This document has been translated from a part of the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
Securities Code: 7259
May 28, 2024

To Those Shareholders with Voting Rights

Moritaka Yoshida
President
AISIN CORPORATION
1, Asahi-machi 2-chome, Kariya-shi
Aichi, JapanNOTICE OF THE 101st ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 101st Ordinary General Meeting of Shareholders of AISINCORPORATION (hereinafter, the “Company”). Please access the websites listed below to confirm thedetails. The meeting will be held as described below.
When convening this Ordinary General Meeting of Shareholders, the Company will provide informationthat constitutes the content of reference documents for the general meeting of shareholders, etc. inelectronic format.
This information can be found on the following websites.
The Company’s website:
https://www.aisin.com/jp/investors/report/ (in Japanese)
Tokyo Stock Exchange (TSE) website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Access the TSE website by using the internet address shown above, enter “AISIN Corporation” in “Issue
name (company name)” or the Company’s securities code “7259” in “Code,” and click “Search.” Then, click“Basic information” and select “Documents for public inspection/PR information.” Under “Filed information
available for public inspection,” click “Click here for access” under “[Notice of General Shareholders
Meeting /Informational Materials for a General Shareholders Meeting].”)If you are unable to attend the meeting, you can exercise your voting rights by mailing the enclosed Voting
Rights Exercise Form or via the Internet. Please review the Reference Documents for the General Meetingof Shareholders (pages 3 through 18), and exercise your voting rights no later than 5:30 p.m. on Tuesday,June 18, 2024.
1. Date and Time:

Wednesday, June 19, 2024 at 10:00 a.m.

2. Place:

The Company’s KYODOKAN Hall
36, Hachiken-cho 2-chome, Kariya-shi, Aichi

3. Agenda of the Meeting:
Matters to be reported: The Business Report, the Financial Statements, the Consolidated Financial
Statements, and the audit results of the Consolidated Financial Statements by the
Accounting Auditor and the Audit & Supervisory Board for the 101st Fiscal
Term (from April 1, 2023 to March 31, 2024).

-1-

Proposals to be resolved:
Proposal No. 1: Election of Eight Directors
Proposal No. 2: Election of One Substitute Audit & Supervisory Board Member
Proposal No. 3: Revision of Remuneration for Granting Restricted Stock to Directors (Excluding
Outside Directors)-2-

Reference Documents for the General Meeting of Shareholders
Proposals and references
Proposal No. 1: Election of Eight Directors
The term of office for all of eight Directors of the Company will expire at the closing of this General
Meeting of Shareholders. Accordingly, the Company proposes the election of eight Directors including four
Outside Directors.
The candidates for Directors are as follows:
Candidate
No.

Name

Current Positionat the Company

Responsibilities at the Company

Attributes of the
Candidate

1

Moritaka Yoshida

President–

Reelected

2

Shintaro Ito

Director

Chief Administrative Officer, Executive
Vice President, and in charge of Internal
Audit Department

Reelected

3

Yoshihisa Yamamoto

Director

Chief Technology Strategy Officer,
Executive General Manager of ProductDevelopment Center

Reelected
Reelected

4Michiyo Hamada

Outside Director–

Outside Director
Independent Director
Female Director
Reelected

5

Seiichi Shin

Outside Director–

Outside Director
Independent Director

6

Koji Kobayashi

Outside Director–

Reelected
Outside Director
Reelected

7

Tsuguhiko Hoshino

Outside Director–

Outside Director
Independent Director

8Masahiro Nishikawa

Executive
Officer

Chief Carbon Neutral Officer, Executive
General Manager of Carbon Neutral
Promotion Center

Reelected: Candidate for Director to be reelected
Newly elected: Candidate for New Director
Outside Director: Candidate for Outside Director
Independent Director: Candidate for Independent Director as specified by Tokyo Stock Exchange, Inc.
Female Director: Female candidate for Director-3-

Newly elected

Candidate
No.

Name

Career summary
April 1980

Joined Toyota Motor Co., Ltd.

June 2009Managing Officer of Toyota Motor Corporation

April 2014

Senior Managing Officer of Toyota Motor Corporation

January 2018

Executive Vice President of Toyota Motor Corporation

June 2020

Chairman of TOYOTA CENTRAL R&D LABS., INC.

June 2021

President and Executive President of the Company (to present)

Current Position at the Company:

Responsibilities at the Company:

President–

The reasons why the Company elects him as a candidate for Director:

1

Moritaka Yoshida
Reelected

Mr. Moritaka Yoshida has an extensive career including as President of the Mid-size
Vehicle Company and the head of the Vehicle Development Center while serving as
Executive Vice President at Toyota Motor Corporation, and has experience as amanagement executive at TOYOTA CENTRAL R&D LABS., INC. He has been
engaged in the Company’s management as President of the Company (to present) since2021. He is recommended for the position of Director as he is expected to make use of
his extensive experience and wide-ranging insights into overall corporate management
for the management of the Company.
Date of birth:

Special interest relationship with the Company:

July 12,1957 (66 years old)–

Important concurrent position:

Number of shares of the Company held:

Outside Director of EXEDY Corporation

22,500 shares

Number of years since the candidate
assumed the office of Director:

Attendance to Board of Directors’Meetings:

3 years (at the closing of this General
Meeting of Shareholders)

13/13 (100.0%)-4-

Candidate
No.

2

Name

Shintaro Ito
Reelected

Career summary
April 1983

Joined Aisin Seiki Co., Ltd.

June 2010

Managing Officer of Aisin Seiki Co., Ltd.

April 2017

Senior Managing Officer of Aisin Seiki Co., Ltd.

April 2019

Executive Officer of Aisin Seiki Co., Ltd.

April 2021

Executive Vice President of the Company

June 2021

Director of the Company(to present)

April 2022

Executive Officer of the Company(to present)

Current Position at the Company:

Responsibilities at the Company:

Director

Chief Administrative Officer, Executive
Vice President, and in charge of Internal
Audit Department

The reasons why the Company elects him as a candidate for Director:
Mr. Shintaro Ito worked primarily in the Managerial Administration Sector at theCompany and has management experience serving as top management of a Group
company overseas. Since 2021, he has been engaged in the Company’s management,
serving as Director and Executive Vice President, and is presently Director andExecutive Officer (to present), and Chief Administrative Officer and Executive Vice
President of the Company. He is recommended for the position of Director as he isexpected to make use of his extensive experience and wide-ranging insights into overall
corporate management for the management of the Company.
Date of birth:

Special interest relationship with the Company:

March 19, 1961 (63 years old)–

Important concurrent position:

Number of shares of the Company held:

Outside Corporate Auditor of EXEDY
Corporation

21,400 shares

Number of years since the candidate
assumed the office of Director:

Attendance to Board of Directors’Meetings:

3 years (at the closing of this General
Meeting of Shareholders)

13/13 (100.0%)-5-Candidate
No.

3

Name

Yoshihisa Yamamoto
Reelected

Career summary
April 1989

Joined Aisin AW Co., Ltd.

April 2015

Executive Officer of Aisin AW Co., Ltd.

April 2020

Senior Managing Officer of Aisin AW Co., Ltd.

April 2021

Executive Vice President of the Company

April 2022

Executive Officer of the Company(to present)

June 2022

Director of the Company(to present)

Current Position at the Company:

Responsibilities at the Company:

Director

Chief Technology Strategy Officer,
Executive General Manager of ProductDevelopment Center

The reasons why the Company elects him as a candidate for Director:
Mr. Yoshihisa Yamamoto worked primarily in the technology development field ofPowertrain at the Company. Since 2021 he has served as Executive Vice President of theCompany and is presently Director, Executive Officer (current position), as well as Chief
Technology Strategy Officer, engaged in the Company’s management. He is
recommended for the position of Director as he is expected to make use of his extensive
experience and wide-ranging insights concerning overall management and thetechnological development strategy of the Company.
Date of birth:

Special interest relationship with the Company:

December 17, 1964 (59 years old)–

Important concurrent position:

Number of shares of the Company held:–

7,900 shares

Number of years since the candidate
assumed the office of Director:

Attendance to Board of Directors’Meetings:

2 years (at the closing of this General
Meeting of Shareholders)

13/13 (100.0%)-6-

Candidate
No.

Name

Michiyo Hamada
4

Career summary
April 1974

Associate Professor at School of Law, Nagoya University

April 1985

Professor at Nagoya University

June 2004

Audit & Supervisory Board Member of Aisin Seiki Co., Ltd.

April 2008

President of Nagoya University Graduate School of Law

April 2009

Commissioner of Japan Fair Trade Commission

April 2009

Professor Emeritus at Nagoya University(to present)

June 2014

Outside Corporate Auditor of TOHO GAS Co., Ltd.

June 2014

Outside Corporate Auditor of the Metropolitan Expressway Company
LimitedJune 2015

Outside Director of Sangetsu Corporation(to present)

June 2016

Director of Aisin Seiki Co., Ltd.

June 2020

Outside Director of TOHO GAS Co., Ltd.
(to present)

June 2021

Director of the Company(to present)

Current Position at the Company:
Responsibilities at the Company:
Reelected
OutsideDirector–
Outside Director
Independent Director The reasons why the Company elects her as a candidate for Outside Director andFemale Director
overview of her expected role:
Ms. Michiyo Hamada has an extensive career including Professor at School of Law,
Nagoya University, Commissioner of the Japan Fair Trade Commission, Outside Officer
of other companies, etc., and has a high degree of expertise concerning the Companies
Act and the Antimonopoly Act accumulated throughout her career. She is recommended
as Outside Director of the Company as she is expected to make use of her expertise andbroad experience concerning corporate governance to provide supervision of Company
operations from a legal standpoint and independent position, as well as advice andopinions related to corporate governance.
Date of birth:

Special interest relationship with the Company:

November 25, 1947 (76 years old)–

Important concurrent position:

Number of shares of the Company held:

Outside Director of TOHO GAS Co., Ltd.
Outside Director of Sangetsu Corporation

3,800 shares

Number of years since the candidate
assumed the office of Director:

Attendance to Board of Directors’Meetings:

8 years (at the closing of this General
Meeting of Shareholders)

13/13 (100.0%)-7-

Candidate
No.

Name

Career summary
May 1988

Associate Professor at Institute of Information Sciences andElectronics, University of Tsukuba

April 1992

Associate Professor at Faculty of Engineering, University of Tokyo

April 1995

Associate Professor at Graduate School of Engineering, University ofTokyo

April 1998

Associate Professor at Engineering Research Institute, School ofEngineering, University of Tokyo

March 2001

Director, The Society of Instrument and Control Engineers

April 2006

Professor at Faculty of Informatics and Engineering, University ofElectro-Communications

March 2012

Director and Vice President, The Society of Instrument and Control
Engineers
President, Control System Security Center

March 2013

Director and President, The Society of Instrument and Control
Engineers

April 2015

Professor at Faculty of Informatics and Engineering, University ofElectro-Communications

April 2018

Dean of Faculty of Informatics and Engineering, University of ElectroCommunications

April 2020

Professor Emeritus at University of Electro-Communications(to present)

Seiichi Shin

5

October 2020
Reelected
Outside Director
Independent Director June 2021

Director, Advanced Research Laboratory, Canon Medical Systems
Corporation(to present)
Director of the Company (to present)

Current Position at the Company:

Responsibilities at the Company:

Outside Director–

The reasons why the Company elects him as a candidate for Outside Director andoverview of his expected role:
Mr. Seiichi Shin has held positions including Professor at Faculty of Informatics andEngineering, University of Electro-Communications. He is recommended for the
position of Outside Director as he is expected to make use of his high level of expertisecentered on measurement engineering and control engineering and his wide-ranging
insight developed over his career to provide supervision from an independent standpoint,
as well as a wide range of advice and opinions, centered on technology development at
the Company.
Date of birth:

Special interest relationship with the Company:

May 8, 1954 (70 years old)–

Important concurrent position:

Number of shares of the Company held:

Director, Advanced Research Laboratory,
Canon Medical Systems Corporation

1,200 shares

Number of years since the candidate
assumed the office of Director:

Attendance to Board of Directors’Meetings:

3 years (at the closing of this General
Meeting of Shareholders)

13/13 (100.0%)-8-

Candidate
No.

Name

Koji Kobayashi
6

Reelected
Outside Director

Career summary
April 1972

Joined Toyota Motor Co., Ltd.

June 2004

Managing Officer of Denso Corporation

June 2015

Vice Chairman and Member of the Board of Denso Corporation

February 2016

Advisor of Toyota Motor Corporation

January 2018

Executive Vice President of Toyota Motor Corporation

January 2018

Member of the Board of Denso Corporation

June 2018

Executive Vice President and Member of the Board of Directors(Representative Director) of Toyota Motor Corporation

June 2021

Director of the Company(to present)

April 2023

“Banto” and Executive Fellow of Toyota Motor Corporation(to present)

Current Position at the Company:

Responsibilities at the Company:

Outside Director–

The reasons why the Company elects him as a candidate for Outside Director andoverview of his expected role:
Mr. Koji Kobayashi is recommended for the position of Outside Director as he isexpected to make use of his extensive experience and wide-ranging expertise as amanagement executive over many years at Toyota Motor Corporation and othercompanies in the automobile industry in order to provide advice and opinions from a
broad perspective to the management of the Company.
Date of birth:

Special interest relationship with the Company:

October 23, 1948 (75 years old)–

Important concurrent position:

Number of shares of the Company held:“Banto” and Executive Fellow of Toyota
Motor Corporation

0 shares

Number of years since the candidate
assumed the office of Director:

Attendance to Board of Directors’Meetings:

3 years (at the closing of this General
Meeting of Shareholders)

13/13 (100.0%)-9-

Candidate
No.

Name

Tsuguhiko Hoshino
7

Career summary
April 1983

Joined the Ministry of FinanceJuly 2011

Deputy Director General of the Minister’s Secretariat, Ministry of
Finance

July 2015

First Deputy Commissioner, National Tax Agency

June 2016

Director General of the Tax Bureau, Ministry of FinanceJuly 2019

Commissioner, National Tax Agency

June 2021

Outside Director of Tokyu Fudosan Holdings Corporation(to present)

June 2021

Board Member (Vice Chairman) of The General Insurance Associationof Japan(to present)

June 2023

Director of the Company (to present)

Current Position at the Company:

Responsibilities at the Company:

Outside Director–

The reasons why the Company elects him as a candidate for Outside Director andoverview of his expected role:

Mr. Tsuguhiko Hoshino has served as Director General of the Tax Bureau, Ministry ofReelected
Finance, and Commissioner of the National Tax Agency. Through this professional
Outside Director
experience, he has gained advanced expertise in finance, monetary policy, legal affairs
Independent Director and compliance. He is recommended for the position of Outside Director as he isexpected to provide supervision and broad advice and opinions from an independent
standpoint regarding the overall execution of business of the Company utilizing his
extensive experience and broad insight gained from his experience working at aJapanese embassy abroad and supervisory experience as an Outside Director of acompany in another business sector.
Date of birth:

Special interest relationship with the Company:

November 6, 1959 (64 years old)–

Important concurrent position:

Number of shares of the Company held:

Outside Director of Tokyu Fudosan
Holdings Corporation
Board Member (Vice Chairman) of The
General Insurance Association of Japan0 shares

Number of years since the candidate
assumed the office of Director:

Attendance to Board of Directors’Meetings:

1 year (at the closing of this General
Meeting of Shareholders)

11/11 (100.0%)- 10 -

Candidate
No.

Name

Masahiro Nishikawa
8

Newly elected

Career summary
April 1984

Joined Aisin Seiki Co., Ltd.

June 2011

Managing Officer of Aisin Seiki Co., Ltd.

April 2014

Senior Managing Officer of Aisin Seiki Co., Ltd.

June 2017

Director of Aisin Seiki Co., Ltd.

April 2019

Executive Officer of Aisin Seiki Co., Ltd.

April 2021

Executive Officer of the Company(to present)

Current Position at the Company:

Responsibilities at the Company:

Executive Officer

Chief Carbon Neutral Officer, Executive
General Manager of Carbon Neutral
Promotion Center

The reasons why the Company elects him as a candidate for Director:
Mr. Masahiro Nishikawa has served primarily in the production technology field of auto
body products at the Company. From 2019, he has been engaged in the Company’s
management as Executive Officer, and currently, he is Executive Officer and Chief
Carbon Neutral Officer. He is recommended for the position of Director as he isexpected to make use of his extensive experience and wide-ranging insights concerning
overall management and manufacturing in Japan and abroad.
Date of birth:

Special interest relationship with the Company:

February 17, 1962 (62 years old)–

Important concurrent position:

Number of shares of the Company held:–

19,400 shares

Notes: 1. The Company was created by the merger of Aisin Seiki Co., Ltd. and Aisin AW Co., Ltd. andchanged the company name to AISIN CORPORATION in April 2021.
2. The age, position and responsibility of each candidate are accurate as of the date of this General
Meeting of Shareholders.
3. Ms. Michiyo Hamada, Mr. Seiichi Shin, Mr. Koji Kobayashi, and Mr. Tsuguhiko Hoshino are thecandidates for Outside Directors stipulated in Article 2, Paragraph 3, Item 7 of the Ordinance for
Enforcement of the Companies Act. The Company has registered Ms. Michiyo Hamada, Mr.
Seiichi Shin, and Mr. Tsuguhiko Hoshino as Independent Directors as specified by Tokyo Stock
Exchange, Inc.
4. The term of office of Ms. Michiyo Hamada as Outside Director of the Company will reach eight
years at the closing of this General Meeting of Shareholders.
5. The term of office of Mr. Seiichi Shin and Mr. Koji Kobayashi as Outside Directors of the Company
will reach three years at the closing of this General Meeting of Shareholders.
6. The term of office of Mr. Tsuguhiko Hoshino as Outside Director of the Company will reach one
year at the closing of this General Meeting of Shareholders.
7. The number shown under “Attendance to Board of Directors’ Meetings” for Mr. Tsuguhiko
Hoshino indicates his attendance to the meetings that were held after his inauguration on June 16,2023.
8. The Company has entered into agreements with Ms. Michiyo Hamada, Mr. Seiichi Shin, Mr. Koji
Kobayashi, and Mr. Tsuguhiko Hoshino to limit the liability stipulated by Article 423, Paragraph 1of the Companies Act to the amount stipulated by Article 425, Paragraph 1 of the Companies Act.
If the reelection of each candidate is approved, the Company plans to renew the aforementioned
agreements with them.
9. The Company has entered into an agreement with an insurance company for a liability insurance
policy for directors and other officers as stipulated by Article 430-3, Paragraph 1 of the Companies
Act. If this proposal is adopted in its current form and each candidate takes office as Director,
he/she will be covered by this insurance policy, which will compensate him/her for damages andlitigation costs, etc., that he/she may incur upon being subject to claims for damages arising from- 11 -

actions undertaken in the course of his/her duties as an officer of the Company. The Company isplanning to renew this insurance policy in September 2024.

- 12 -

Proposal No. 2: Election of One Substitute Audit & Supervisory Board Member
In preparation for circumstances in which the number of Audit & Supervisory Board Members stipulated bylaw is not satisfied, this proposal requests the election of one Substitute Outside Audit & Supervisory Board
Member as a substitute for Outside Audit & Supervisory Board Member Junko Ueda and for Katsuhiro
Kashiwagi. In the event that the candidate takes office as an Audit & Supervisory Board Member, the termof office shall be the remaining term of office of the predecessor. This proposal shall remain in effect until
the start of the next Ordinary General Meeting of Shareholders. However, it can be cancelled prior to thesubstitute taking office by a resolution at a Board of Directors Meeting with the consent of the Audit &Supervisory Board. The Audit & Supervisory Board has already approved this Proposal No. 2.
The candidate for Substitute Audit & Supervisory Board Member is as follows:
Name

Career summary
April 1992

Registered as an attorney at law
Joined Nagashima & Ohno

September 1997

Kirkland & Ellis LLC

April 1998

Admitted to the New York State bar

September 1998

Legal Transactions Management Department, Tokyo Branch of Merrill Lynch
Japan International

April 2003

Seconded to UFJ Strategic Partners

July 2004

Partner of TMI Associates(to present)

Hidenori Nakagawa

June 2019

Reelected
Outside Audit &Supervisory Board
MemberIndependent Audit &Supervisory Board
MemberOutside Corporate Auditor of Nice Corporation(to present)

December 2019

Outside Corporate Auditor of Airweave Inc.

Current Position at the Company:–
The reasons why the Company elects him as a candidate for Substitute Audit & Supervisory
Board Member:
Mr. Hidenori Nakagawa has worked as an attorney primarily in fields including general corporate
law and compliance for many years, and also has experience as an outside auditor at othercompanies. He is recommended for the position of Substitute Outside Audit & Supervisory Board
Member to make use of his high level of expertise, broad experience, and other characteristics forthe audit of the Company.
Date of birth:

Special interest relationship with the Company:

November 20, 1967 (56 years old)–

Important concurrent position:

Number of shares of the Company held:

Partner of TMI Associates
0 shares
Outside Corporate Auditor of Nice Corporation

Notes: 1. Mr. Hidenori Nakagawa is the candidate for Substitute Outside Audit & Supervisory Board
Member.
2. The age of the above candidate for Substitute Audit & Supervisory Board Member is accurate after
the date of this General Meeting of Shareholders.
3. In the event that Mr. Hidenori Nakagawa takes office as an Audit & Supervisory Board Member,the Company intends to register him as Independent Audit & Supervisory Board Member as
specified by Tokyo Stock Exchange, Inc.
4. In the event that this proposal is approved in its current form and Mr. Hidenori Nakagawa takes
office as an Audit & Supervisory Board Member, the Company will enter into an agreement with
him to limit the liability stipulated by Article 423, Paragraph 1 of the Companies Act to the amountstipulated by Article 425, Paragraph 1 of the Companies Act.
5. The Company has entered into an agreement with an insurance company for a liability insurance
policy for directors and other officers as stipulated by Article 430-3, Paragraph 1 of the Companies
Act. If this proposal is adopted in its current form and Mr. Hidenori Nakagawa takes office as an
Audit & Supervisory Board Member, he will be covered by this insurance policy, which willcompensate him for damages and litigation costs, etc., that he may incur upon being subject to- 13 -

claims for damages arising from actions undertaken in the course of his duties as an officer of theCompany. The Company is planning to renew this insurance policy in September 2024.

- 14 -

<Reference>(1) Officer structure if Proposal No. 1 is approved
The skills and experience of Directors and Audit & Supervisory Board Members of the Company will
be as follows:
Company
management

Audit & Supervisory
Board Members

Directors

Name

Environment /HumanCarbonresources
neutrality
development

DX

Manufacturing(technology
Sales /
production, Procurement
and quality)

Finance /Accounting

Compliance /Riskmanagement

GlobalMoritaka
Yoshida〇Shintaro
Ito〇

Yoshihisa
Yamamoto

〇

〇

〇

〇

〇

〇

〇

〇

Masahiro
Nishikawa
MichiyoHamadaOutsideIndependent
FemaleSeiichiShin

OutsideIndependent

Koji
Kobayashi

OutsideTsuguhiko
HoshinoOutsideIndependent

MakotoMitsuyaFemaleJunko
Ueda

OutsideIndependent
FemaleKatsuhiro
Kashiwagi

OutsideIndependent

〇

〇

〇

〇

〇
〇
〇

〇

Kiyomi
Kato

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇
〇

〇

(2) Overall approach to the Board of Directors and Audit & Supervisory Board and procedures fornomination
When appointing Directors and Audit & Supervisory Board Members of the Company, the Company
seeks the optimum balance of knowledge, experience and skills to ensure proper supervision ofmanagement and the suitable, swift and fair decision-making for the purpose of achieving sustainablegrowth and increase our value as a company in the medium and long term. The Company takes acomprehensive approach, including electing multiple Outside Directors with advanced expertise insideand outside the industry. The Company is conscious of the importance of Group management and elects
personnel who have extensive experience and wide-ranging knowledge from subsidiaries in Japan andoverseas as Directors of the Company.
Matters concerning procedures for nomination, election and dismissal are considered and deliberated
based on the above policy by the Executive Nomination and Compensation Committee, at which an
independent Outside Director serves as chairperson and independent Outside Directors comprise amajority of the council members.

- 15 -

〇

〇
〇

〇

〇

〇

Proposal No. 3: Revision of Remuneration for Granting Restricted Stock to Directors (Excluding
Outside Directors)
At the 96th Ordinary General Meeting of Shareholders held on June 18, 2019, approval was given for the
remuneration for Directors of the Company comprising a maximum monetary remuneration consisting ofmonthly remuneration and bonuses of up to 600 million yen per year (including an annual amount of up to
75 million yen for Outside Directors) as well as a maximum stock-based remuneration of up to 100 million
yen per year (with up to 25,000 shares as the total number of shares of the Company to be allocated to theCompany’s Directors excluding Outside Directors (hereinafter, the “Eligible Directors”)).
In light of changes in the management environment, such as the revisions of Japan’s Corporate Governance
Code, the Company has reviewed its executive remuneration system with the aim of creating a remuneration
system that provides motivation for the improvement of business performance and corporate value in orderto realize the Company’s medium- to long-term business strategies while further sharing value withshareholders. As a result, the Board of Directors of the Company passed a resolution to increase the ratio ofstock-based remuneration to total remuneration for Directors at its meeting held on March 27, 2024.
Therefore, in accordance with the revisions to the executive remuneration system, the Company requests thatthe total amount of monetary claims paid as remuneration for granting restricted stock to the Eligible
Directors to be set at up to 500 million yen per year, and the total number of shares of the Company issued
or disposed of to the Eligible Directors to be set at up to 500,000 shares per year (provided, however, that in
the event of a stock split [including a gratuitous allotment of shares] or a reverse stock split of the Company’scommon stock, or any other reason that requires an adjustment in the total number of shares of the Company’scommon stock issued or disposed of as restricted stock after the date on which this Proposal is approved andpassed, the total number of shares shall be adjusted to a reasonable extent).
Revisions to the executive remuneration system were discussed by the Executive Nomination andCompensation Committee, at which an independent Outside Director serves as chairperson and independent
Outside Directors comprise a majority of the council members, and then resolved by the Board of Directors
at the aforementioned meeting. In accordance with these revisions, the policy for determining the
remuneration for individual Directors has also been changed. (For details of the system post revision, pleasesee pages 40 to 43. (in Japanese only))
The Company has obtained an opinion from the Executive Nomination and Compensation Committee that
this Proposal is reasonable and in line with the policy for determining the remuneration for individual
Directors as resolved by the Board of Directors, and therefore, the Company has judged that this Proposal isappropriate.
If Proposal No. 1 is approved and passed as originally proposed, the number of Directors will be eight(including four Outside Directors), bringing the number of Eligible Directors to four.
The outline of the revised restricted stock remuneration system is as follows.

- 16 -

Outline of the restricted stock remuneration system post revision
Eligible Directors shall pay all monetary remuneration claims they receive pursuant to a resolution of theCompany’s Board of Directors as in-kind contribution assets, and shall receive issuance or disposal in respect
to the Company’s common stock.
The amount paid up per share of the Company’s common stock to be issued or disposed of shall be
determined by the Board of Directors on the basis of the closing price of the Company’s common stock listedon the Tokyo Stock Exchange (if there is no closing price on such date, the closing price of the closest
preceding day) on the business day prior to the date of each resolution of the Board of Directors, to the extent
that it is not an amount that is specially advantageous to the Eligible Directors who subscribe for suchcommon stock.
In addition, in the issuance or disposal of the Company’s common stock under the system, the Company andthe Eligible Directors shall enter into a restricted stock allotment agreement (hereinafter, the “Allotment
Agreement”) that includes the following contents.
(1) Restriction period
For a period of 30 years from the date of issuance or disposal of the Company’s common stock(hereinafter, “Transfer Restriction Period”), the Eligible Directors shall not transfer, establish a security
interest, or otherwise dispose of the Company’s common stock (hereinafter, the “Allotted Stock”)
allotted under the Allotment Agreement (hereinafter, the “Transfer Restriction”).
(2) Lifting of Transfer Restriction
The Company shall lift the Transfer Restriction on all of the Allotted Stock at the expiration of theTransfer Restriction Period, provided that the Eligible Directors continued to hold the position of
Director of the Company during the Transfer Restriction Period. Notwithstanding the provisions of (1)above, if the Eligible Director resigns from his/her position as a Director of the Company due to the
expiration of the term of office, death, or any other justifiable reason before the expiration of the Transfer
Restriction Period, the Transfer Restriction on all of the Allotted Stock held by the Eligible Director at
the time of the retirement of the Eligible Director shall be lifted immediately after such retirement.
(3) Gratuitous acquisition of restricted stock
In the event that the Eligible Director resigns from his/her position as a Director of the Company before
the expiration of the Transfer Restriction Period, the Company shall acquire all of the Allotted Stock asa matter of course, gratuitously, except in cases of expiration of the term of office, death, or otherjustifiable reasons for such retirement. In addition, the Company shall, as a matter of course, gratuitously
acquire the Allotted Stock for which the Transfer Restriction has not yet been lifted as of immediately
after the Transfer Restriction Period is lifted in accordance with (2) above.
(4) Handling of organizational restructurings, etc.
Notwithstanding the provisions of (1) above, if a merger agreement in which the Company becomes adissolved company, a share exchange agreement or a share transfer plan in which the Company becomesa wholly owned subsidiary, or other matters related to organizational restructuring, etc., are approved at
the General Meeting of Shareholders of the Company (provided, however, that in cases where approvalby the General Meeting of Shareholders of the Company is not required for such organizational
restructuring, etc., the Board of Directors of the Company) during the Transfer Restriction Period, theCompany shall, by resolution of the Board of Directors, lift the Transfer Restriction of the Allotted Stockheld by the Eligible Directors at the time of the action as of the time immediately prior to the business
day prior to the effective date of the reorganization, etc. In addition, in cases as stipulated above, theCompany shall, as a matter of course, gratuitously acquire all of the Allotted Stock for which the Transfer
Restriction has not yet been lifted as of immediately after the Transfer Restriction is lifted.

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(5) Other matters
Other matters relating to the Allotment Agreement shall be determined by the Board of Directors of theCompany.

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