independent Committee determines thateither of the events in (A) or (B) below applies, it may, during the period until the day immediately prior
to the Exercise Period Commencement Date for the Share Options (defined in (f) of (4) ‘Outline ofGratis Allotment of Share Options’ below; the same applies hereinafter), cancel the gratis allotment of
Share Options (if it is before the gratis allotment becoming effective) or make a new recommendationthat the Company will acquire the Share Options for no consideration (if it is after the gratis allotment
becoming effective).
(A) The Acquirer withdraws the Acquisition or the Acquisition otherwise ceases to exist after therecommendation.
(B) There has been a change or the like in the facts or other matters on which the recommendation
decision was made, and the Acquisition by the Acquirer does not fall under any of the requirements
set out in (3) ‘Requirements for Implementation of Gratis Allotment of Share Options’ below or,even if it does, it is not reasonable to implement a gratis allotment of Share Options or accept
exercise of Share Options.
Even if the Independent Committee determines that it is reasonable to implement a gratis allotment of
Share Options, if it also determines that it is reasonable to ask the shareholders to pass a resolution for
the implementation of a gratis allotment of Share Options at a general meeting of shareholders, it shallrecommend that the Board of Directors convene a general meeting of shareholders and refer a proposal
for the implementation of the gratis allotment of Share Options to the meeting.
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(ii) If non-implementation of gratis allotment of Share Options is recommended
If the Independent Committee, as a result of the consideration of the terms of the Acquisition by the
Acquirer, determines that the Acquisition by the Acquirer does not fall under any of the requirements set
out in (3) ‘Requirements for Implementation of Gratis Allotment of Share Options’ below or, even if it
does, it is not reasonable to implement a gratis allotment of Share Options, the Independent Committee
will recommend the non-implementation of the gratis allotment of Share Options to the Board of
Directors.
However, even after the Independent Committee has already made a recommendation for the nonimplementation of the gratis allotment of Share Options, if there is a change in the facts or other matterson which the decision on the recommendation was made and the Independent Committee determinesthat the Acquisition by the Acquirer falls under any of the requirements set out in (3) ‘Requirements for
Implementation of Gratis Allotment of Share Options’ below and it is reasonable to implement a gratis
allotment of Share Options, the Independent Committee may make a new decision, including a newrecommendation that the Company should implement the gratis allotment of Share Options, and makethat recommendation to the Board of Directors.
(e) Resolutions by the Board of Directors and Holding of General Meeting of Shareholders
The Board of Directors will promptly pass a resolution as an organization under the Companies Act relating
to the implementation or non-implementation of a gratis allotment of Share Options (including cancellationof a gratis allotment of Share Options) respecting to the maximum extent any recommendation made by the
Independent Committee set out in (2) (d) ‘Consultation with the Independent Committee andRecommendations by the Independent Committee’ above.
In addition, if the Board of Directors receives a recommendation from the Independent Committee that theBoard of Directors should convene a general meeting of shareholders to confirm the intent of shareholders
regarding the implementation of a gratis allotment of Share Options, the Board of Directors shall promptly
convene a general meeting of shareholders and refer a proposal for the implementation of the gratis
allotment of Share Options to the meeting so that it is able to hold a general meeting of shareholders in the
shortest period practically possible unless it is in practice extremely difficult to hold a general meeting ofshareholders. If the proposal for the implementation of the gratis allotment of Share Options is approved at
the general meeting of shareholders, the Board of Directors shall promptly pass a resolution for the
implementation of the gratis allotment of Share Options, and if the proposal for the implementation of thegratis allotment of Share Options is rejected at the general meeting of shareholders, the Board of Directors
shall promptly pass a resolution for the non-implementation of the gratis allotment of Share Options.
The Acquirer shall not effect the Acquisition until the Board of Directors passes a resolution for the
implementation or non-implementation of the gratis allotment of Share Options after the commencement of
the procedures under the Plan.
If the Board of Directors passes a resolution for the implementation or non-implementation of the gratis
allotment of Share Options or a resolution to convene a general meeting of shareholders described above, or
the general meeting of shareholders passes a resolution for the implementation of the gratis allotment of
Share Options, the Board of Directors will promptly disclose information on an outline of the resolutions
and other matters that the Board of Directors considers appropriate.
(3) Requirements for Implementation of Gratis Allotment of Share Options
The Company plans to implement a gratis allotment of Share Options if an Acquisition by an Acquirer falls
under any of the requirements set out below and it is determined reasonable to implement a gratis allotment of
Share Options, based on the resolution by the Board of Directors set out in (e) of (2) ‘Procedures for the Plan’
above. As set out in (d) of (2) ‘Procedures for the Plan’ above, a determination as to whether any of thefollowing requirements applies to an Acquisition and whether it is reasonable to implement a gratis allotmentof Share Options must be made through a recommendation by the Independent Committee.
(a) The Acquisition is not in compliance with the procedures for providing information set out in (b) of (2)‘Procedures for the Plan’ above or for securing the Board of Directors Consideration Period, or otherprocedures set out in the Plan.
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(b) The Acquisition threatens to cause obvious harm to the corporate value of the Company and the common
interests of its shareholders through any of the following acts or similar acts:(i) A buyout of share certificates, etc. to require such share certificates, etc. to be compulsorily purchasedby the Company at a high price.
(ii) Management that achieves an advantage for the Acquirer to the detriment of the Company, such as
temporary control of the Company’s management for the low-cost acquisition of the Company’s
material assets.
(iii) Diversion of the Company’s assets to secure or repay debts of the Acquirer or its group company.
(iv) Temporary control of the Company’s management to bring about the disposal of high-value assets thathave no current relevance to the Company’s business and declaring temporarily high dividends fromthe profits of the disposal, or selling the shares at a high price taking advantage of the opportunity
afforded by the sudden rise in share price created by the temporarily high dividends.
(v) An act such as an acquisition of the shares in the Company solely for the purpose of inflating the shareprice and forcing the Company’s stakeholders, etc. to buy the shares at a high price even though theAcquirer does not actually intend to participate in the Company’s management.
(c) The Acquisition threatens to effectively coerce shareholders into selling shares, such as a coercive twotiered tender offer (meaning an acquisition of shares including tender offers, in which no offer is made toacquire all shares in the initial acquisition, and acquisition terms for the second stage are set that are
unfavorable for shareholders or unclear).
(d) The Acquisition is to be conducted without providing a period that is reasonably necessary for the Boardof Directors to present an alternative proposal to the Acquisition.
(e) The Acquisition is to be conducted without providing the shareholders of the Company with sufficient
Essential Information or other information that is reasonably necessary for making a decision regarding
the terms of the Acquisitions.
(f) The terms of the Acquisition (including the amount and type of consideration, timeframe of theAcquisition, legality of the Acquisition method, feasibility of the Acquisition being effected, postAcquisition management policy and business plan, and policies for treating the Company’s othershareholders, employees, clients, business partners, and other stakeholders of the Company after theAcquisition) are inadequate or inappropriate in light of the Company’s intrinsic value.
(g) The Acquisition materially threatens to oppose the corporate value of the Company or the common
interests of shareholders, by ways such as damaging the Company’s technological development
capabilities, social credibility, or brand value, which are indispensable to the generation of the Company’s
corporate value.
(4) Outline of Gratis Allotment of Share Options
The following is an outline of the gratis allotment of Share Options to be implemented under the Plan.
(Please see Attachment 1 ‘Terms and Conditions for Gratis Allotment of Share Options’ for the details of
Share Options.)(a) Number of Share Options
The number of Share Options to be allotted upon implementation of a gratis allotment of Share Options is anumber to be separately determined in a resolution by the Board of Directors to the effect that it will
implement the gratis allotment of Share Options (the “Gratis Allotment Resolution”), which must not exceed
the number equivalent to twice as many as the most recent total number of issued shares in the Company(excluding the number of shares in the Company held by the Company at that time) on an allotment date (the“Allotment Date”) that is separately determined in the Gratis Allotment Resolution.
(b) Shareholders Eligible for Allotment
The Company will allot the Share Options for no consideration to shareholders, other than the Company,
who are stated or recorded in the Company’s most recent register of shareholders on the Allotment Date, atthe ratio of up to two Share Options, as separately determined in the Gratis Allotment Resolution, for eachshare in the Company held.

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(c) Effective Date of Gratis Allotment of Share Options
The effective date of the gratis allotment of Share Options will be separately determined in the Gratis
Allotment Resolution.
(d) Number of Shares to be Acquired upon Exercise of Share Options
The number of shares in the Company to be acquired upon exercise of each Share Option (Note 9) (theseshares constitute “book-entry transfer shares” provided for in Article 128.1 of the Act on Book-Entry
Transfer of Corporate Bonds and Shares, to which the provisions of the same Act apply) (the “Applicable
Number of Shares”) shall be one share, unless otherwise adjusted.
(e) Amount to be Contributed upon Exercise of Share Options
Contributions upon exercise of the Share Options are to be in cash, and the amount per share in the
Company to be contributed upon exercise of the Share Options will be an amount to be separately
determined in the Gratis Allotment Resolution, which must be within the range of no less than one yen andno more than an amount equivalent to half the market value per share in the Company. “Market value”
means the average closing price (including quotations) of the Company’s shares in regular trading on theTokyo Stock Exchange over a 90-day period (excluding dates on which no closing price exists) until the day
immediately prior to the Gratis Allotment Resolution, and any fraction less than one yen will be rounded up
to the nearest whole yen.
(f) Exercise Period of Share Options
The commencement date of the exercise period will be a date separately determined in the Gratis Allotment
Resolution (this commencement date of the exercise period is hereinafter referred to as the “Exercise Period
Commencement Date”), and the period will be a period from one month to three months long as separately
determined in the Gratis Allotment Resolution. However, if the Company acquires Share Options inaccordance with the provisions of (i) (ii) below, the exercise period of the Share Options so acquired will be
until the business day immediately prior to the acquisition date. In addition, if the last day of the exercise
period is a non-business day of the institution that handles payment of money to be paid upon the exercise of
the Share Options, the previous business day will be the last day of the exercise period.
(g) Conditions for Exercise of Share Options
As a general rule, the following parties may not exercise the Share Options (the parties falling under (I)through (VI) below shall collectively be referred to as “Non-Qualified Parties”):(I) Specified Large Holders (Note 10);(II) Joint holders of Specified Large Holders;(III) Specified Large Purchasers (Note 11);
(IV) Specially related parties of Specified Large Purchasers;(V) Any transferee of, or successor to, the Share Options of any party falling under (I) through (IV) without
the approval of the Board of Directors; or(VI) Any Affiliated Party (Note 12) of any party falling under (I) through (V).
Further, nonresidents of Japan who are required to follow certain procedures under applicable foreign laws
and ordinances to exercise the Share Options may not as a general rule exercise the Share Options (provided,
however, that some of the nonresidents, such as persons to whom exemption provisions of the applicableforeign laws and ordinances apply, may exercise the Share Options, and the Share Options held bynonresidents will be subject to acquisition by the Company in exchange for shares in the Company as set outin (i) (ii) below). Please see Attachment 1 ‘Terms and Conditions for Gratis Allotment of Share Options’ fordetails.
(h) Assignment of Share Options
Any acquisition of the Share Options by assignment requires the approval of the Board of Directors.
(i) Acquisition of Share Options by the Company(i) At any time on or before the date immediately prior to the Exercise Period Commencement Date, if theBoard of Directors deems that it is appropriate for the Company to acquire the Share Options, the- 34 -

Company may, on a day separately determined by the Board of Directors, acquire all of the Share
Options for no consideration.
(ii) On a date separately determined by the Board of Directors, the Company may acquire all of the Share
Options that have not been exercised before or on the business day immediately prior to such date
determined by the Board of Directors, that are held by parties other than Non-Qualified Parties (if any)
and, in exchange, deliver shares in the Company in the Applicable Number of Shares for each Share
Option. In addition, if, on or after the date upon which the acquisition takes place, the Board of
Directors recognizes the existence of any party holding Share Options other than Non-Qualified Parties,
the Company may, on a date determined by the Board of Directors that falls after the date upon which
the acquisition described above takes place, acquire all of the Share Options held by that party that havenot been exercised by or on the day immediately prior to such date determined by the Board of
Directors (if any) and, in exchange, deliver shares in the Company in the Applicable Number of Sharesfor each Share Option. The same will apply thereafter.
Please see Attachment 1 ‘Terms and Conditions for Gratis Allotment of Share Options’ for thedefinitions of the terms used above and details.
(5) Establishment of the Independent Committee
Upon the renewal by adopting the Plan, the Company will continue to have the Independent Committee thathas been established for the purpose of eliminating arbitrary decisions by the Board of Directors on matterssuch as the implementation or non-implementation of a gratis allotment of Share Options under the Plan andas an organization that makes objective decisions on the operation of the Plan for shareholders. If the renewal
by adopting the Plan is approved at this Ordinary General Meeting of Shareholders, the Independent
Committee after the renewal will be composed of three Outside Directors who are highly independent fromthe Company’s executive management team. Standards for the election of the members of the Independent
Committee, requirements for resolutions and matters to be resolved at the meetings of the Independent
Committee, and other related matters are described in Attachment 2 ‘Outline of the Rules of the Independent
Committee,’ and the profiles of the persons who are scheduled to assume office as the members of the
Independent Committee after the renewal by adopting the Plan are described in Attachment 3 ‘Names andProfiles of the Members of the Independent Committee.’
If any Acquisition were to be actually conducted, the Board of Directors shall pass a resolution as anorganization under the Companies Act by taking into consideration a recommendation by the Independent
Committee to the maximum extent as set out in (2) ‘Procedures for the Plan’ above.
(6) Effective Period and Abolition of and Amendment to the Plan
The effective period of the Plan (the “Effective Period”) will be the period until the conclusion of the ordinary
general meeting of shareholders relating to the last fiscal year ending within three years after the conclusion ofthis Ordinary General Meeting of Shareholders.
However, if, before the expiration of the Effective Period, (i) a general meeting of shareholders of theCompany resolves to abolish the Plan or (ii) the Board of Directors composed of Directors elected at a general
meeting of shareholders of the Company resolves to abolish the Plan, the Plan will be abolished at that time.
Further, the Board of Directors may revise or amend the Plan even during the Effective Period of the Plan, incases where the revision or amendment is not contrary to the purpose of the resolution of this Ordinary
General Meeting of Shareholders such as cases where any law, ordinance, or regulation or rule of a financial
instruments exchange or the like concerning the Plan is established, amended or abolished and it is appropriate
to reflect such establishment, amendment or abolition in the Plan, cases where it is appropriate to revise thewording for reasons such as typographical errors and omissions, and cases where the revision or amendment
does not cause any disadvantage to the Company’s shareholders, and subject to the approval of the
Independent Committee.
If the Plan is abolished, revised or amended, the Company will promptly disclose the fact that such abolition,
revision or amendment has taken place, and (in the event of a revision or amendment) the details of therevision, amendment and any other matters.

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(Reference)
The details of the Plan are set out in III. 2. above, but the impacts to shareholders and other stakeholders upon the
renewal by adopting the Plan and upon the gratis allotment of Share Options, and the decisions and reasoning by
the Board of Directors regarding the Plan, are as follows. Shareholders are therefore requested to approve this
Proposal after taking these matters into consideration.
Impact on Shareholders and Other Stakeholders(1) Impact on Shareholders and Investors Upon Renewal by Adopting the Plan
Upon the renewal by adopting the Plan, there will be no direct or material impact on shareholders andinvestors because no actual gratis allotment of Share Options will be implemented.
(2) Impact on Shareholders and Investors at the Time of Gratis Allotment of Share Options
If the Board of Directors resolves to make a gratis allotment of Share Options, the Company will allot Share
Options for no consideration to each shareholder as of the Allotment Date to be separately determined in theGratis Allotment Resolution at the ratio of up to two Share Options, as separately determined in the Gratis
Allotment Resolution, per share in the Company held by the shareholder. If any shareholder does not makepayment of money or otherwise follow procedures for the exercise of Share Options detailed in (b) of (3)‘Procedures that are Required to be Followed by Shareholders Due to Gratis Allotment of Share Options’below within the exercise period of the Share Options, shares in the Company held by that shareholder will be
diluted by the exercise of the Share Options by other shareholders. However, the Company may acquire Share
Options from shareholders other than Non-Qualified Parties and, in exchange, deliver shares in the Company
by the procedures set out in (c) of (3) ‘Procedures that are Required to be Followed by Shareholders Due toGratis Allotment of Share Options’ below. If the Company follows this acquisition process, the shareholders
other than the Non-Qualified Parties will receive shares in the Company without exercising the Share Options
or making payment of the amount of money equivalent to the exercise price of the Share Options, and, in thiscase, although the value per share in the Company held by each shareholder will be diluted, the economic
value of the shares in the Company held by all shareholders as a whole will not be diluted as a general rule.
In addition, even after the Board of Directors resolves to make a gratis allotment of Share Options, theCompany may, by respecting any recommendation of the Independent Committee described in (d) (i) of 2. (2)‘Procedures for the Plan’ above to the maximum extent, (i) (on or before the effective date of the gratis
allotment of Share Options) cancel the gratis allotment of Share Options, or (ii) (after the effective date of thegratis allotment of Share Options and until the day immediately prior to the Exercise Period Commencement
Date of the Share Options) acquire Share Options for no consideration. In such cases, no dilution of the value
per share in the Company will result, and it is possible that shareholders and investors who have sold, bought,
or otherwise traded the shares in the Company expecting to see such a dilution in the value per share in the
Company will suffer unexpected damage as a result of a fluctuation in the share price.
(3) Procedures that are Required to be Followed by Shareholders Due to Gratis Allotment of Share Options(a) Procedures for Gratis Allotment of Share Options
If the Board of Directors resolves to implement a gratis allotment of Share Options, the Company will give apublic notice regarding the Allotment Date for the gratis allotment of Share Options. In this case,shareholders who are stated or recorded in the Company’s most recent register of shareholders will become
share option holders as a matter of course on the effective date of the gratis allotment of Share Options, so
no procedures, such as applying for such gratis allotment, will be necessary.
(b) Procedures for Exercising Share Options
The Company will deliver, as a general rule, a written request for the exercise of the Share Options (in theform prescribed by the Company and containing necessary matters such as the terms and number of Share
Options for exercise and the exercise date for the Share Options, an account for transferring book-entry
transfer shares, as well as representations and warranties regarding matters such as that the shareholders are
not Non-Qualified Parties, indemnity clauses and other covenants) and other documents necessary for the
exercise of the Share Options to shareholders other than the Company who are stated or recorded in the
Company’s most recent register of shareholders on the Allotment Date. After the gratis allotment of Share
Options, the shareholders will be issued, as a general rule, one share in the Company in exchange for each- 36 -

Share Option after (i) submitting the written request for the exercise of the Share Options and othernecessary documents in the manner prescribed by the Company during the exercise period of Share Options
and before the acquisition of the Share Options by the Company taking effect, (ii) these documents arriving
at the location for accepting exercise requests for the Share Options, and (iii) paying, as a general rule, anamount of money equivalent to the exercise price to be separately determined in the Gratis Allotment
Resolution, which must be within the range of no less than one yen and no more than half the market value
per share in the Company, for each Share Option, at the location for accepting exercise requests for the
Share Options.
(c) Procedures for Acquisition of Share Options by the Company
If the Board of Directors determines to acquire Share Options, the Company will acquire the Share Optionsin accordance with the statutory procedures on the date separately determined by the Board of Directors.
If, in this case, the Company acquires the Share Options from the shareholders other than Non-Qualified
Parties and deliver shares in the Company in exchange for the Share Options, the shareholders concerned
will come to receive one share in the Company in principle as consideration for the acquisition by theCompany of those Share Options, without paying the amount equivalent to the exercise price. However, insuch case, the shareholders concerned will be separately requested to submit, in the form prescribed by theCompany, a document that contains necessary matters such as an account for transferring book-entry transfer
shares, representations and warranties regarding matters such as the fact that they are not Non-Qualified
Parties, indemnity clauses and other covenants.
In addition, the Company will disclose information to or notify all of its shareholders with respect to theparticulars of the allotment method, exercise method and method for acquisition by the Company in relation to
the Share Options after these matters are determined in the Gratis Allotment Resolution, so we request thatshareholders check these details at that time.
Decisions and Reasoning by the Board of Directors Regarding the Plan
1. Decisions and Reasoning Regarding the Special Measures to Realize the Basic Policy (measures set out in II.
above)As set out in II. above, the Company has implemented such measures for enhancing the corporate value andmeasures for its corporate governance practices as specific measures to continually and persistently enhance
the Company’s corporate value and the common interests of the Company’s shareholders, and these measures
will contribute to the realization of the Basic Policy.
Therefore, these measures comply with the Basic Policy and are consistent with the common interests of theCompany’s shareholders, and are not implemented for the purpose of maintaining the positions of corporate
officers of the Company.
2. Decisions and Reasoning Regarding the Measures to Prevent Decisions on the Company’s Financial andBusiness Policies from being Controlled by a Person Viewed as Inappropriate under the Basic Policy(measures set out in III. above)(1) The Plan is in Line with the Basic Policy
The Plan is a mechanism to maintain the corporate value of the Company and the common interests of its
shareholders by ensuring the necessary time and information is made available for the shareholders to decide
whether or not to accept the Acquisition of share certificates, etc. of the Company and for the Board of
Directors to present an alternative proposal to the shareholders, and by enabling the Board of Directors tohave discussions, negotiations, or the like with the Acquirer for the benefit of the shareholders when the
Acquisition is to be effected. As above, the Plan is in compliance with the Basic Policy.
(2) The Measures are not Detrimental to Common Interests of Shareholders and do not Aim to Maintain
Positions of Corporate Officers of the Company
For the following reasons, the Company believes that the measures to prevent control by a person viewed as
inappropriate under the Basic Policy would not be detrimental to the common interests of the Company’s
shareholders, and that the measures have not been implemented for the purpose of maintaining the positions ofcorporate officers of the Company.
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(a) Fully Satisfying Requirements of the Guidelines for Takeover Defense Measures
The Plan fully satisfies all of the three principles set out in the Guidelines Regarding Takeover Defense for
the Purposes of Protection and Enhancement of Corporate Value and Shareholders’ Common Interests
released by the Ministry of Economy, Trade and Industry and the Ministry of Justice on May 27, 2005.
(b) Placing High Value on Shareholders’ Intent (Resolution at General Meeting of Shareholders and Sunset
Clause)The renewal by adopting the Plan will be effected subject to shareholder approval at this Ordinary General
Meeting of Shareholders.
Further, as set out in III. 2. (6) ‘Effective Period and Abolition of and Amendment to the Plan’ above, thePlan is subject to a so-called sunset clause setting the Effective Period of approximately three years and if,even before the expiration of the Effective Period of the Plan, (i) a general meeting of shareholders of theCompany resolves to abolish the Plan or (ii) the Board of Directors composed of Directors elected at a
general meeting of shareholders of the Company resolves to abolish the Plan, the Plan will be abolished atthat time. In this regard, whether it is appropriate to continue to adopt the Plan depends on the intent of theCompany’s shareholders.
(c) Disclosure of Information and Emphasis on Decisions by Highly Independent Outside Parties
Upon the renewal by adopting the Plan, the Company will continue to have the Independent Committee inorder to eliminate arbitrary decisions by the Board of Directors and as a consultative body for the Board of
Directors, which should make objective decisions on the operation of the Plan for shareholders.
If an Acquisition of shares in the Company were to actually occur, the Independent Committee would, as set
out in III. 2. (2) ‘Procedures for the Plan’ above, and in accordance with the Rules of the Independent
Committee, make recommendations to the Board of Directors after considering matters such as whether or
not the Acquisition would have a detrimental effect on the corporate value of the Company and the common
interests of its shareholders. Then, the Board of Directors would, by taking into consideration thoserecommendations to the maximum extent, pass a resolution as an organization under the Companies Act.
In this way, the Independent Committee will strictly monitor any arbitrary actions by the Board of Directors,
and outlines of its decisions will be disclosed to the shareholders, thereby ensuring a structure under which
the Plan is operated in a transparent way so that it contributes to the corporate value of the Company and thecommon interests of its shareholders.
If the renewal by adopting the Plan is approved by this Ordinary General Meeting of Shareholders, theIndependent Committee after the renewal will be composed of three Outside Directors who are highly
independent from the Company’s executive management team. Standards for the election of the members of
the Independent Committee, requirements for resolutions and matters to be resolved at the meetings of the
Independent Committee, and other related matters are described in Attachment 2 ‘Outline of the Rules of the
Independent Committee,’ and the profiles of the persons who are scheduled to assume office as the membersof the Independent Committee after the renewal by adopting the Plan are described in Attachment 3 ‘Names
and Profiles of the Members of the Independent Committee.’(d) Establishment of Reasonable and Objective Requirements
As set out in III. 2. (3) ‘Requirements for Implementation of Gratis Allotment of Share Options’ above, theCompany believes that the Plan is established so that any gratis allotment of Share Options will not be
implemented unless the prescribed reasonable and specific objective requirements have been satisfied, andensures a structure to eliminate arbitrary implementation by the Board of Directors.
(e) Term of Office of the Company’s Directors (excluding Directors who are Audit & Supervisory Committee
Members) being Set at One Year
The Company has set the term of office of the Company’s Directors (excluding Directors who are Audit &Supervisory Committee Members) at one year, and this enables the Company to reflect the intent ofshareholders in the Plan through the annual election of the Company’s Directors (excluding Directors who
are Audit & Supervisory Committee Members) even during the effective period of the Plan.

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(f) Obtaining Advice of Outside Experts
As set out in (d) of III. 2. (2) ‘Consultation with the Independent Committee and Recommendations by the
Independent Committee’ above, if an Acquirer emerges, the Independent Committee may obtain the adviceof independent Outside Experts at the cost of the Company. This is a mechanism to even more securely
enhance the objectivity and fairness of the decisions made by the Independent Committee.
(g) No Dead-Hand or Slow-Hand Takeover Defense Measures
As stated in III. 2. (6) ‘Effective Period and Abolition of and Amendment to the Plan’ above, the Plan isdesigned with a framework under which it may be abolished by a person who acquires a large number ofshare certificates, etc. in the Company through the election at a general meeting of shareholders of Directors
nominated by that person and through a resolution of the Board of Directors attended by the so-elected
Directors. Therefore, the Plan is not a dead-hand takeover defense measure (a takeover defense measure inwhich even if a majority of the members of the Board of Directors are replaced, the triggering of themeasure cannot be stopped). Also, as the Company has not adopted a system of staggered terms of office,the Plan is not a slow-hand takeover defense measure either (a takeover defense measure in which triggering
takes more time to stop due to the fact that all members of the Board of Directors cannot be replaced atonce).
Notes:
Note 1:
Note 2:

Note 3:Note 4:Note 5:Note 6:Note 7:Note 8:Note 9:Note 10:Note 11:

Defined in Article 27-23.4 of the Financial Instruments and Exchange Act. The same applies
throughout this Proposal.
Including persons described as a holder under Article 27-23.3 of the Financial Instruments andExchange Act (including persons who are deemed to fall under the above by the Board of Directors).
The same applies throughout this Proposal.
Defined in Article 27-23.1 of the Financial Instruments and Exchange Act. The same applies
throughout this Proposal unless otherwise provided for.
Defined in Article 27-2.6 of the Financial Instruments and Exchange Act. The same applies throughout
this Proposal.
Defined in Article 27-2.8 of the Financial Instruments and Exchange Act. The same applies throughout
this Proposal.
Defined in Article 27-2.7 of the Financial Instruments and Exchange Act (including persons who are
deemed to fall under the above by the Board of Directors); provided, however, that persons provided
for in Article 3.2 of the Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share
Certificates, etc. by Person other than Issuer are excluded from the persons described in Article 27-2.7(i) of the Financial Instruments and Exchange Act. The same applies throughout this Proposal.
Defined in Article 27-2.1 of the Financial Instruments and Exchange Act.
Defined in Article 27-23.5 of the Financial Instruments and Exchange Act, including persons regarded
as a joint holder under Article 27-23.6 of the Financial Instruments and Exchange Act (including
persons who are deemed a joint holder by the Board of Directors). The same applies throughout this
Proposal.
Even if the Company becomes a “company with class shares” (Article 2, Item 13 of the CompaniesAct) in the future, (i) shares in the Company to be issued upon the exercise of Share Options and (ii)shares to be delivered in exchange for the acquisition of the Share Options are the same class of sharesas those that the Company has actually issued at the time of holding this Ordinary General Meeting of
Shareholders (i.e., shares of common stock).
“Specified Large Holder” means, in principle, a party who is deemed by the Board of Directors to be aholder of share certificates, etc. issued by the Company and whose holding ratio of share certificates,etc. in respect of such share certificates, etc. is at least 20%.
“Specified Large Purchaser” means, in principle, a person who is deemed by the Board of Directors to
be a person who makes a public announcement of purchase, etc. (as defined in Article 27-2.1 of the
Financial Instruments and Exchange Act; the same applies throughout this Note 11) of share certificates,etc. (as defined in Article 27-2.1 of the Financial Instruments and Exchange Act; the same applies
throughout this Note 11) issued by the Company through a tender offer and whose ratio of ownership ofshare certificates, etc. in respect of such share certificates, etc. owned by such person after such
- 39 -

Note 12:purchase, etc. (including similar ownership as prescribed in Article 7.1 of the Order for Enforcement of
the Financial Instruments and Exchange Act) is at least 20% when combined with the ratio ofownership of share certificates, etc. of a specially related party.
An “Affiliated Party” of a given party means a person who is deemed by the Board of Directors to be a
person who substantially controls, is controlled by, or is under common control with such given party(including any party who is deemed to fall under the above by the Board of Directors), or a party
deemed by the Board of Directors to act in concert with such given party. “Control” means to “control
the determination of the financial and business policies” (as defined in Article 3.3 of the Enforcement
Regulations of the Companies Act) of other corporations or entities.
---End---- 40 -

Attachment 1
Terms and Conditions for Gratis Allotment of Share Options
I.

Decisions on Matters Relating to Gratis Allotment of Share Options(1) Details and Number of Share Options
The details of share options to be allotted to each shareholder (individually and collectively, “Share Options”)
are based on the matters stated in II. below, and the number of Share Options to be allotted will be a number tobe separately determined in a resolution by the Board of Directors to the effect that it will implement the gratis
allotment of Share Options (the “Gratis Allotment Resolution”), which must not exceed a number equivalent
to twice as many as the most recent total number of issued shares in the Company (excluding the number ofshares in the Company held by the Company at that time) on an allotment date (the “Allotment Date”) that is
separately determined in the Gratis Allotment Resolution.
(2) Shareholders Eligible for Allotment
The Company will allot Share Options for no consideration to each shareholder, other than the Company, whois stated or recorded in the Company’s latest register of shareholders on the Allotment Date, at the ratio of up
to two Share Options, as separately determined in the Gratis Allotment Resolution, per share in the Company
held by the shareholder.
(3) Effective Date of Gratis Allotment of Share Options
The effective date of the gratis allotment of Share Options will be separately determined in the Gratis
Allotment Resolution.
II. Details of Share Options(1) Number of Shares to be Acquired upon Exercise of Share Options
1) The number of shares to be acquired upon exercise of each Share Option (the “Applicable Number of
Shares”) shall be one share. However, if the Company implements a share split or share consolidation, theApplicable Number of Shares will be adjusted in accordance with the following formula and any fraction
less than one share resulting from the adjustment will be rounded down, and no adjustment by money shallbe made.
Applicable Number of Shares after adjustment = Applicable Number of Shares before adjustment
× ratio of share split or consolidation
2) The Applicable Number of Shares after the adjustment will apply: (i) in the event of a share split, from andafter the day immediately following the record date for the share split; and (ii) in the event of a shareconsolidation, from and after the effective date of the share consolidation.
3) In addition to the provisions set out in 1) above, if the Company effects an act that causes or may cause achange in the total number of issued shares (excluding the number of shares in the Company held by theCompany) such as a gratis allotment of shares, merger, or company split, and an adjustment of the
Applicable Number of Shares is necessary, the Company will make a reasonable adjustment of the
Applicable Number of Shares after taking into consideration the conditions for and other matters relating
to the gratis allotment of shares, merger, company split, or other acts.
(2) Amount of Contributions upon Exercise of Share Options
1) Contributions upon exercise of the Share Options are to be in cash, and the amount is the Exercise Price(defined in 2) below) multiplied by the Applicable Number of Shares.
2) The amount per share in the Company to be contributed upon exercise of the Share Options (the “Exercise
Price”) will be an amount separately determined in the Gratis Allotment Resolution, which must be within
the range of no less than one yen and no more than an amount equivalent to half the market value per sharein the Company. “Market value” means the average closing price (including quotations) of the Company’s- 41 -

shares in regular trading on the Tokyo Stock Exchange over a 90-day period (excluding dates on which no
closing price exists) until the day immediately prior to the Gratis Allotment Resolution, and any fraction
less than one yen will be rounded up to the nearest whole yen.
(3) Exercise Period of Share Options
The commencement date of the exercise period will be a date separately determined in the Gratis Allotment
Resolution, and the period will be a period from one month to three months long as separately determined in
the Gratis Allotment Resolution. However, if the Company acquires Share Options in accordance with theprovisions of (7) 2) below, the exercise period of the Share Options so acquired will be until the business day
immediately prior to the acquisition date. In addition, if the last day of the exercise period is a non-business
day of the institution that handles payment of money to be paid upon the exercise of the Share Options, theprevious business day will be the last day of the exercise period.
(4) Conditions for Exercise of Share Options
1) The following parties may not exercise the Share Options (the parties falling under (i) through (vi) below
are collectively referred to as “Non-Qualified Parties”):(i) Specified Large Holders;(ii) Joint holders of Specified Large Holders;(iii) Specified Large Purchasers;(iv) Specially related parties of Specified Large Purchasers;(v) Any transferee of, or successor to, the Share Options of any party falling under (i) through (iv)without the approval of the Board of Directors; or(vi) Any Affiliated Party of any party falling under (i) through (v).
The terms used above are defined as follows:(i) “Specified Large Holder” means, in principle, a party who is a holder (including a party who is
included in holders under Article 27-23.3 the Financial Instruments and Exchange Act) of sharecertificates, etc. (as defined in Article 27-23.1 of the Financial Instruments and Exchange Act; thesame applies hereinafter unless otherwise prescribed), issued by the Company and whose holding
ratio of share certificates, etc. (as defined in Article 27-23.4 of the Financial Instruments andExchange Act) in respect of such share certificates, etc. is considered to be at least 20% by the Boardof Directors.
(ii) “Joint holder” means, in principle, a joint holder as defined in Article 27-23.5 of the Financial
Instruments and Exchange Act, including a party deemed a joint holder under Article 27-23.6 of the
Financial Instruments and Exchange Act (including a party who is considered to fall under the aboveby the Board of Directors).
(iii) “Specified Large Purchaser” means, in principle, a person who makes a public announcement ofpurchase, etc. (as defined in Article 27-2.1 of the Financial Instruments and Exchange Act; the same
applies in this (iii)) of share certificates, etc. (as defined in Article 27-2.1 of the Financial Instruments
and Exchange Act; the same applies throughout this (iii)) issued by the Company through a tender
offer (as defined in Article 27-2.6 of the Financial Instruments and Exchange Act) and whose ratio ofownership of share certificates, etc. (as defined in Article 27-2.8 of the Financial Instruments andExchange Act; the same applies hereinafter), in respect of such share certificates, etc., owned by such
person after such purchase, etc., (including similar ownership as prescribed in Article 7.1 of the Orderfor Enforcement of the Financial Instruments and Exchange Act) is considered by the Board of
Directors to be at least 20% when combined with the ratio of ownership of share certificates, etc., of a
specially related party.
(iv) “Specially related party” means, in principle, a specially related party as defined in Article 27-2.7 of
the Financial Instruments and Exchange Act (including a party who is considered to fall under theabove by the Board of Directors). However, parties provided for in Article 3.2 of the Cabinet Office
Order on Disclosure Required for Tender Offer for Share Certificates, etc. by Person other than Issuer
are excluded from the parties described in Article 27-2.7, Item (1) of the Financial Instruments andExchange Act.
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(v) An “Affiliated Party” of a given party means a person who is considered by the Board of Directors to
substantially control, be controlled by, or be under common control with such given party, or a party
deemed by the Board of Directors to act in concert with such given party. “Control” means to “control
the determination of the financial and business policies” (as defined in Article 3.3 of the Ordinancefor Enforcement of the Companies Act) of other corporations or entities.
2) Notwithstanding 1) above, the parties listed in (i) through (iv) below are not Specified Large Holder orSpecified Large Purchaser:(i) the Company, its subsidiaries (as defined in Article 8.3 of the Regulations concerning Terminology,
Forms and Method of Preparation of Financial Statements, etc.) or its affiliates (as defined in Article
8.5 of the Regulations concerning Terminology, Forms and Method of Preparation of Financial
Statements, etc.);(ii) a party that the Board of Directors recognizes as a party that became a Specified Large Holder as set
forth in 1) (i) above with no intention to control the Company and that ceased to be a Specific Large
Holder as set forth in 1) (i) above due to a disposal of the share certificates, etc. of the Company held
within ten (10) days after becoming a Specific Large Holder as set forth in 1) (i) above (provided,
however, that the ten (10) day period may be extended by the Board of Directors);(iii) a party that the Board of Directors recognizes as a party that involuntarily became a Specific Large
Holder as set forth in 1) (i) above by the Company acquiring treasury stock or for any other reason(excluding cases where the party thereafter newly acquires the Company’s share certificates, etc. at its
own discretion); or(iv) a party that the Board of Directors recognizes as a party whose acquisition or holding of sharecertificates, etc. of the Company is not contrary to the Company’s corporate value or the common
interests of shareholders. (The Board of Directors may separately recognize that a party that it hasrecognized as a Non-Qualified Party is not contrary to the Company’s corporate value or the common
interests of shareholders. If the Board of Directors determines that an acquisition or holding is notcontrary to the Company’s corporate value or common interests of shareholders under certain
conditions, such recognition will be effective to the extent that these conditions are satisfied).
3) Under the applicable foreign laws and ordinances, if a party located within a jurisdiction of such laws andordinances is required for the purposes of exercising the Share Options to (i) perform certain procedures,(ii) satisfy certain conditions (including prohibition of exercise for a certain period of time or submissionof specified documents), or (iii) both perform such procedures and satisfy such conditions (collectively, the“Governing Law Exercise Procedures and Conditions”), such party may exercise the Share Options only if
the Board of Directors recognizes that it has fully performed or satisfied the Governing Law Exercise
Procedures and Conditions, and such party may not exercise the Share Options if the Board of Directors
does not recognize that it has performed or satisfied the Governing Law Exercise Procedures andConditions. The Company shall bear no obligation to implement or satisfy any Governing Law Exercise
Procedures and Conditions which are required in order for the party located in such jurisdiction to exercise
the Share Options. In addition, if a party located in such jurisdiction is not permitted to exercise the Share
Options under such laws and ordinances, the party located in such jurisdiction may not exercise the Share
Options.
4) Notwithstanding 3) above, a party located in the United States may exercise the Share Options, only if (i)such party represents and warrants that it is an accredited investor as defined in Rule 501 (a) of the U.S.
Securities Act of 1933, and (ii) such party covenants to resell the shares of the Company to be acquired
upon exercise of the Share Options held by such party only through a regular transaction at the Tokyo
Stock Exchange (not on the basis of any previous arrangements and without previous solicitation). In suchcase only, the Company shall perform or satisfy the Regulation D of the U.S. Securities Act of 1933 andthe Governing Law Exercise Procedures and Conditions under applicable U.S. state laws that are required
to be performed or satisfied by the Company for exercise of the Share Options by a party located in the
United States. A party located in the United States shall not exercise the Share Options if the Board of
Directors determines that such party is not permitted to legally exercise the Share Options under the U.S.
- 43 -

Securities Act due to a change in the law of the United States or some other reason, even though such party
satisfies the conditions as described in (i) and (ii) above.
5) A holder of the Share Options may exercise the Share Options only if the holder submits to the Company awritten statement in which the holder undertakes representations and warranties, including, but not limited
to, the fact that the holder is not a Non-Qualified Party, nor a party that has any intention to exercise theShare Options on behalf of a Non-Qualified Party and that the holder has satisfied the conditions for the
exercise of the Share Options, provisions for indemnification and other matters prescribed by the Company
and any written statement required under the laws and ordinances.
6) Even if a holder of the Share Options is unable to exercise the Share Options in accordance with theprovisions of this section (4), the Company shall not be liable to such holder of the Share Options fordamages or any other obligations.
(5) Capital and Capital Reserve to Be Increased Upon Issuance of Shares by Exercise of Share Options
The capital and capital reserve to be increased upon issuance of shares by exercise of the Share Options shallbe the amount separately determined in the Gratis Allotment Resolution.
(6) Restriction on Assignment of Share Options
1) Any acquisition of the Share Options by assignment requires the approval of the Board of Directors.
2) If a party who intends to assign the Share Options is located outside Japan and is unable to exercise theShare Options in accordance with the provisions of sections (4) 3) and (4) 4) (excluding a Non-Qualified
Party), then the Board of Directors shall determine if it gives such approval as described in section (1)above considering the following matters:(i) whether or not a written undertaking prepared and signed or sealed by the transferor and transferee(including provisions for representations and warranties with respect to the matters described in (ii),(iii) and (iv), provisions for indemnification, and provisions for penalties) is submitted with respect tothe acquisition by assignment of all or part of the Share Options by a person located in suchjurisdiction;(ii) whether or not it is clear that the transferor and transferee are not Non-Qualified Parties;(iii) whether or not it is clear that the transferee is not located in such jurisdiction and does not intend toaccept the Share Options for a party located in such jurisdiction;(iv) whether or not it is clear that the transferee does not intend to accept the Share Options for a NonQualified Party.
(7) Acquisition of Share Options by the Company
1) At any time on or before the date immediately prior to the first date of the exercise period of Share Options,
if the Board of Directors deems that it is appropriate for the Company to acquire the Share Options, theCompany may, on a date separately determined by the Board of Directors, acquire all of the Share Options
for no consideration.
2) On a date separately determined by the Board of Directors, the Company may acquire all of the Share
Options that are held by parties other than Non-Qualified Parties that have not been exercised by thebusiness day immediately prior to that date determined by the Board of Directors and, in exchange, deliver
shares in the Company in the number equivalent to the Applicable Number of Shares for each Share
Option. Further, if, on or after the date upon which the acquisition takes place, the Board of Directors
recognizes the existence of a party who is a holder of the Share Options and who is a party other than a
Non-Qualified Party, the Company may, on a date that is after the date upon which the acquisition
described above takes place and is determined by the Board of Directors, acquire all of the Share Options
held by that party that have not been exercised by the day immediately prior to that date determined by the
Board of Directors and, in exchange, deliver shares of the Company in the number of the Applicable
Number of Shares for every one Share Option. The same will apply thereafter.

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(8) Delivery of the Share Options and the Conditions Thereof in the Case of Merger (Only in the Case Where theCompany is Extinguished by the Merger), Absorption-Type Company Split, Incorporation-Type Company
Split, Share Exchange, or Share Transfer
The delivery of the Share Options and the conditions thereof in the case of merger (only in the case where theCompany is extinguished by the merger), absorption-type company split, incorporation-type company split,
share exchange, or share transfer will be separately determined in the Gratis Allotment Resolution.
(9) Issuance of Certificates of Share Options
No certificates of Share Options will be issued.
(10) Revision Due to Amendment to Laws and Ordinances
The provisions of the laws and ordinances referred to above are those in force as of May 13, 2021. If themeanings of the provisions or terms as set forth in each item above require revision due to the enactment,
amendment or abolishment of laws and ordinances after May 13, 2021, the Board of Directors may differently
read the meanings of the provisions or terms as set forth in each item above to the reasonable extent as
required, taking into consideration the purposes of such enactment, amendment or abolishment.
---End---- 45 -

Attachment 2
Outline of the Rules of the Independent Committee
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The Independent Committee shall be established by resolution of the Board of Directors.
There shall be no less than three members of the Independent Committee who are (i) Outside Directors of theCompany or (ii) other outside experts elected by the Board of Directors and independent from the
management that executes the business of the Company. However, such experts must be experienced
corporate managers, parties with knowledge of the investment banking industry or the business areas engaged
in by the Company, lawyers, certified public accountants, researchers whose research focuses on the
Companies Act or the like, or parties of similar qualifications, and must have executed with the Company anagreement separately specified by the Board of Directors that contains a provision obligating them to exercise
the duty of care of a good manager or similar provision.
Unless otherwise determined by a resolution of the Board of Directors, the term of office of members of the
Independent Committee will be until the conclusion of the ordinary general meeting of shareholders relating
to the final fiscal year ending within three years after the conclusion of this Ordinary General Meeting of
Shareholders. If a member of the Independent Committee who is an Outside Director ceases to be a Director(excluding the case where such member is reappointed as a Director), his or her term of office as a member of
the Independent Committee will expire at the same time.
The Independent Committee shall make decisions on the matters listed below and make recommendations to
the Board of Directors containing the details of and reasons for the recommendation. Respecting such
recommendations of the Independent Committee to the maximum extent, the Board of Directors shall makeresolutions on the implementation or non-implementation of the gratis allotment of Share Options as anorganization under the Companies Act (however, if the proposal regarding the implementation of the gratis
allotment of Share Options is submitted to the Company’s shareholders meeting, the Board of Directors shallbe subject to the resolution of such shareholders meeting). Each member of the Independent Committee andeach Director of the Company must make such decisions solely with a view to whether or not the corporate
value of the Company and the common interests of its shareholders will be enhanced, and they must not serve
the purpose of their own interests or those of the management of the Company.
(a) The implementation or non-implementation of the gratis allotment of Share Options (including
submission of a proposal regarding the implementation of the gratis allotment of Share Options to theCompany’s shareholders meeting).
(b) The cancellation of the gratis allotment of Share Options or the gratis acquisition of Share Options.
(c) Any other matters that are for determination by the Board of Directors in respect to which it has
consulted the Independent Committee.
In addition to the matters prescribed above, the Independent Committee shall conduct the matters listed below.
(a) Collection of the information necessary for the determination as described above, and requests to theBoard of Directors for relevant materials.
(b) Examination and consideration of the terms of the Acquirer’s Acquisitions.
(c) Approval of revision or amendment of the Plan.
(d) Any other matters that the Plan prescribes that the Independent Committee may conduct.
(e) Any matters that the Board of Directors separately determines that the Independent Committee may
conduct.
The Independent Committee may, in order to collect necessary information, request the Company’s Directors,
employees or other persons whom the Independent Committee considers necessary, to attend a meeting of the
Independent Committee, and to explain the matters requested by the Independent Committee.
The Independent Committee may, at the Company’s expense, obtain the advice of independent third parties(including financial advisers, certified public accountants, lawyers, consultants and other experts) and conduct
similar actions.
Each member of the Independent Committee may convene a meeting of the Independent Committee at thetime of the Acquisition or at any other times.
A resolution may pass with a majority of the members present provided that a majority of the members of the
Independent Committee are in attendance.
---End--- 46 -

Attachment 3
Names and Profiles of the Members of the Independent Committee
The following three persons will be the initial members of the Independent Committee after the renewal byadopting the Plan.
Name:

Yoshio Takeyama(Candidate for Outside Director)
Career summary:
Apr. 1977
Joined The Dai-ichi Mutual Life Insurance Company (currently
The Dai-ichi Life Insurance Company, Limited)
Apr. 2007
Executive Officer, General Manager, IT Planning Department of
The Dai-ichi Mutual Life Insurance Company
Apr. 2009Managing Executive Officer, General Manager, IT Planning
Department of The Dai-ichi Mutual Life Insurance Company
June 2009
Director, Managing Executive Officer of The Dai-ichi Mutual Life
Insurance Company
July 2010
Director, Managing Executive Officer, General Manager, Insurance
Claim Department of The Dai-ichi Life Insurance Company,
LimitedApr. 2011
Director, Managing Executive Officer of The Dai-ichi Life
Insurance Company, Limited
Apr. 2013
Managing Executive Officer of The Dai-ichi Life Insurance
Company, Limited
June 2013
President and Representative Director of The Dai-ichi Life
Information Systems Co., Ltd.
Apr. 2015
Chairman and Representative Director of The Dai-ichi Life
Information Systems Co., Ltd.
June 2015
Outside Audit & Supervisory Board Member of the Company
June 2019
Relinquished position of Chairman and Representative Director of
The Dai-ichi Life Information Systems Co., Ltd.
June 2019
Relinquished position of Outside Audit & Supervisory Board
Member of the Company
June 2019
Outside Director of the Company (current post)
June 2020
Outside Director of XNET Corporation (current post)
The Company has submitted notification to the Tokyo Stock Exchange concerning appointment of Mr.
Takeyama as an Independent Director/Auditor of the Company.
Name:
Career summary:

Akira Yamada(Candidate for Outside Director who is Audit & Supervisory Committee Member)
Apr. 1986
Registered as attorney-at-law
Joined Miyake, Hatasawa & Yamazaki
Sep. 1990
Joined Winthrop, Stimson, Putnam & Roberts
June 1991
Admitted to the New York bar
Jan. 1992
Partner, Miyake & Yamazaki (currently Miyake & Partners)
Mar. 1994
Resident Partner, Bangkok Office of Miyake & YamazakiAug. 1997
Tokyo Office of Miyake & Yamazaki
June 2006
Outside Audit and Supervisory Board Member, Hirata Corporation
Nov. 2009
Outside Audit & Supervisory Board Member, Solar Frontier K.K.
June 2015
Outside Audit & Supervisory Board Member of the Company(current post)
Dec. 2015
Representative Member of Three Fields Limited Liability
Company (current post)- 47 -

Dec. 2016

Outside Director (Audit & Supervisory Committee Member) of
amifa Co., Ltd. (current post)
Jan. 2017
Of Counsel, Miyake, Ushijima & Imamura (currently Miyake &Partners)
June 2018
Outside Statutory Auditor of Brother Industries, Ltd. (current post)
The Company has submitted notification to the Tokyo Stock Exchange concerning appointment of Mr.
Yamada as an Independent Director/Auditor of the Company.
Name:

Keiko Yamagami(Candidate for Outside Director who is Audit & Supervisory Committee Member)
Career summary:
Apr. 1987
Public Prosecutor, Yokohama District Public Prosecutors Office
Apr. 2002
Coordinator, Legislative Division, Criminal Affairs Bureau, Ministryof JusticeJan. 2005
Counsellor, Criminal Affairs Bureau, Ministry of JusticeAug. 2005
Public Prosecutor, Supreme Public Prosecutors Office
Aug. 2007
Deputy Director, Public Safety Department, Tokyo District Public
Prosecutors Office
July 2008
Deputy Director, Trial Department, Tokyo District Public Prosecutors
OfficeApr. 2009
Director, Trial Department, Yokohama District Public Prosecutors
OfficeApr. 2010
Registered as attorney-at-law
Member of Tokyo Seiwa Sogo Law Office (current post)
June 2017
Outside Director of Astellas Pharma Inc.
June 2019
Outside Audit & Supervisory Board Member of the Company(current post)
June 2021
Outside Director of Astellas Pharma Inc. (scheduled to relinquish)
The Company has submitted notification to the Tokyo Stock Exchange concerning appointment of Ms.
Yamagami as an Independent Director/Auditor of the Company.
---End---- 48 -