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: 5703
June 3, 2021
To our shareholders:
Ichiro Okamoto
President and CEO
Nippon Light Metal Holdings Company, Ltd.
1-1-13 Shimbashi, Minato-ku, Tokyo

Notice of the 9th Annual General Meeting of Shareholders
You are hereby notified of the Ninth Annual General Meeting of Shareholders of Nippon Light Metal Holdings
Company, Ltd. (the “Company”), which will be held as per the attached details.
If you are unable to attend the Meeting in person, you may exercise your voting rights by either of the following
ways. Please review the attached Reference Documents for General Meeting of Shareholders, and exercise yourvoting rights accordingly.
[Voting by Mail]
Please indicate your approval or disapproval of each proposal in the enclosed voting form and then return the form
to the Company by mail so that your vote is received by 5:30 p.m., on Thursday, June 24, 2021 (JST).
[Voting via the Internet, etc.]
Please read “Guide for Voting via the Internet, etc.” (Japanese language only), access the website(https://www.web54.net) that the Company has specifically designated for voting, and follow the on-screen
instructions to input your approval or disapproval of each proposal by 5:30 p.m., on Thursday, June 24, 2021 (JST).
Disclosure via the Internet
Of documents to be attached to this Notice, the below documents are posted on the website of the Company inaccordance with laws and regulations and the provision of the Company’s Articles of Incorporation. Therefore, they
are not included in the materials attached to this Notice.
(1) Notes to the Consolidated Financial Statements (2) Notes to the Non-consolidated Financial Statements
The Website of the Company
https://www.nikkeikinholdings.co.jp
Consequently, the Consolidated Financial Statements and the Non-consolidated Financial Statements audited by the
Accounting Auditor and Auditors are comprised of each document attached to this Notice of the Meeting as well as
the Notes to the Consolidated Financial Statements and Notes to the Non-consolidated Financial Statements postedon the Company’s website mentioned above.
In the event that amendments are made to the Reference Documents for General Meeting of Shareholders, theBusiness Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements, theCompany will post them on the website mentioned above.
1. Date and Time: Friday, June 25, 2021, at 10:00 a.m. (Reception scheduled to open at 9:00 a.m.) (JST)
2. Venue:
1-2-6 Shimbashi, Minato-ku, Tokyo“La Rose,” 5th floor, Dai-ichi Hotel Tokyo(The meeting venue is different to that of the previous year, so please refer to the appended“Guide to Venue for General Meeting of Shareholders” (Japanese language only) and ensurethat you do not attend the wrong venue.)
3. Purpose of the Meeting
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the ninth fiscal year (from April 1, 2020 toMarch 31, 2021), and the results of audits of the Consolidated Financial Statements by the Accounting
Auditor and the Board of Auditors
2. Non-consolidated Financial Statements for the ninth fiscal year (from April 1, 2020 to March 31, 2021)-1-

Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of 14 Directors
Proposal No. 3
Election of One Auditor
Proposal No. 4
Determination of Remuneration for Granting Restricted Shares to Directors (excluding
Outside Directors)
4. Matters Concerning Excise of Voting Rights(1) If you exercise your voting rights by proxy, you must appoint one of the shareholders holding voting rights
as the proxy, and have your proxy submit a written document certifying the authority of proxy.
(2) If you do not indicate your approval or disapproval of each proposal on the voting form, we will assume thatyou have voted in favor of the proposal.
(3) If you exercise your voting rights via the Internet, etc. multiple times, only the last vote exercised will betreated as valid.
(4) If you exercise your voting rights by mail and also place your vote via the Internet, etc., whichever we
received last will be treated as valid. If we receive both on the same day, we will treat only your vote placed
via the Internet, etc. as valid.

- If you attend the meeting in person, please submit the enclosed voting form at the reception.
- This Notice has been disclosed on the Company’s website (https://www.nikkeikinholdings.co.jp) prior to the mailing of it, to ensurethat information is furnished in a timely manner.
- No souvenir gifts will be provided to shareholders who attend the General Meeting of Shareholders in person. We thank you for yourkind understanding.

Regarding measures to prevent the spread of the novel coronavirus (COVID-19)
Prioritizing the health and safety of all shareholders, the Company plans to implement the following measures for
the General Meeting of Shareholders of the Company in order to prevent infection and the spread of the novel
coronavirus (COVID-19).
We ask that you consider exercising your voting rights beforehand either by mail or via the Internet, etc., and thatyou refrain from visiting the venue for the General Meeting of Shareholders on the day if at all possible.
- In order to maintain social distance, the number of seats that will be prepared will be limited so that a wide spacecan be kept between the seats in the venue. Further, there is no reserve venue. It is possible that you may be refusedentry even if you come to the venue in person.
- Before entering the venue, we will measure the body temperature of all shareholders by thermography. If you areseen to be unwell, you may be refused entry into the venue.
- When coming to the venue, please bring and wear a mask and sanitize your fingers and hands using disinfectant
placed near the venue reception. If you refuse to cooperate with these measures, you may be refused entry into thevenue.
- Officers and organizing staff members who will appear at the General Meeting of Shareholders shall wear a mask.
In the event that circumstances require significant changes to the operation of the meeting, notification will be
provided on the Company’s website (https://www.nikkeikinholdings.co.jp).

-2-Reference Documents for General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

With regard to distributing profits, the Company has a basic policy to pay dividends to its shareholders, whilestrengthening its financial structure and managerial foundation, and comprehensively considering consolidated
performance, etc. from a mid-to-long-term standpoint.
Under a harsh business environment, the Company has given consideration to the business performance of the fiscal
year and future business development, etc., and it proposes to pay year-end dividends for this fiscal year of ¥65 percommon share of the Company as mentioned in “Year-end dividends” below.
For your information, the Company executed a consolidation of shares with ten shares of common stock of theCompany equaling one share as of October 1, 2020. When calculating based on this consolidation of shares, thedividend of surplus for the current fiscal year will unfortunately be reduced by ¥25 compared to the dividend of
surplus for the previous fiscal year (¥90 per share).
Year-end dividends(1) Type of dividend property:
To be paid in cash.
(2) Allotment of dividend property and their aggregate amount:¥65 per common share of the Company
Total dividends: ¥4,023,805,500(3) Effective date of dividends of surplus:
June 28, 2021

-3-

Proposal No. 2

Election of 14 Directors

At the conclusion of this Annual General Meeting of Shareholders, the terms of office of all 14 Directors will expire.
Therefore, the Company proposes the election of 14 Directors.
The candidates for Director are as follows:
Candidate
Name
No.
1
Ichiro Okamoto

Current position and responsibility in the Company
President and CEO
Director
Assistant to President, Head of Technology & Development
Administration Dept. and Central Product Safety & Quality
Assurance Administration Dept.
Director
Assistant to President and Head of Personnel, General Affairs
and Accounting & Finance Administration Dept.
Director
In charge of Toyo Aluminium Business Group
Director
In charge of Toyo Aluminium Business Group
Director
Head of Planning Administration Dept., in charge of the
Chemicals business of Nippon Light Metal Business Group, incharge of purchasing in Personnel, General Affairs andAccounting & Finance Administration Dept.
Director
In charge of the Metals & Industrial Parts businesses of Nippon
Light Metal Business Group, the Nikkei MC Aluminium
business of Nippon Light Metal Business Group, and the Rolled
Products business of Nippon Light Metal Business Group2Toshihide Murakami

3

Yasunori Okamoto

4

Kaoru Kusumoto

5

Yoshihiro Tomioka

6

Toshikazu Tanaka

7

Masahito Saotome

8
9

Toshihiro Matsuba
Shuichi Asakuno

10

Masato Ono

Director

11

Ryoichi Hayashi

Director

12

Toshihito Hayano

Director

13

Keiko Tsuchiya

Director

14

Tatsuya Tanaka

Candidate
attributes
Reelection
Reelection

Reelection
Reelection
Reelection

Reelection

Reelection

New election
New election
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent
New election
OutsideIndependent-4-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Significant concurrent positions outside the Company

Apr. 1981
June 2006
June 200911) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Nippon Light Metal Company, Ltd.
Officer of Nippon Light Metal Company, Ltd.
Director and Executive Officer of Nippon Light
Metal Company, Ltd.
June 2012
Senior Executive Officer of Nippon Light
Metal Company, Ltd.
Oct. 2012
Director, Head of Technology & Development
Administration Dept. and Head of Central
Product Safety & Quality Assurance
Ichiro Okamoto
Administration Dept. of the Company(June 12, 1956)
Jan. 2013
Manager of the Rolled Products business ofReelection
Nippon Light Metal Business Group of the1) 20,067 shares
Attendance at the Board ofCompany
2) NoneDirectors’ meeting for fiscal
June 2013
President and CEO of Nippon Light Metal
year 2020
Company, Ltd.
13/13 (100%)(current position)
June 2014
In charge of the Chemicals business of Nippon
Light Metal Business Group of the Company
June 2015
President and CEO of the Company(current position)
June 2015
In charge of CSR & Auditing Administration
Dept. of the Company
Significant concurrent positions outside the Company
President and CEO of Nippon Light Metal Company, Ltd.
[Reasons for nomination as candidate for Director]
Ichiro Okamoto has contributed to new product development processes, etc. as the person responsible for theTechnology & Development functions for many years. He has gained broad experiences and insight while taking
responsibility for the Company’s core businesses, namely the Rolled Products and Chemicals businesses. He has served
as President and CEO of the Company since June 2015. He possesses a wealth of experience and broad understanding
as a senior corporate manager for many years, is strengthening initiatives to social issues through business, and is
exercising strong leadership to sustainably improve the corporate value of the Company group (the “Group”).
Consequently, the Company proposes his reelection as Director.

-5-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Significant concurrent positions outside the Company

Apr. 1980
June 2007
June 20112

1) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Nippon Light Metal Company, Ltd.
Officer of Nippon Light Metal Company, Ltd.
Executive Officer of Nippon Light Metal
Company, Ltd.
June 2012
Director of Nippon Light Metal Company, Ltd.
(current position)
Oct. 2012
Director of the Company(current position)
Oct. 2012
In charge of NPS of the Company
June 2013
Head of Technology & Development
Administration Dept. of the Company(current position)
Toshihide Murakami(September 16, 1956)
June 2013
In charge of the Capacitor Foil business ofReelection
Nippon Light Metal Business Group of the1) 12,898 shares
Attendance at the Board ofCompany
2) NoneDirectors’ meeting for fiscal
June 2014
Senior Executive Officer of Nippon Light
year 2020
Metal Company, Ltd.
13/13 (100%)
Oct. 2014
Head of Central Product Safety & Quality
Assurance Administration Dept. of theCompany(current position)
June 2018
Assistant to President of the Company(current position)
June 2020
Director and Executive Vice President of
Nippon Light Metal Company, Ltd.
(current position)
Significant concurrent positions outside the Company
Director and Executive Vice President of Nippon Light Metal
Company, Ltd.
[Reasons for nomination as candidate for Director]
Toshihide Murakami possesses a wealth of experiences in the Technology & Manufacturing functions, demonstrates hisleadership toward the Group’s companies in such areas as product development and quality assurance, and contributes
to the management of the Group as Director of the Company. In addition, from June 2018, he has worked as an
Assistant to the President. Consequently, the Company judges his experiences and insight gained through the above to
be indispensable to the management of the Group, and proposes his reelection as Director.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Significant concurrent positions outside the Company

Apr. 1980
June 2008
June 201231) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Nippon Light Metal Company, Ltd.
Officer of Nippon Light Metal Company, Ltd.
Executive Officer of Nippon Light Metal
Company, Ltd.
Oct. 2012
Officer, Head of Planning Administration Dept.
of the Company
June 2013
Director and Head of Personnel, General
Affairs and Accounting & FinanceYasunori Okamoto
Administration Dept. of the Company(April 7, 1957)
Director of Nippon Light Metal Company, Ltd.
Reelection(current position)1) 11,940 shares
Attendance at the Board of2) NoneJune 2014
Senior Executive Officer of Nippon Light
Directors’ meeting for fiscal
Metal Company, Ltd.
year 2020
June 2018
Assistant to President of the Company
13/13 (100%)(current position)
June 2020
Director and Executive Vice President of
Nippon Light Metal Company, Ltd.
(current position)
Significant concurrent positions outside the Company
Director and Executive Vice President of Nippon Light Metal
Company, Ltd., Director of Toyo Aluminium K.K., and Outside
Director of Tamai Steamship Co., Ltd.
[Reasons for nomination as candidate for Director]
Yasunori Okamoto possesses a wealth of experiences in broad areas such as finance, strategic planning, personnel, andpurchasing, and is currently overseeing personnel, general affairs and accounting departments contributing to the
management of the Group as Director of the Company. In addition, from June 2018, he has worked as an Assistant to
the President. Consequently, the Company judges his experiences and insight gained through the above to beindispensable to the management of the Group, and proposes his reelection as Director.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Significant concurrent positions outside the Company

Apr. 1978

451) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Toyo Aluminium K.K. (Merged with
Nippon Light Metal Company, Ltd. in October
1999)
June 2010
Executive Officer, in charge of Accounting
Dept., Head of Accounting Dept., Head incharge of Planning Dept. and Overseas
Business Administration Office of Toyo
Kaoru Kusumoto
Aluminium K.K.
(July 22, 1955)
June 2016
Managing Executive Officer, Deputy Overseer
Reelectionof Raw Materials Dept., Planning Dept. of1) 1,530 shares
Attendance at the Board ofPlanning Division, and Accounting Dept. of2) NoneDirectors’ meeting for fiscal
Planning Division of Toyo Aluminium K.K.
year 2020
June 2019
Senior Managing Executive Officer,
11/11 (100%)
Overseeing Planning Division and Raw
2) Refer to Note 1
Materials Dept. of Toyo Aluminium K.K.
June 2020
Director, in charge of Toyo Aluminium
Business Group of the Company, President of
Toyo Aluminium K.K.
(current position)
Significant concurrent positions outside the Company
President of Toyo Aluminium K.K.
[Reasons for nomination as candidate for Director]
Kaoru Kusumoto possesses a wealth of experiences over a broad area, including purchasing, planning, accounting andoverseas businesses. Since June last year, he demonstrated his leadership as President of Toyo Aluminium K.K., where
he has made a significant contribution to the company’s growth. In addition, as Director of the Company, he has
contributed to the management of the Group. Consequently, the Company judges his experiences and insight gained
through the above to be indispensable to the management of the Group, and proposes his reelection as Director.
Apr. 1980
Joined Toyo Aluminium K.K. (Merged with
Nippon Light Metal Company, Ltd. in October
1999)
Feb. 2002
Director of Toyo Aluminium Foil Products
K.K.
June 2005
President and CEO of Toyo Aluminium Foil
Products K.K.
Yoshihiro Tomioka
Apr.
2006
President
and CEO of Toyo Aluminium Ekco
(February 24, 1956)
Products
Co.,
Ltd.
Reelection1) 1,498 shares
June 2015
Managing Executive Officer, Overseeing the
Attendance at the Board of2) None
New Business Creation Dept. of Toyo
Directors’ meeting for fiscal
Aluminium K.K.
year 2020
13/13 (100%)(current position)
June 2017
Director, in charge of Toyo Aluminium
Business Group of the Company
Director of Toyo Aluminium K.K.
(current position)
Significant concurrent positions outside the Company
Director, Managing Executive Officer of Toyo Aluminium K.K.
[Reasons for nomination as candidate for Director]
Yoshihiro Tomioka served for nine years as President and CEO of Toyo Aluminium Ekco Products Co., Ltd., which is amajor subsidiary of Toyo Aluminium K.K. and handles household-related products. Recently, he has significantly
contributed to the corporate growth by heading up the New Business Creation Dept. of Toyo Aluminium K.K. In
addition, as Director of the Company, he has contributed to the management of the Group. Consequently, the Company
judges his experiences and insight gained through the above to be indispensable to the management of the Group, andproposes his reelection as Director.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Significant concurrent positions outside the Company

Apr. 1986
Apr. 2008

61) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Nippon Light Metal Company, Ltd.
Senior Manager of Planning Dept. of Nippon
Light Metal Company, Ltd.
June 2014
Officer, Head of Planning Dept. of Nippon
Light Metal Company, Ltd.
June 2018
Director, Head of Planning Administration
Toshikazu Tanaka
Dept. of the Company(September 21, 1961)
Director, Executive Officer of Nippon Light
Reelection
Metal Company, Ltd.
1) 7,039 shares
Attendance at the Board of2) None(current position)
Directors’ meeting for fiscal
June 2019
In charge of the Chemicals business of Nippon
year 2020
Light Metal Business Group and purchasing in
13/13 (100%)
Personnel, General Affairs and Accounting &Finance Administration Dept. of the Company(current position)
Significant concurrent positions outside the Company
Director, Executive Officer of Nippon Light Metal Company,
Ltd., and Outside Director of Tamai Steamship Co., Ltd.
[Reasons for nomination as candidate for Director]
Toshikazu Tanaka possesses a wealth of experiences in such areas as accounting, finance, and planning. He currently
oversees planning functions as Director of the Company and demonstrates his leadership through, for example,
formulating the Group’s mid-term business plan and managing its progress, and through his administration of Group
companies, as well as contributing to the overall management of the Group. In addition, he has been in charge of the
Chemicals business since June 2019, expanding the scope of business under his responsibility. The Company judges his
experiences and insight gained through the above to be indispensable to the management of the Group, and proposes his
reelection as Director.

-9-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Significant concurrent positions outside the Company

Apr. 1985
June 2004

71) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Nippon Light Metal Company, Ltd.
Head of Administration Department of the
Chemicals Div. of Nippon Light Metal
Company, Ltd.
Apr. 2011
Head of Group Overseas Operation Support
Office of Nippon Light Metal Company, Ltd.
Apr. 2015
Head of Metal & Alloy Div. and Shaped Parts
Div. of Nippon Light Metal Company, Ltd.
June 2015
Officer of Nippon Light Metal Company, Ltd.
June 2018
In charge of the Metal & Alloy Div. and Shaped
Masahito Saotome
Parts Div. of Nippon Light Metal Business(January 2, 1963)
Group, in charge of the Nikkei MC Aluminium
Reelection
business of Nippon Light Metal Business
1) 1,731 shares
Attendance at the Board ofGroup of the Company
2) NoneDirectors’ meeting for fiscal
Executive Officer of Nippon Light Metal
year 2020
Company, Ltd.
13/13 (100%)(current position)
June 2018
Officer of the Company
June 2019
Director, in charge of the Rolled Products
business of Nippon Light Metal BusinessGroup of the Company
Director of Nippon Light Metal Company, Ltd.
(current position)
Significant concurrent positions outside the Company
Director, Executive Officer of Nippon Light Metal Company,
Ltd., and Outside Director of Ahresty Corporation[Reasons for nomination as candidate for Director]
Masahito Saotome possesses a wealth of experiences in such areas as accounting, planning and overseas businesses. He
is currently demonstrating his leadership as the person responsible for the Metal & Alloy Div. and Shaped Parts Div.,
the Alloys Div., and the Rolled Products Div. In addition, since June 2019 he has contributed to the management of theGroup as Director of the Company. Consequently, the Company judges his experiences and insight gained through theabove to be indispensable to the management of the Group, and proposes his reelection as Director.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Significant concurrent positions outside the Company

Apr. 1985891) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Nikkei Kako Co., Ltd. (Merged with
Nippon Light Metal Company, Ltd. in April
1989)
July 2004
Head of Shimizu Plant Technology Departmentof Nippon Light Metal Company, Ltd.
Sept. 2006
Head of Shimizu Plant Development
Department of Nippon Light Metal Company,
Ltd.
Jan. 2009
Head of Overseas Operations Department of the
Chemicals Div. of Nippon Light Metal
Toshihiro Matsuba
1) 994 sharesCompany, Ltd.
(October 13, 1962)
2) NoneJune 2013
Head of Administration Department of the
New election
Chemicals Div. of Nippon Light Metal
Company, Ltd.
Oct. 2015
Head of Shimizu Plant of Nippon Light Metal
Company, Ltd.
June 2017
Officer, Head of Chemicals Div. of Nippon
Light Metal Company, Ltd.
(current position)
Significant concurrent positions outside the Company
Officer of Nippon Light Metal Company, Ltd.
[Reasons for nomination as candidate for Director]
Toshihiro Matsuba possesses a wealth of experience in manufacturing, development, administration, and overseas
business in the chemicals business, as well as high level insights into global business activities. He is currently serving
as Officer of Nippon Light Metal Company, Ltd., a core business company in the Group. The Company judges his
experiences and insight gained through the above to be indispensable to the management of the Group, and proposes hiselection as Director.
Apr. 1988
Joined Nippon Light Metal Company, Ltd.
Sept. 2001
President and Representative Director of
AMALGAMATED ALUMINIUM AND
ALLOYS SDN BHD
Apr. 2007
Head of Tochigi plant of Nikkei MC
Aluminium Co., Ltd.
June 2010
Head of Overseas Management Department of
Nikkei MC Aluminium Co., Ltd.
Shuichi Asakuno
June 2012
Head of Sales Department of Nikkei MC1) 800 shares(October 31, 1964)
Aluminium Co., Ltd.
2) Refer to Note 2
New election
June 2013
Executive Officer of Nikkei MC Aluminium
Co., Ltd.
June 2016
Operating Officer of Nikkei MC Aluminium
Co., Ltd.
June 2017
President of Nikkei MC Aluminium Co., Ltd.
(current position)
Significant concurrent positions outside the Company
President of Nikkei MC Aluminium Co., Ltd.
[Reasons for nomination as candidate for Director]
Shuichi Asakuno has demonstrated his skills over many years in charge of aluminum metal and alloys business, and iscurrently making significant contributions not only to the business expansion of Nikkei MC Aluminium Co., Ltd. as
President, but also to the aluminum recycle, a sustainability issue. The Company judges his experiences and insightgained through the above to be indispensable to the management of the Group, and proposes his election as Director.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Significant concurrent positions outside the Company

Apr. 1974
June 2007

101) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined The Dai-Ichi Kangyo Bank, Limited
Director & Deputy President of Mizuho
Financial Group, Inc.
June 2008
Executive Officer and Vice President of Japan
Hades Co., Ltd.
Masato Ono
June 2011
Representative Director and Vice Chairman of(November 4, 1950)
Japan Hades Co., Ltd.
Reelection
June 2012
Representative Director and President of Total
Outside1) 3,135 shares
Insurance Service Limited
Independent2) NoneOutside Director of Nippon Light Metal
Attendance at the Board ofCompany, Ltd.
Directors’ meeting for fiscal
year 2020
Oct. 2012
Outside Director of the Company
13/13 (100%)(current position)
June 2017
Special Advisor of Total Insurance Service
LimitedSignificant concurrent positions outside the Company
Outside Member of the Board of FANUC CORPORATION[Reasons for nomination as candidate for outside Director and summary of roles the candidate is expected to fulfilled if
elected]Masato Ono possesses in-depth insight through his experiences as a senior corporate manager of the financial
institutions for many years, and works as outside Director of another company. Furthermore, as an outside Director of
the Company, he has provided appropriate proposals about management of the Company from an independent point ofview. The Company judges that he will help maintain impartiality of the management of the Company by monitoringand overseeing its management based on his broad experiences and deep insight. Thus, we propose his reelection as
outside Director.
As the chair of the Nomination and Remuneration Committee established by the Company, he will fulfill the important
responsibility of deliberating issues related to nomination and remuneration of Directors, etc. and reporting to the Boardof Directors. He is also expected to supervise and monitor management of the Company from a neutral position in order
to increase the mid-to-long-term corporate value.
The Company has submitted notification to the Tokyo Stock Exchange that he has been designated as an independent
director as provided for by the aforementioned exchange. If his reelection is approved, the Company plans for his
appointment as an independent director to continue.

- 12 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Significant concurrent positions outside the Company

Apr. 1974
Apr. 2002

111) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Mitsubishi Corporation
General Manager of International Petroleum
Unit and General Manager of International
Petroleum Business Planning & Development
Ryoichi Hayashi
Office of Mitsubishi Corporation(June 6, 1951)
Apr. 2007
Senior Vice President and Division COO of
Reelection
Carbon & LPG Business Div. of Mitsubishi
OutsideCorporation
1) 4,075 shares
IndependentMar. 2012
President of MMP K.K.
2) NoneAttendance at the Board of
July 2012
Senior Corporate Counsellor of Energy
Directors’ meeting for fiscal
Business Group of Mitsubishi Corporation
year 2020
June 2013
Outside Director of the Company
13/13 (100%)(current position)
Mar. 2014
Director of Tokai Carbon Co., Ltd.
Significant concurrent positions outside the Company
None[Reasons for nomination as candidate for outside Director and summary of roles the candidate is expected to fulfilled if
elected]Ryoichi Hayashi possesses in-depth insight through his experiences as a senior corporate manager of the trading
company for many years, and worked as Director of other companies. Furthermore, as an outside Director of theCompany, he has provided appropriate proposals about management of the Company from an independent point ofview. The Company judges that he will help maintain impartiality of the management of the Company by monitoringand overseeing its management based on his broad experiences and deep insight. Thus, we propose his reelection as
outside Director.
As a member of the Nomination and Remuneration Committee established by the Company, he will fulfill the important
responsibility of deliberating issues related to nomination and remuneration of Directors, etc. and reporting to the Boardof Directors. He is also expected to supervise and monitor management of the Company from a neutral position in order
to increase the mid-to-long-term corporate value.
The Company has submitted notification to the Tokyo Stock Exchange that he has been designated as an independent
director as provided for by the aforementioned exchange. If his reelection is approved, the Company plans for his
appointment as an independent director to continue.

- 13 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Significant concurrent positions outside the Company

Apr. 1969
May 1996

121) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Nomura Research Institute, Ltd.
Managing Director of Nomura ResearchInstitute, Ltd.
June 1996
Managing Director of KOKUSAI Securities
Co., Ltd. (currently Mitsubishi UFJ Securities
Holdings Co., Ltd.)
June 1998
Representative Director and Senior Managing
Toshihito Hayano
Director of KOKUSAI Securities Co., Ltd.
(December 3, 1946)(currently Mitsubishi UFJ Securities Holdings
Reelection
Co., Ltd.)
Outside1) 494 shares
June 2001
President of Kokusai Capital Corporation
Independent2) None(currently AG Capital Co., Ltd.)
Attendance at the Board ofApr. 2011
Professor of College of BusinessDirectors’ meeting for fiscal
Administration and Information Science ofyear 2020
Chubu University
13/13 (100%)
Oct. 2012
Substitute Auditor of the Company
May 2016
Outside Auditor of the Company
June 2018
Outside Director of the Company(current position)
Significant concurrent positions outside the Company
None[Reasons for nomination as candidate for outside Director and summary of roles the candidate is expected to fulfilled if
elected]Toshihito Hayano possesses broad experiences and deep insight from a long history of involvement in the managementof the securities company and the investment company and from serving as a professor of the university. Furthermore,
after serving as an outside Auditor of the Company from May 2016 for a period of approximately two years, since June
2018, he has served as an outside Director of the Company and has provided appropriate proposals about managementof the Company from an independent point of view. The Company judges that he will help maintain impartiality of the
management of the Company by monitoring and overseeing its management based on his broad experiences and deep
insight. Thus, we propose his reelection as outside Director.
As a member of the Nomination and Remuneration Committee established by the Company, he will fulfill the important
responsibility of deliberating issues related to nomination and remuneration of Directors, etc. and reporting to the Boardof Directors. He is also expected to supervise and monitor management of the Company from a neutral position in order
to increase the mid-to-long-term corporate value.
The Company has submitted notification to the Tokyo Stock Exchange that he has been designated as an independent
director as provided for by the aforementioned exchange. If his reelection is approved, the Company plans for his
appointment as an independent director to continue.

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Significant concurrent positions outside the Company

Apr. 1981
Jan. 1994

131) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined DENTSU INC.
Development Manager and HR Planning &Organizational Effectiveness Director of
Nippon Becton, Dickinson and Company, Ltd.
July 2004
Chief Researcher & Producer of Human Value,
Inc.
Oct. 2005
Executive Officer, Head of HR Division, AsiaKeiko Tsuchiya
Pacific Region of GE Toshiba Silicones Co.,(May 13, 1960)
Ltd. (now Momentive Performance Materials
Reelection
Japan LLC)
OutsideJan. 2009
Senior HR Manager of Cisco Co., Ltd.
1) 921 shares
Independent
Feb. 2011
Vice President, Human Resources Division of2) NoneAttendance at the Board ofJohnson & Johnson K.K.
Directors’ meeting for fiscal
Aug. 2015
Director of Adecco Ltd.
year 2020(current position)
10/11 (90.9%)
Aug. 2015
Head of HR Division of Adecco Ltd.
2) Refer to Note 1
Jan. 2016
Head of People Value Division of Adecco Ltd.
(current position)
June 2020
Outside Director of the Company(current position)
Significant concurrent positions outside the Company
Director of Adecco Ltd. and outside Director of TAIYOHOLDINGS CO., LTD.
[Reasons for nomination as candidate for outside Director and summary of roles the candidate is expected to fulfilled if
elected]Keiko Tsuchiya has management experience as a Director of a temporary staffing and recruitment operator, as well as
extensive knowledge of the field of human resources, and currently serves as an outside Director of the pure holding
company that oversees manufacturing companies. Furthermore, as an outside Director of the Company, she has
provided appropriate proposals about management of the Company from an independent point of view. The Company
judges that she will help maintain impartiality of the management of the Company by monitoring and overseeing its
management based on her broad experiences and deep insight. Thus, we propose her reelection as outside Director.
As a member of the Nomination and Remuneration Committee established by the Company, she will fulfill theimportant responsibility of deliberating issues related to nomination and remuneration of Directors, etc. and reporting to
the Board of Directors. She is also expected to supervise and monitor management of the Company from a neutral
position in order to increase the mid-to-long-term corporate value.
The Company has submitted notification to the Tokyo Stock Exchange that she has been designated as an independent
director as provided for by the aforementioned exchange. If her reelection is approved, the Company plans for her
appointment as an independent director to continue.

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Significant concurrent positions outside the Company

Apr. 1980
Apr. 2005

14

Notes:

1.

2.

3.
4.
5.

1) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Fujitsu Limited
Director of the Board and Vice President of
Fujitsu (China) Holdings Co., Ltd
Apr. 2012
Corporate Vice President, Head of
Manufacturing Industry Business Unit of
Fujitsu Limited
May 2013
Head of Manufacturing Industry Business Unitof the Industrial/Logistics Sales Group of
Fujitsu Limited
Tatsuya Tanaka
Apr. 2014
Corporate Senior Vice President, Head of Asia
(September 11, 1956)
Region of Fujitsu Limited
1) 0 shares
New election
Jan. 2015
Corporate Executive Officer, SEVP of Fujitsu
2) NoneOutsideLimitedIndependent
June 2015
Representative Director, President of Fujitsu
LimitedJune 2019
Director, Chairman of Fujitsu Limited
Apr. 2020
Director, Chairman of Fujitsu Marketing
Limited
Oct. 2020
Director, Chairman of Fujitsu Japan Limited(current position)
Significant concurrent positions outside the Company
Director, Chairman of Fujitsu Japan Limited[Reasons for nomination as candidate for outside Director and summary of roles the candidate is expected to fulfilled if
elected]
Tatsuya Tanaka has been involved in the management of IT and information systems companies that represent Japan formany years, and has a wealth of experience in overseas businesses, such as in China and Singapore. The Company
judges that he will help maintain impartiality of the management of the Company by monitoring and overseeing its
management based on his broad experiences and deep insight. Thus, we propose his election as outside Director.
As a member of the Nomination and Remuneration Committee established by the Company, he will fulfill the important
responsibility of deliberating issues related to nomination and remuneration of Directors, etc. and reporting to the Boardof Directors. He is also expected to supervise and monitor management of the Company from a neutral position in order
to increase the mid-to-long-term corporate value.
If his election is approved, the Company plans to designate him as independent director as provided for by the Tokyo
Stock Exchange.
Kaoru Kusumoto and Keiko Tsuchiya, candidates for Director, were newly elected as Directors during the Eighth Annual
General Meeting of Shareholders held on June 24, 2020, and have assumed office. Consequently, their attendance at Boardof Directors’ meetings in fiscal 2020 only includes the meetings held since their assumption of office.
The Company has been entrusted with administrative tasks relating to management from Nikkei MC Aluminium Co., Ltd.,
where Shuichi Asakuno, a candidate for Director, has served as President, and the aforementioned company has paid the
management fee to the Company.
Masato Ono, a candidate for outside Director, was non-executive Director of Nippon Light Metal Company, Ltd. from
June 2012 to September 2012.
Ryoichi Hayashi, a candidate for outside Director, was non-executive Director of Nippon Electrode Co., Ltd. from March2012 to June 2012.
Tenure since the candidates for outside Director assumed office as outside Director or outside Auditor of the Company(1) At the conclusion of this Annual General Meeting of Shareholders, Masato Ono’s tenure as outside Director of theCompany will have been eight years and nine months.
(2) At the conclusion of this Annual General Meeting of Shareholders, Ryoichi Hayashi’s tenure as outside Director of
the Company will have been eight years.
(3) At the conclusion of this Annual General Meeting of Shareholders, Toshihito Hayano’s tenure as outside Director of
the Company or outside Auditor of the Company will have been five years and one month.
(4) At the conclusion of this Annual General Meeting of Shareholders, Keiko Tsuchiya’s tenure as outside Director of
the Company will have been one year.
(5) Tatsuya Tanaka is a new candidate for outside Director.

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6. Limited Liability Agreements with Candidates for Outside Director
Masato Ono, Ryoichi Hayashi, Toshihito Hayano and Keiko Tsuchiya, candidates for outside Directors, are currently
outside Directors of the Company and the Company has entered into agreements with them to limit their liability fordamages under Article 423, paragraph (1) of the Companies Act. The maximum amount of liability for damages underagreements is the higher of either ¥7,000,000 or the minimum liability amount provided for under laws and regulations.
If the reelection of them is approved, the Company plans to renew the aforementioned agreement with them. If the electionof Tatsuya Tanaka, a candidate for outside Director, is approved, the Company plans to enter into the same agreement withhim.
7. Directors and Officers Liability Insurance Policy Covering Candidates for Director
The Company has concluded a directors and officers liability insurance policy covering Directors, Auditors, and Officersof the Company and certain subsidiaries of the Company. Insurance premiums are borne by the Company.
This insurance policy is intended to supplement damages, litigation expenses, and attorney fees borne as a result of theinsured facing litigation from shareholder representatives and other third parties. However, there are certain reasons forcoverage exclusion, such as performance of an illegal act with full knowledge of its illegality, in which the resulting
damages will not be reimbursed.
Among the candidates for Director in this proposal, those candidates for reelection are already insureds under the policy,
and will continue to be such after their election. Moreover, those candidates for new election will become newly insureds
after their election.
In addition, when the insurance policy is renewed, the Company plans to renew the policy with the same terms.
8. The Group has transactions with FANUC CORPORATION where Masato Ono, a candidate for outside Director, serves
as an outside Member of the Board, including sales of products and purchase of equipment. However, in fiscal 2020, therecord of sales from the Group to FANUC CORPORATION was less than 1.0% of the consolidated sales of the Company,
and the record of purchase from FANUC CORPORATION to the Group was less than 1.0% of the consolidated sales of
FANUC CORPORATION. Furthermore, there are no other relationships that should be disclosed between any othercompanies that the candidates for outside Director concurrently works for (as an executive director or an outside officer,etc.) and the Group.
9. During the terms of office of candidates for outside Director Masato Ono, Ryoichi Hayashi, Toshihito Hayano and Keiko
Tsuchiya, JIS certification was revoked for the Nagoya plant of the Company’s consolidated subsidiary Nippon Light
Metal Company, Ltd. on May 14, 2021, as a result of inappropriate conduct concerning a portion of aluminum sheet
products from the Nagoya plant, such as the shipment of products with the JIS mark although examinations were carriedout using methods that differ from JIS regulations.
While they had not been aware of this matter until it was discovered, they regularly made statements from the standpointof emphasizing compliance at the Company’s Board of Directors, etc. Furthermore, after the discovery of this matter, they
appropriately carried out their responsibilities, such as investigating all facts, pinpointing the causes and preventing
recurrence
10. Fujitsu Limited, where Tatsuya Tanaka, a candidate for outside Director, was Representative Director, President from June2015 to June 2019, received a cease and desist order and a payment order for surcharge from the Japan Fair Trade
Commission for violating the Antimonopoly Act of Japan with respect to transactions of equipment used for electric power
security communication ordered by Tokyo Electric Power Co., Ltd. in July 2016, during the candidate’s term of office.
Furthermore, in February 2017, Fujitsu Limited was determined by the Japan Fair Trade Commission to have violated the
Antimonopoly Act of Japan with respect to transactions of hybrid optical communications equipment and transmissionpath equipment ordered by Chubu Electric Power Co., Inc. Following this incident, Fujitsu Limited requested the adoptionof the leniency policy to the Japan Fair Trade Commission. Because this request was approved, Fujitsu Limited did notreceive a cease and desist order nor a payment order for surcharge. The candidate was not directly involved in either
incident. After becoming aware of these incidents, he fulfilled his executive responsibility to further strengthen initiatives
related to compliance and prevent the reoccurrence of such incidents.
11. Number of the Company’s shares owned by the candidates for Director written in this document is the number of shares
after the 10-to-1 consolidation of shares of common stock of the Company executed on October 1, 2020.
12. Number of the Company’s shares owned by the candidates for Director includes their holdings in officers’ stock ownershipplan of the Company.

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Proposal 3:

Election of One Auditor

At the conclusion of this Annual General Meeting of Shareholders, Auditor Nobuo Matsumoto will resign. Therefore,
the Company proposes the election of one Auditor.
In addition, the consent of the Board of Auditors has been obtained for the submission of this proposal.
The candidate for Auditor is as follows:

Name(Date of birth)

Career summary and position

Apr. 1984
Oct. 2002

1) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Nippon Light Metal Company, Ltd.
Leader of Pipe Business Unit of Nikkeikin Aluminium CoreTechnology Company, Ltd.
Apr. 2008
Leader of Planning Operations Group of Nikkeikin
Aluminium Core Technology Company, Ltd.
Hideo Hirosawa
June 2016
President and Representative Director of Nikkei Technology 1) 4,315 shares(October 15, 1960)
Center Co., Ltd.
2) NoneNew election
June 2019
President and Representative Director of Nikkei Extrusions
Company, Ltd.
(current position) Refer to Note 1.
Significant concurrent positions outside the Company
None[Reasons for nomination as candidate for Auditor]
Hideo Hirosawa possesses a wealth of experiences over a broad area, including personnel, sales, planning and materials procurement
over many years. He is well versed in organizational operation of the Group’s business and operational processes as he has beenworking as President and Representative Director of some of the Group’s companies recently. The Company judges that he iscapable of objectively undertaking appropriate audits in order to strengthen the Group’s governance based on this broad experienceand insight. Thus, we propose his election as Auditor.
Notes: 1. Hideo Hirosawa, a candidate for Auditor, intends to resign as President and Representative Director of Nikkei Extrusions
Company, Ltd. on June 16, 2021.
2. Directors and officers liability insurance policy covering candidates for Auditor
The Company has concluded a directors and officers liability insurance policy covering Directors, Auditors, and Officersof the Company and certain subsidiaries of the Company. Insurance premiums are borne by the Company.
This insurance policy is intended to supplement damages, litigation expenses, and attorney fees borne as a result of theinsured facing litigation from shareholder representatives and other third parties. However, there are certain reasons forcoverage exclusion, such as performance of an illegal act with full knowledge of its illegality, in which the resulting
damages will not be reimbursed.
Hideo Hirosawa, a candidate for Auditor, will become newly insured after his election.
In addition, when the insurance policy is renewed, the Company plans to renew the policy with the same terms.
3. Number of the Company’s shares owned by the candidate for Auditor written in this document is the number of shares
after the 10-to-1 consolidation of shares of common stock of the Company executed on October 1, 2020.
4. Number of the Company’s shares owned by the candidate for Auditor includes their holdings in officers’ stock ownershipplan of the Company.

- 18 -

Reference: Independent Criteria for Outside Officers
If it is judged that no following item is applicable in an investigation carried out to outside Directors and outside
Auditors (in this criteria, the “outside Officers”) within a reasonable scope at the Company, then it will be judgedthat the person has independency.
1. A person to which the below is applicable now or in the past ten years(1) A business executor of the Company or a subsidiary of the Company (in this criteria, the “Group”) (Note1)
2. A person to which any of the below is applicable, now or in the past three years(1) A major shareholder of the Company (Note 2), a person for which the Group is a major shareholder, or abusiness executor thereof(2) A major business partner of the Group (Note 3), a person for which the Group is a major business partner(Note 4), or a business executor thereof(3) A major lender of the Group (Note 5) or a business executor thereof(4) A person who belongs to an audit corporation that is the Accounting Auditor of the Group(5) A person, or a person who belongs to a group, who has received remuneration pertaining to a specialist
service exceeding ¥10 million per year other than officer remuneration from the Group (Note 6) (However,
if an advisory agreement has been executed with the Group, then the amount is immaterial.)(6) A person, or a business executor of a group, who has received a donation exceeding ¥10 million per year
from the Group(7) A business executor of a company who has appointed a business executor of the Group as an officer
3. A spouse or relative within the second degree of kinship of a person listed in item 1. or 2. above (however, forbusiness executors, excluding employees who are lower in rank than general manager)
4. Other than a person above, a person that might have a conflict of interest with an ordinary shareholder and forwhom it is reasonably judged that there are circumstances suggesting that the person cannot fulfill the duties ofan outside Officer
Note 1: This refers to executive directors, executive officers, officers, and any other persons or employees equivalent to any of those.
When judging the independence of an outside Auditor, non-executive directors are included.
Note 2: This refers to a person who directly or indirectly holds voting rights that constitute 10% or more of all voting rights.
Note 3: This refers to a person who is a business partner group (i.e., a company that belongs to a consolidated group belonging to a
direct business partner) to which the Group provides products or services and for whom, taking an average over the past threefiscal years, the total transactional value of the Group’s transactions with the business partner group exceeds 2% of consolidated
sales of the Group.
Note 4: This refers to a person who is a business partner group that provides products or services to the Group and for whom, taking an
average over the past three fiscal years, the total transactional value of transactions between the Group and the business partnergroup exceeds ¥100 million and exceeds 2% of consolidated sales (if the business partner group does not prepare consolidatedbalance sheets, then the net sales of the business partner group) of the Group.
Note 5: This refers to a person who is a financial institution group (i.e., a company that belongs to a consolidated group to which a direct
lender belongs) that lends to the Group and for whom, taking an average over the past three fiscal years, the total amountborrowed by the Group from the financial institution group exceeds 2% of consolidated total assets of the Group.
Note 6: This refers to consultant, certified public accountant, licensed tax accountant or attorney at law fees, etc.

- 19 -

Proposal No. 4

Determination of Remuneration for Granting Restricted Shares to Directors (excluding Outside
Directors)

At its First Annual General Meeting of Shareholders held on June 27, 2013, the Company gained approval withrespect to amounts of remuneration for the Company’s Directors for an amount not exceeding ¥396 million annually(however, this does not include the portion of employee salaries paid to the Directors concurrently serving as
employees). The Company hereby proposes the payment of remuneration, within the above limitations of
remuneration, to newly grant restricted shares to Directors (excluding outside Directors; hereinafter “Eligible
Directors”) of the Company in order to provide them an incentive to sustainably increase the Company’s corporate
value and to further promote shared value between shareholders and Eligible Directors. The Nomination andRemuneration Committee, a majority of which is comprised of independent outside Directors, serves as an advisory
body to the Board of Directors and the President and CEO. The advice of this committee was sought in the process
of formulating this proposal, and the consent of this committee has been obtained.
Based on this proposal, the total amount of remuneration to be paid to Eligible Directors for the purpose of granting
them restricted shares shall be not more than ¥50 million per year within the above limitations of remuneration. The
specific timing of provision thereof and allocation to each Eligible Director shall be decided by the Board of Directors.
Furthermore, the Eligible Directors shall pay all monetary remuneration claims to be provided under this proposal in
the form of property contributed in kind, in accordance with the resolution of the Board of Directors of the Company,
and shall, in return, receive common shares of the Company that shall be issued or disposed of by the Company. As
a result, the total number of common shares of stock of the Company to be issued or disposed of shall be no morethan 25,000 shares a year (however, if a share split of the Company’s common shares (including an allotment without
contribution of the Company’s common shares) or share consolidation of the shares on and after the date of approvalof this proposal, the Company may rationally adjust the maximum total number of shares to be allotted based on theshare split ratio or reverse share split ratio.). The amount to be paid in per share shall be determined by the Board of
Directors based on the closing price of the Company’s common share on the Tokyo Stock Exchange on the business
day immediately prior to each date of resolution by the Board of Directors concerning the issuance or disposal of theshares of common stock of the Company (if there is no closing price on such date, the closing price on the closest
preceding trading day).
The upper limit of remuneration amount in this proposal, the total number of common shares of Company stock to
be issued or disposed of, and other conditions for granting restricted shares to Eligible Directors based on this
proposal shall be decided after considering above objectives, the business circumstances of the Company, policies
related to determination of remuneration, etc. for individual Directors of the Company (details listed in the Business
Report, attached document of this Notice (page 41)) *(in Japanese original only), and other matters. The ratio ofrestricted shares to total number of issued shares has been determined in this proposal to be appropriate because thedilution rate will be an insignificant 0.04% maximum yearly.
Subject to the approval and adoption of Proposal 2, “Election of 14 Directors” as originally proposed, the number of
Eligible Directors will be 9.
For the granting of restricted shares to Eligible Directors, an agreement on allotment of restricted shares that includes
the content outlined below (the “Allotment Agreement”) shall be entered into between the Company and each Eligible
Director.
Subject to the approval of this proposal as originally proposed, the Company plans to pay remuneration to grant thesame restricted shares to Officers of the Company.
[Summary of Details of Allotment Agreement](i) Restriction Period
The Eligible Directors shall not transfer, or use as collateral, or otherwise dispose of the common shares of theCompany (hereinafter the “Transfer Restriction”) allotted under the Allotment Agreement (hereinafter the“Allotted Shares”), for a period between the date they receive the allotment pursuant to the Allotment
Agreement, and the day that they resign as Director of the Company (however, in the event that the Director
serves concurrently as an executive director of the Company or assumes office as an executive director of theCompany at the same time as resigning as Director, they will be retired when they are no longer Director or
executive director of the Company) (hereinafter the “Restriction Period”).

- 20 -

(ii)Lifting of Transfer Restrictions
The Company shall lift the Transfer Restrictions of all of the Allotted Shares upon expiration of the Eligible
Director’s term of office or if they resign for any justifiable reason.
(iii) Acquisition of Allotted Shares without contribution
If during the Restriction Period, the Eligible Director violates laws and regulations, acts in coordination with acompetitor, or otherwise acts in a manner that undercuts the objective for adopting the restricted share-based
remuneration plan, the Company may acquire all the Allotted Shares without contribution.
(iv) Treatment during reorganization, etc.
Notwithstanding the provision of (i) above, if, during the Restriction Period, matters relating to a merger
agreement in which the Company is the disappearing company, a share exchange agreement or share transfer
plan in which the Company becomes a wholly owned subsidiary, or other reorganization, etc. are approved at
the Company’s General Meeting of Shareholders (or at a meeting of its Board of Directors in cases whereapproval at the Company’s General Meeting of Shareholders is not required in relation to the reorganization,etc.), the Company shall lift the Transfer Restrictions on the Allotted Shares with the number of shares that isreasonably determined considering the period from the start date of the Restriction Period to the effective dateof the reorganization, etc. as of the time immediately prior to the day on which the reorganization, etc. becomes
effective. In these cases, the Company shall acquire without contribution all the Allotted Shares on which theTransfer Restrictions have not been lifted as of the time immediately prior to the day on which thereorganization, etc. becomes effective.
(v) Other Matters Determined by the Board of Directors
In addition to the above, the method for expressing intentions and giving notifications in the Allotment
Agreement, the method for amending the Allotment Agreement, and other matters to be determined by the
Board of Directors shall be laid out in the Allotment Agreement.
Special accounts will be opened by Eligible Directors at a securities company determined by the Company to manage
the restricted shares so that Eligible Directors cannot transfer, create a security interest in, or otherwise dispose of
the granted restricted shares during the Restriction Period.

- 21 -