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, theoriginal shall prevail. The Company assumes no responsibility for this translation or for direct,
indirect or any other forms of damages arising from the translation.

Securities code: 4043
June 6, 2016
To Those Shareholders with Voting Rights
Hiroshi Yokota
Representative Director
Tokuyama Corporation
1-1 Mikage-cho, Shunan-shi, Yamaguchi

Notice of Convocation of the 152nd Ordinary General Meeting of Shareholders
First and foremost, we at Tokuyama Corporation would like to express our deepest sympathies to all
those who have been affected by the 2016 Kumamoto Earthquake.
You are cordially invited to attend the 152nd Ordinary General Meeting of Shareholders of theCompany.
If you are unable to attend the meeting, you can exercise your voting rights in writing or via
the Internet. Please review the Reference Documents for the General Meeting of Shareholders
and exercise your voting rights by 6:00 p.m. on Thursday, June 23, 2016.
Exercise of Voting Rights in Writing (by Mail)
Please indicate your approval or disapproval of the proposals on the enclosed Voting Rights
Exercise Form and return it so that it arrives by the voting deadline indicated above.
Exercise of Voting Rights via the Internet
Access the Company’s designated voting rights exercise website (http://www.evote.jp/), input thelogin ID and temporary password indicated on the enclosed Voting Rights Exercise Form, follow
the instructions on the screen, and input your approval or disapproval of the proposals.
1. Date and time:

Friday, June 24, 2016, at 10:00 a.m. (Reception opens at 8:30 a.m.)* Please come early to the venue as the reception will be congested as it
becomes close to the commencement of the meeting.

2. Place:

Tokuyama Corporation Culture Gymnasium
1-1-25, Eguchi, Shunan-shi, Yamaguchi* (Please note that the meeting will be held in a different place fromthe previous year.)

3. Meeting agenda
Matters to be reported:
1. Report on the Business Report, the Consolidated Financial Statements for the 152nd Fiscal
Term (from April 1, 2015 to March 31, 2016) and the Results of Audits of the Consolidated
Financial Statements by the Accounting Auditor and the Audit & Supervisory Board
2. Report on the Non-Consolidated Financial Statements for the 152nd Fiscal Term (from April
1, 2015 to March 31, 2016)-1-

Matters to be resolved:
Proposal No. 1: Reduction of Capital Stock, Legal Capital Surplus, and Legal Retained
Earnings
Proposal No. 2: Appropriation of Surplus
Proposal No. 3: Partial Amendments to the Articles of Incorporation
Proposal No. 4: Issuance of Class A Shares by Third-party Allotment
Proposal No. 5: Election of Nine (9) Directors
Proposal No. 6: Election of the Accounting Auditor
4. Decision for convocation
Please refer to the information on the exercise of voting rights via the Internet.
* When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception.
* Documents attached to the “Notice of Convocation of the 152nd Ordinary General Meeting of
Shareholders” are included in the enclosed “Report on the 152nd Fiscal Term: To Our
Shareholders.”* Of the documents to be provided with this notice, the “Notes to the Consolidated Financial
Statements” and the “Notes to the Non-Consolidated Financial Statements” are not provided in the
appendix to the reported matters because they have been posted on the Company’s website(http://www.tokuyama.co.jp/), pursuant to the provisions of applicable laws and regulations andArticle 16 of the Articles of Incorporation.
* If any revision is made with regard to the matters stated in the Business Report, Non-Consolidated
Financial Statements, Consolidated Financial Statements and the Reference Documents for the
General Meeting of Shareholders, the modified information will be shown on the website of theCompany (http://www.tokuyama.co.jp/).
* Reception is scheduled to start at 8:30 a.m. on the day of the meeting.
* We will abolish the shareholders’ briefing and a shareholders’ reception, which have been held
until previous year. We would like to sincerely ask the shareholders’ understanding of theabolition.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Reduction of Capital Stock, Legal Capital Surplus, and Legal Retained
Earnings
1. Reason for Proposal
The Company recorded retained earnings brought forward of 97,622,102,409 yen as a result ofrecording a loss in the fiscal year ended March 31, 2016. To make up for the deficit andpromptly build its healthy financial position and prepare for a dynamic and flexible capital
policy in the future, pursuant to the provisions of Article 447, Paragraph 1 and Article 448,
Paragraph 1 of the Companies Act, the Company proposes to decrease the amount of capitalstock, legal capital surplus, and legal retained earnings (hereinafter, the “Reduction of Capital
Stock, etc.”), and make transfers from capital stock and legal capital surplus to other capitalsurplus and from legal retained earnings to retained earnings brought forward.
As this Proposal involves the transfer of accounts inside the net assets section of theCompany’s balance sheet, there is no change to the net asset amount, and it will not affect the
number of shares owned by shareholders.
2. Matters Concerning the Reduction of Capital Stock, etc.
(1) Amount of capital stock to be decreased
The 53,458,962,788 yen of capital stock, is to be reduced by 43,458,962,788 yen, and thefull amount by which capital stock is reduced is to be transferred to other capital surplus.
(2) Amount of legal capital surplus to be decreased
The ¥57,670,181,909 of legal capital surplus is to be reduced by its full amount and thefull amount by which legal capital surplus is reduced is to be transferred to other capitalsurplus.
(3) Amount of legal retained earnings to be decreased
The 4,122,180,058 yen of legal retained earnings is to be reduced by its full amount andthe full amount by which legal retained earnings is reduced is to be transferred to retained
earnings brought forward.
(4) Effective date of the Reduction of Capital Stock, etc.
June 24, 2016

-3-

Proposal No. 2: Appropriation of Surplus
1. Reason for Proposal
The Company shall perform the Reduction of Capital Stock, etc. described in the Proposal No.
1 “Reduction of Capital Stock, Legal Capital Surplus, and Legal Retained Earnings” and after
making this transfer of accounts, pursuant to the provisions of Article 452 of the Companies
Act, it shall reverse 81,928,922,351 yen of the total of 101,129,144,697 yen of other capitalsurplus and the full amount of general reserve and transfer the amount to retained earnings
brought forward in order to make up for the deficit.
The appropriation of surplus pursuant to this Proposal (hereinafter, the “Appropriation of
Surplus,” is conditional upon the Reduction of Capital Stock, etc. taking effect.
In regard to the payment of dividends for the fiscal year under review, the Company has
considered the detrimental effect on net assets as a result of recording the loss, and judging it
prudent to give priority to recover a sound financial position that is resilient to business risks,
the Company, with sincere regret, has decided to not pay dividends.
While aiming to recover a prompt financial position and build stable revenue earning power,
the Company will strive to recommence the payment of dividends to shareholders at theearliest opportunity.
2. Matters Concerning the Appropriation of Surplus(1) Items and amounts of surplus to be decreased
Other capital surplus:
81,928,922,351 yen
General reserve:
11,571,000,000 yen(2) Items and amounts of surplus to be increased
Retained earnings brought forward:
93,499,922,351 yen(3) Effective date of the appropriation of surplus
June 24, 2016

-4-

Proposal No. 3: Partial Amendments to the Articles of Incorporation
1. Reason for Proposal
Based on the key words “Accelerating Our Growth Strategies,” the Company put in place athree-year management plan in May 2012 and made efforts to build a structure for accelerating
growth and addressing issues. According to the plan, we aimed to expand the polysiliconbusiness at Tokuyama Malaysia Sdn. Bhd., in order to reinforce strategic growth businesses.
However, we fell short of stabilizing the quality and production of semiconductor-grade
products, while the business environment for solar-grade products deteriorated due to a slump
in the polysilicon market and the Company considered the possibility of recovering investment.
As a result, the Company posted extraordinary losses of 88.4 billion yen and 125.7 billion yen
in its consolidated financial results for the fiscal year ended March 2015 and the fiscal year
ended March 2016, respectively. Consequently, consolidated net assets plummeted to 60.2
billion yen (fiscal year ended March 2016) from 236.4 billion yen (fiscal year ended March2014), reducing the Company’s equity ratio to 29.3% and 12.8% in the fiscal year ended
March 2015 and the fiscal year ended March 2016, respectively. We regard it to be an urgent
task to reinforce the deteriorated shareholders’ equity and strengthen our financial platform,in order to promptly restore the confidence of stakeholders, including business partners who
have long-standing business relations with us.
Moreover, as announced on May 12, 2016, the Company has set “New Foundation” as thefundamental policy, with the aim of becoming the world’s No. 1 in the field of advanced
materials using unique technologies for growth businesses (Specialty Products, Life &Amenity and new businesses), and attaining Japan’s top position for traditional businesses(Chemicals and Cement) in terms of competitiveness. As the foundation for a recovery towardachieving those goals, we have formulated a five-year medium-term management plan
covering the period from FY2016 to FY2020. The Company aims to achieve net sales of 335.0
billion yen and operating income of 36.0 billion yen in FY2020 by implementing operational
measures in line with the positioning of growth businesses and traditional businesses, as well
as by carrying out cross-business measures to strengthen the competitiveness of the Tokuyama
Factory.
We believe that appropriate and strategic capital expenditures are important to consistently
carry out the five-year medium-term management plan for building the “cornerstone of theGroup’s revitalization” and achieve the plan’s numerical targets of net sales and operating
income. In the medium-term management plan, we plan to invest a total of 116.0 billion yen
over five years, including aggressive investments for expansion of capacity and sales, as wellas investments in maintenance and renewal, and for strategic investments limit in M&As, etc.
of 20.0 billion yen.
We intend to further expand our businesses and achieve growth by steadily implementing thefive-year medium-term management plan, rapidly improving shareholders’ equity, which has-5-been impaired to 12.8%, and maintaining and enhancing the trust of stakeholders including ourbusiness partners.
Taking such circumstances into account, since February of this year, the Company has
investigated and reviewed multiple investors as candidates to accept a third-party allotment
who could contribute the funds required to reinforce the Company’s capital. From a small
number of candidate allottees who could afford to pay the amount required for the increase incapital, Japan Industrial Solutions Fund I (hereinafter referred to as the “Planned Allottee”),
which is feasible to meet the conditions, has been selected. The Board of Directors’ meeting
held on May 12, 2016 resolved to issue a total of 20,000,000,000 yen of Class A Shares to the
Planned Allottee (hereinafter referred to the “Capital Increase by Third-Party Allotment”). We
consider that this resolution will pave the way for returning the capital to the past level andconsequently stabilizing our financial standing, as well as securing the necessary funds forcapital expenditures to expand sales of advanced materials, rationalize investments forstrengthening the competitiveness of the Tokuyama Factory, make strategic M&A investments,
which will be used specifically for the expansion of aluminum nitride production equipment,
which is a part of the aforementioned capital expenditures limit, and some of funds requiredfor M&As, thus contributing to reinforcing the revenue base of the Company’s group andenhancing shareholder value in the long run. Through this increase of shareholders’ equity, we
w i l l f u l f i l l t h e ex p e ct a t i o n s o f o u r s t a k e h o l d e r s , i n cl u d i n g s h ar e h o l d e r s .
To enable the issuance of Class A Shares, Class B Shares—which are issued if put options, theconsideration for which is cash and Class B Shares, attached to all Class A Shares are
exercised—and Class C Shares—which are issued if Class A Shares are acquired based on call
options, the consideration for which is cash and Class C Shares, attached to all Class A
Shares—new provisions in relation to Class A Shares, Class B Shares, and Class C Shares, i.e.,adding Class A Shares, Class B Shares, and Class C Shares as new types of share will be
added to the Articles of Incorporation, and other necessary amendments will be made (Theamendments based on this Proposal are hereinafter referred to as the “amendments to the
Articles of Incorporation).”-6-

2. The Content of Amendments
The details of amendments are as follows:(Amendments are underlined.)
Current Articles of Incorporation

Proposed Revisions

Chapter 2. Shares

Chapter 2. Shares

Article 6.

Total Number ofAuthorized Shares

Article 6.

Total Number of Authorized Shares

The total number of authorized shares of
the Company shall be 700 million(700,000,000) shares.

The total number of authorized shares of the Company shall be 700 million(700,000,000) shares and the total number of authorized class shares ofcommon shares shall be 700 million (700,000,000) shares, the total numberof authorized class shares of Class A Shares shall be twenty thousand(20,000) shares, the total number of authorized class shares of Class B
Shares shall be four thousand and four hundred (4,400) shares, and the total
number of authorized class shares of Class C Shares shall be twenty
thousand (20,000) shares.

(New Clause)

Article 6-2. Class A Shares
1. The contents of Class A Shares to be issued by the Company are set
forth in the following paragraph to Paragraph 12.
2. Dividend of Surplus(1) Class A Preferred Dividends
When the Company divides its surplus with the day belonging to one
business year set as the record date, the Company shall divide thesurplus in cash as set forth in the following item per Class A Share(hereinafter cash to be paid per Class A Share in the dividend called“Class A Preferred Dividends”) among shareholders holding Class A
Shares (hereinafter called the “Class A Shareholders”) and registeredpledgees of shares of Class A Shares (hereinafter collectively calledwith Class A Shareholders, “Class A Shareholders, Etc.”) who areentered or recorded in the last shareholder register as of the record
date of the dividend of surplus (hereinafter in this Article called the“Record Date for Dividend”) in accordance with the payment priority
set forth in Paragraph 11 (1). If there is a fraction of less than one (1)yen in the amount obtained by multiplying Class A Preferred
Dividends by the number of Class A Shares to which each of Class A
Shareholders, Etc. is entitled, the fraction shall be rounded down.
(2) Amount of Class A Preferred Dividends
The amount of Class A Preferred Dividends shall be the amount ofcash calculated by multiplying 1,000,000 yen (hereinafter in this
Article called, the “Amount Equivalent to the Amount to Be Paid in”)
by the Class A Preferred Dividend Yearly Rate (as defined below),which shall be calculated per diem, as one (1) year being threehundred and sixty-five (365) days (or three hundred and sixty-six(366) days, if the business year is a leap year), for the actual numberof days of the period from the first day of the business year to which
the Record Date for Dividend belongs (or June 27, 2016, if theRecord Date for Dividend belongs to the business year ending on
March 31, 2017) (including the date) to the Record Date for Dividend(including the date). (Division shall be to the second decimal place
below one (1) yen and it shall be rounded to the first decimal place.)
Provided, however, in a case where payment of dividends of surplus
with a record date prior to the Record Date for Dividend in thebusiness year to which the Record Date for Dividend belongs has
already been paid to Class A Shareholders, Etc., the amount of Class
A Preferred Dividends pertaining to the Record Date for Dividend
shall be the amount obtained by deducting the total amount of Class
A Preferred Dividends in the dividend of surplus carried out earlier inthe business year prior to the Record Date for Dividend from theamount calculated by the above method.
The “Class A Preferred Dividend Yearly Rate” shall be each of the-7-Current Articles of Incorporation

Proposed Revisions
yearly rates set forth below for the business year in case the Record
Date for Dividend belongs to any of the business years listed below:
Fiscal year ending on March 31, 2017: 5.0%
Fiscal year ending on March 31, 2018: 5.5%
Fiscal year ending on March 31, 2019: 6.0%
Fiscal years ending on and after April 1, 2019: 6.5%
(3) Non-participation
No dividends of surplus shall be paid to Class A Shareholders, Etc.
beyond the amount of Class A Preferred Dividends nor the Amount ofClass A Accumulated Unpaid Dividends (as defined in the followingitem), except for dividends of surplus paid in an absorption-typecompany split procedure carried out by the Company, which isprovided in Article 758 (viii) (b) or Article 760 (vii) (b) or dividendsof surplus paid in an incorporation-type company split procedure
carried out by the Company which is provided in Article 763,
Paragraph 1 (xii) (b) or Article 765, Paragraph 1 (viii) (b), of theCompanies Act (Act No. 86 of 2005) (hereinafter called, the“Companies Act”).
(4) Accumulation
Unless the total amount of dividends of surplus per share paid toClass A Shareholders, Etc. under the condition that the day thatbelongs to one business year is the record date (excluding dividendsof the Class A Accumulated Unpaid Dividends (as defined below)
accumulated in accordance with the provision of this item for Class A
Preferred Dividends in respect of each business year prior to thebusiness year) reaches Class A Preferred Dividends in respect of thebusiness year (meaning Class A Preferred Dividends calculated inaccordance with item (2) on the assumption that dividends of surplus
for which the last day of the business year is the record date are paid,
provided, however, that the calculation shall be done as if the proviso
of item (2) shall not apply thereto), the shortfall shall be accumulated
in the business years after the next business year of the business year
(hereinafter in this item called, the “Business Year with Shortfall”).
The accumulated amount in the case shall be the amount obtained,
for the shortfall, by adding to the shortfall the amount obtained by
calculating compound interest for each business year (meaning aperiod from the first day of the business year (including the date) tothe Accumulated Dividend Date (including the date) in case of thebusiness year to which the Accumulated Dividend Date belongs) at
the Class A Preferred Dividend Yearly Rate in respect of eachbusiness year after the next business year of the Business Year with
Shortfall for the period from the first day of the next business year of
the Business Year with Shortfall (including the date) to the day on
which the accumulated amount is to be divided among Class A
Shareholders, Etc. (hereinafter in this item called, the “Accumulated
Dividend Date”) (including the date). The calculation shall be done
per diem, as one (1) year being three hundred and sixty-five (365)days (or three hundred and sixty-six (366) days, if the business year
is a leap year), and division shall be done at the end to the second
decimal place below one (1) yen and it shall be rounded to the firstdecimal place. The amount accumulated in accordance with this item(hereinafter called, the “Amount of Class A Accumulated Unpaid
Dividends”) shall be divided among Class A Shareholders, Etc. inaccordance with the payment priority set forth in Paragraph 11 (1).
3. Distribution of Residual Assets(1) Distribution of Residual Assets
When the Company distributes residual assets, the Company shall
pay to Class A Shareholders, Etc. the amount of cash obtained byadding the Amount of Class A Accumulated Unpaid Dividends andthe Amount of Class A Daily Prorated Unpaid Dividends (as defined
below) to the Amount Equivalent to the Amount to Be Paid in-8-Current Articles of Incorporation

Proposed Revisions(hereinafter called, the “Amount of Class A Residual Assets to Be
Distributed”) per Class A Share in accordance with the payment
priority set forth in Paragraph 11 (2). If there is a fraction of less thanone (1) yen in the amount obtained by multiplying the Amount ofClass A Residual Assets to Be Distributed by the number of Class A
Shares to which each of Class A Shareholders, Etc. is entitled, thefraction shall be rounded down. The “Amount of Class A Daily
Prorated Unpaid Dividends” shall be the amount equivalent to theClass A Preferred Dividends calculated in accordance with item (2)of the preceding paragraph on the assumption that the Class A
Preferred Dividends are paid under the condition that the Distribution
Date is the record date in the business year to which the day on which
residual assets are to be distributed (hereinafter in this Article called,the “Distribution Date”) belongs.
(2) Non-participation
No residual assets shall be distributed to Class A Shareholders, Etc.
other than as set forth in the preceding item.
4. Voting Rights
Except as otherwise provided in laws or regulations, Class A
Shareholders have no voting right at the General Meetings ofShareholders.
5. Call Options, Consideration for Which Is Cash
When the day determined separately by the Company’s Board of
Directors arrives on or after June 27, 2016 (hereinafter in this Article
called, the “Cash Consideration Redemption Date”), the Company
may, by virtue of the Cash Consideration Redemption Date, acquire allor a part of Class A Shares (being limited to the number of shares of
the whole-number multiple of 5,000 shares in case of a partial
acquisition) from Class A Shareholders, Etc. in exchange for a cash
consideration to the extent permissible under laws and regulations(hereinafter in this Article called, the “Cash Consideration
Redemption”) and the Company shall pay to the Class A Shareholders
the amount of cash obtained by multiplying the Amount Equivalent to
the Amount to Be Paid in by the Redemption Coefficient (as defined
below) and then adding the Amount of Class A Accumulated Unpaid
Dividends and the Amount of Class A Daily Prorated Unpaid
Dividends thereto per Class A Share in exchange for the acquisition ofClass A Shares in respect of the Cash Consideration Redemption. Any
partial acquisition of Class A Shares shall be carried out by a pro rata
method. Concerning the application of the definitions of the “Amountof Class A Accumulated Unpaid Dividends” and the “Amount of ClassA Daily Prorated Unpaid Dividends” in this paragraph, the “day on
which the accumulated amount is to be divided among Class A
Shareholders, Etc.,” the “Accumulated Dividend Date,” the “day on
which residual assets are to be distributed” and the “Distribution Date”
in the definitions shall be read respectively as the “Cash Consideration
Redemption Date” and the definitions shall apply accordingly. If there
is a fraction of less than one (1) yen in cash to be paid in exchange forthe acquisition of Class A Shares in respect of the Cash Consideration
Redemption, the fraction shall be rounded down.
The “Redemption Coefficient” shall be each of the figures set forth
below for the period in case the Cash Consideration Redemption Datebelongs to any of the following periods:
On or after June 27, 2016 to June 30, 2017: 1.07
On or after July 1, 2017 to June 30, 2018: 1.13
On or after July 1, 2018 to June 30, 2019: 1.19
On or after July 1, 2019 to June 30, 2020: 1.25
On or after July 1, 2020: 1.30
6. Call Portions, Consideration for Which Is Cash and Class C Shares
When the day determined separately by the Company’s Board of-9-Current Articles of Incorporation

Proposed Revisions
Directors arrives on or after the day on which the financial statements
in respect of the business year ending on March 31, 2018 (including
the date) is approved by the Company’s Board of Directors (hereinafterin this Article called the “Exercise Date of Call Options, Consideration
for Which Is Shares, Etc.”), the Company may acquire all, but not apart, of Class A Shares in exchange for cash and Class C Shares as aconsideration to the extent permissible under laws and regulations(hereinafter in this Article called, the “Exercise of Call Options,
Consideration for Which Is Shares, Etc.”) and the Company shall pay
and issue to Class A Shareholders (a) cash in the total of the Amount ofClass A Accumulated Unpaid Dividends and the Amount of Class A
Daily Prorated Unpaid Dividends and (b) one (1) Class C Share in
exchange for the acquisition of Class A Shares in respect of the
Exercise of Call Options, Consideration for Which Is Shares, Etc.
Concerning the application of the definitions of the “Amount of ClassA Accumulated Unpaid Dividends” and the “Amount of Class A Daily
Prorated Unpaid Dividends” in this item, the “day on which theaccumulated amount is to be divided among Class A Shareholders,Etc.,” the “Accumulated Dividend Date,” the “day on which residual
assets are to be distributed,” and the “Distribution Date” in thedefinitions shall be read, respectively, as the “Exercise Date of Call
Options, Consideration for Which Is Shares, Etc.” and the definitions
shall apply accordingly. If there is a fraction of less than one (1) yen in
cash to be paid in exchange for the acquisition of Class A Shares inrespect of the Exercise of Call Options, Consideration for Which Is
Shares, Etc., the fraction shall be rounded down.
7. Put Options, Consideration for Which Is Cash and Class B Shares(1) Put Options, Consideration for Which Is Shares, Etc.
Class A Shareholders may, at any time on and after June 27, 2016,
request the Company to acquire all or a part of Class A Shares heldby them in exchange for the payment of cash and the issuance ofClass B Shares to the extent permissible under laws and regulations(hereinafter in this Article called, the “Exercise of Put Options,
Consideration for Which Is Shares, Etc.”) and the Company shall pay
and issue to the Class A Shareholders (a) the amount of cash obtainedby adding the Amount of Class A Accumulated Unpaid Dividends
and the Amount of Class A Daily Prorated Unpaid Dividends to theAmount Equivalent to the Amount to Be Paid in and (b) the numberof Class B Shares set forth in the following item (hereinafter in this
Article called, “Class B Shares Subject to Put Option”) per Class A
Share in exchange for the acquisition of Class A Shares in respect of
the Exercise of Put Options, Consideration for Which Is Shares, Etc.
Concerning the application of the definitions of “Amount of Class A
Accumulated Unpaid Dividends” and “Amount of Class A Daily
Prorated Unpaid Dividends” in this item, the “day on which theaccumulated amount is to be divided among Class A Shareholders,Etc.,” the “Accumulated Dividend Date,” the “day on which residual
assets are to be distributed” and the “Distribution Date” in thedefinitions shall be read respectively as the “day on which theExercise of Put Options, Consideration for Which Is Shares, Etc.
becomes effective” and the definitions shall apply accordingly. If
there is a fraction of less than one (1) yen in cash to be paid in
exchange for the acquisition of Class A Shares in respect of the
Exercise of Put Options, Consideration for Which Is Shares, Etc., thefraction shall be rounded down.
(2) Number of Class B Shares to Be Issued in Exchange for Acquisitionof Class A Shares
The number of Class B Shares to be issued in exchange for theacquisition of Class A Shares per Class A Share in respect of the
Exercise of Put Options, Consideration for Which Is Shares, Etc.
shall be each of the following numbers set forth concerning theperiod in case the day on which the Exercise of Put Options,
Consideration for Which Is Shares, Etc. becomes effective belongs to- 10 -

Current Articles of Incorporation

Proposed Revisions
any of the periods listed below. If there is a fraction of less than one(1) share in the total number of Class B Shares to be issued in
exchange for the acquisition of Class A Shares in respect of the
Exercise of Put Options, Consideration for Which Is Shares, Etc., thefraction shall be rounded down. In the case, no cash provided in
Article 167, Paragraph 3 of the Companies Act shall be paid.
On or after June 27, 2016 to June 30, 2017: 0.16
On or after July 1, 2017 to June 30, 2018: 0.16
On or after July 1, 2018 to June 30, 2019: 0.18
On or after July 1, 2019 to June 30, 2020: 0.20
On or after July 1, 2020: 0.22
8. Put Options, Consideration for Which Is Common Shares(1) Put Options, Consideration for Which Is Common SharesClass A Shareholders may, at any time on and after June 27, 2016,
request the Company to acquire all or a part of Class A Shares heldby them in exchange for the issuance of the number of commonshares set forth in the following item (hereinafter in this Article
called, “Common Shares Subject to Put Option”) (hereinafter in this
Article called, “Exercise of Put Options, Consideration for Which Is
Common Shares”) and the Company shall issue to the Class A
Shareholders Common Shares Subject to Put Option in exchange forthe acquisition of Class A Shares in respect of the Exercise of Put
Options, Consideration for Which Is Common Shares.
(2) Number of Common Shares to Be Issued in Exchange for Acquisitionof Class A Shares
The number of common shares to be issued in exchange for theacquisition of Class A Shares per Class A Share in respect of the
Exercise of Put Options, Consideration for Which Is Common Sharesshall be the number obtained by adding the Amount of Class A
Accumulated Unpaid Dividends and the Amount of Class A Daily
Prorated Unpaid Dividends to the Amount Equivalent to the Amountto Be Paid in and then dividing it by the acquisition price set forth in
the following item to item (6). Concerning the application ofdefinitions of “Amount of Class A Accumulated Unpaid Dividends”
and “Amount of Class A Daily Prorated Unpaid Dividends” in this
item, the “day on which the accumulated amount is to be divided
among Class A Shareholders, Etc.,” the “Accumulated Dividend
Date,” the “day on which residual assets are to be distributed” and the“Distribution Date” in the definitions shall be read, respectively, as
the “day on which the Exercise of Put Options, Consideration for
Which Is Common Shares becomes effective” and the definitions
shall apply accordingly. If there is a fraction of less than one (1) sharein the total number of common shares to be issued in exchange forthe acquisition of Class A Shares in respect of the Exercise of Put
Options, Consideration for Which Is Common Shares, the fraction
shall be rounded down. In the case, no cash provided in Article 167,
Paragraph 3 of the Companies Act shall be paid.
(3) Initial Acquisition Price
174.8 yen
(4) Revision of Acquisition Price
The acquisition price shall be revised to the amount equivalent toninety (90) percent (being calculated to the second decimal place
below one (1) yen and then being rounded to the first decimal place)of the average of the Volume Weighted Average Price (hereinafter
called, “VWAP”), which shall be adjusted to the amount judged to beappropriate by the Company by applying the following item if any ofthe events provided in the following item occurs during theAcquisition Price Calculation Period, of ordinary trading of theCompany’s common shares announced by Tokyo Stock Exchange,
Inc. (hereinafter called, “TSE”) for twenty (20) continuous Trading- 11 -

Current Articles of Incorporation

Proposed Revisions
Days prior to each Revision Date of Acquisition Price (meaning
twenty (20) Trading Days excluding days on which VWAP is notannounced, hereinafter in this item called, the “Acquisition Price
Calculation Period”) on the first day on which the Exercise of Put
Options, Consideration for Which Is Common Shares becomes
effective on or after December 27, 2016 and anniversaries thereof
every six (6) months thereafter (or the next Trading Day thereof
unless the day falls under the Trading Day (as defined below),hereinafter in this Article called, the “Revision Date of Acquisition
Price”) (hereinafter in this Article the acquisition price after therevision being called, the “Revised Acquisition Price”) and the
Revised Acquisition Price shall apply on and after the Revision Dateof Acquisition Price, provided, however, that if the Revised
Acquisition Price falls below 139.8 yen (being subject to theadjustment in item (6), hereinafter called, the “Lower Limit of ClassA Acquisition Price”), the Revised Acquisition Price shall be theLower Limit of Class A Acquisition Price and, if the Revised
Acquisition Price exceeds 209.8 yen (being subject to the adjustment
in item (6), hereinafter called, the “Higher Limit of Class A
Acquisition Price”), the Revised Acquisition Price shall be the Higher
Limit of Class A Acquisition Price.
The “Trading Day” shall be the day on which ordinary trading ofcommon shares of the Company is carried out at TSE.
(5) Adjustment of Acquisition Price(a) In case of any of the events listed below, the acquisition price shallbe adjusted for each event as follows:(i) In case of split or allotment of shares without contribution
concerning common shares, the acquisition price shall be adjusted
using the following formula. In case of allotment of shares
without contribution, the “number of issued common shares
before split,” in the following formula, shall be read as the“number of issued common shares before allotment without
contribution (excluding common shares held by the Company atthat time)” and the “number of issued common shares after split”
as the “number of issued common shares after allotment without
contribution (excluding common shares held by the Company atthat time),” respectively.
acquisition priceacquisition price
after
x
=
before adjustment
adjustment

number of issued
common shares before
split
number of issued
common shares after split

The acquisition price after adjustment shall apply on and after the
day after the record date in respect of the share split or the day on
which the allotment of shares without contribution becomes
effective (or the day after the record date, if any record date inrespect of the allotment of shares without contribution is set).
(ii) In case of consolidation of shares concerning common shares, theacquisition price shall be adjusted using the following formula:acquisition priceacquisition price=x
after adjustment
before adjustment

number of issued
common shares before
consolidation
number of issued
common shares after
consolidation

The acquisition price after adjustment shall apply on and after the
day on which the consolidation of shares becomes effective.
(iii) In case of issuance of common shares or disposition of commonshares held by the Company at the paid-in amount below themarket price per common share set forth in (d) of this item

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Current Articles of Incorporation

Proposed Revisions(excluding the allotment of shares without contribution, theacquisition of shares or share options (hereinafter in this item
including those attached to corporate bonds with share options) in
exchange for the issuance of common shares, the exercise of shareoptions subject to common shares or the issuance of commonshares in a merger, share exchange, or company split), theacquisition price shall be adjusted using the following formula(hereinafter in this Article called, the “Formula for Acquisition
Price Adjustment”). The “paid-in amount per share” in the
Formula for Acquisition Price Adjustment shall be a fair valuationof the asset in case the subject of contribution is any asset otherthan cash. The acquisition price after adjustment shall apply on
and after the day after the payment date (or the last day of thepayment period, if any payment period is set) or on and after the
day after the record date if any record date in respect of theallotment to shareholders is set (hereinafter in this Article called,the “Shareholder Allotment Date”). In case of the disposition ofcommon shares held by the Company, the “number of commonshares to be newly issued” in the following formula shall be readas the “number of common shares held by the disposing
Company” and the “number of common shares held by theCompany” as the “number of common shares held by theCompany before disposition,” respectively.
number of(number ofpaid-incommonissued common
x amount
shares - number shares to be+ newly issued per shareof common
acquisition acquisition
shares held by market price per common
price after = price before x the Company)
share
adjustment
adjustment(number of issued common shares - numberof common shares held by the Company) +number of common shares to be newly
issued(iv) In case of issuance or disposition of shares for which holders areentitled to have common shares issued at the acquisition price percommon share below the market price per common share set forthin (d) of this item by requesting the Company to acquire or being
acquired by the Company (including the allotment of shares
without contribution), all of the shares to be issued or disposed ofshall be deemed as being acquired under the initial terms andconditions and common shares being issued on the payment date(or, hereinafter in this (iv), the last day of the payment period, if
any payment period is set) of the shares, the day on which theallotment of shares without contribution becomes effective, incase thereof, (or, hereinafter in this (iv), the record date, if any
record date in respect of the allotment of shares without
contribution is set) or the Shareholder Allotment Date, if any, andthe amount calculated using the value as the “paid-in amount per
share” in the Formula for Acquisition Price Adjustment shall be
the acquisition price after adjustment. The acquisition price after
adjustment shall apply on and after the day after the payment date,the day after the day on which the allotment of shares without
contribution becomes effective, in case thereof, or the day after
the Shareholder Allotment Date, if any. Notwithstanding theabove, if the consideration for common shares to be issued at theacquisition is not yet determined at that time, the acquisition priceafter adjustment shall be calculated as if all of the shares to beissued or disposed of are acquired under the terms and conditions
effective at the time of determining the consideration and commonshares are issued when determining the consideration and it shallapply on and after the day when determining the consideration.
(v) In case of the issuance of share options (including the allotment of- 13 -

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Proposed Revisions
share options without contribution) for which holders are entitledto have common shares issued at the value where the total amountof share options to be paid in per common share and any asset tobe contributed at the exercise of share options (hereinafter in this(v) meaning a fair valuation of the assets if the subject ofcontribution is any asset other than cash) is below the market priceper common share set forth in (d) of this item by exercising
options or being acquired by the Company, all of the share options
to be issued shall be deemed as being exercised or acquired under
the initial terms and conditions and common shares being issued
on the allotment date of the share options, the day on which theallotment of share option without contribution becomes effective,in case thereof, (hereinafter in this (v) meaning the record date if
any record date in respect of the allotment of share option without
contribution is set), or the Shareholder Allotment Date, if any, andthe amount calculated using the total amount of the share options
to be paid in per common share and the value per common shareof the asset to be contributed at the exercise of share option as the“paid-in amount per share” in the Formula for Acquisition Price
Adjustment shall be the acquisition price after adjustment. The
acquisition price after adjustment shall apply on and after the day
after the allotment date of the share options, the day after the dayon which the allotment of share option without contribution
becomes effective, in case thereof, or the day after the Shareholder
Allotment Date, if any. Notwithstanding the above, if theconsideration for common shares to be issued at the acquisition or
exercise is not yet determined at that time, the acquisition priceafter adjustment shall be calculated as if all of the share options to
be issued are exercised or acquired under the terms and conditions
effective when determining the consideration and common sharesare issued when determining the consideration and it shall apply
on and after the day after the day when determining theconsideration.
(b) In addition to the events listed in (a) of this item, in any case of (b).
(i) to (b) (iii) of this item, the Company shall properly adjust theacquisition price after giving prior written notice to Class A
Shareholders, Etc. of the occurrence and description of the event,the acquisition price after adjustment, application date, and anyother necessary matters:(i) when the acquisition price needs to be adjusted for a merger, shareexchange, acquisition of all issued shares of another stockcompany by share exchange, share transfer, absorption-typecompany split, succession of all or a part of rights and obligations
held by another company with regard to the company’s businessby an absorption-type company split or incorporation-typecompany split,(ii) when there are two (2) or more events for which the acquisition
price should be adjusted and it is necessary to take the influence ofthe other event into consideration in the market price that should
be used in the calculation of the acquisition price after adjustment
based on one event, or(iii) when the acquisition price otherwise needs to be adjusted due toan event that causes or is likely to cause a change in the number ofissued common shares (excluding the number of common shares
held by the Company).
(c) If the calculation is necessary when adjusting the acquisition price,
it shall be calculated to the second decimal place below one (1) yen
and then rounded to the first decimal place.
(d) The market price per common share used in the Formula for
Acquisition Price Adjustment shall be the average VWAP in theordinary trading of common shares of the Company announced by
TSE for continuous twenty (20) Trading Days prior to the- 14 -

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Proposed Revisions
application day of the acquisition price after adjustment.
(e) If the difference between the acquisition price after adjustment andthe acquisition price before adjustment obtained as a result of thecalculation when adjusting the acquisition price remains at less thanone (1) yen, no adjustment to the acquisition price shall be carriedout, provided, however, that an adjustment judged unnecessary
pursuant to this (e) shall be carried forward to and taken into
consideration in the subsequent adjustment calculation.
(6) Adjustment of Lower Limit of Class A Acquisition Price and Higher
Limit of Class A Acquisition Price
In case of adjusting the acquisition price pursuant to the provision of
the preceding item, the same adjustment shall be carried out also for
the Lower Limit of Class A Acquisition Price and the Higher Limit ofClass A Acquisition Price by applying mutatis mutandis the provisionof the preceding item by reading the “acquisition price” as the“Lower Limit of Class A Acquisition Price” or the “Higher Limit ofClass A Acquisition Price.”
9. Restrictions on Transfer
Any acquisition of Class A Shares by transfer shall be approved by theCompany’s Board of Directors.
10. Consolidation or Split of Shares, Allotment of Shares for Subscription,
Etc.
(1) Consolidation or Split of Shares
The Company shall not carry out a consolidation or share split ofClass A Shares.
(2) Allotment of Shares for Subscription, Etc.
The Company shall not grant Class A Shareholders any right to haveshares for subscription allotted or to have share options forsubscription allotted nor shall it carry out the allotment of shares
without contribution nor the allotment of share option without
contribution.
11. Priority(1) Priority for Dividend of Surplus
For the payment priority for the Class A Preferred Dividends, theAmount of Class A Accumulated Unpaid Dividends, Class B
Preferred Dividends (as defined in Article 6-3.2.(1)), the Amount ofClass B Accumulated Unpaid Dividends (as defined in Article
6-3.2.(4)), Class C Preferred Dividends (as defined in Article 6-4.2.
(1)), the Amount of Class C Accumulated Unpaid Dividends (asdefined in Article 6-4.2.(4)) and dividends of surplus in respect ofcommon shares, the Amount of Class A Accumulated Unpaid
Dividends, the Amount of Class B Accumulated Unpaid Dividends,
and the Amount of Class C Accumulated Unpaid Dividends shall befirst, Class A Preferred Dividends, Class B Preferred Dividends, andClass C Preferred Dividends shall be second and dividends of surplus
in respect of common shares shall be third.
(2) Priority for Distribution of Residual Assets
For the payment priority for distributions of residual assets in respectof Class A Shares, Class B Shares, Class C Shares, and commonshares, the distribution of residual assets in respect of Class A Shares,
Class B Shares, and Class C Shares shall be first, and the distributionof residual assets in respect of common shares shall be second.
(3) Handling of Any Dividends or Distributions in Priority below Total
AmountIf the amount at which the Company divides surplus or distributes
residual assets does not reach the total amount necessary to divide
surplus or distribute residual assets in a certain priority, surplus orresidual assets shall be divided or distributed by a pro rata method
based on the amount necessary to make the dividend of surplus or- 15 -

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Proposed Revisions
distribution of residual assets in the priority.
12. Period of Exclusion
The Provision of Article 46 shall apply mutatis mutandis to thepayment of the Class A Preferred Dividends.

(New Clause)

Article 6-3. Class B Shares
1. The contents of Class B Shares to be issued by the Company shall be
as set forth in the following paragraph to Paragraph 10.
2. Dividend of Surplus(1) Class B Preferred Dividends
When the Company divides its surplus with the day belonging to one
business year set as the record date, the Company shall divide thesurplus in cash as set forth in the following item per Class B Share(hereinafter cash to be paid per Class B Share in the dividend called“Class B Preferred Dividends”) among shareholders holding Class B
Shares (hereinafter called the “Class B Shareholders”) and theregistered pledgees of shares of Class B Shares (hereinaftercollectively called with Class B Shareholders, “Class B Shareholders,
Etc.”) who are entered or recorded in the last shareholder register asof the record date of the dividend of surplus (hereinafter in this
Article called the “Record Date for Dividend”) in accordance withthe payment priority set forth in Paragraph 9 (1). If there is a fractionof less than one (1) yen in the amount obtained by multiplying Class
B Preferred Dividends by the number of Class B Shares to which
each of Class B Shareholders, Etc. is entitled, the fraction shall be
rounded down.
(2) Amount of Class B Preferred Dividends
The amount of Class B Preferred Dividends shall be the amount ofcash calculated by multiplying 1,000,000 yen (hereinafter in this
Article called, the “Amount Equivalent to the Amount to Be Paid in”)
by five point zero (5.0) percent, which shall be calculated per diem,as one (1) year being three hundred and sixty-five (365) days (orthree hundred and sixty-six (366) days, if the business year is a leapyear), for the actual number of days of the period from the first day ofthe business year to which the Record Date for Dividend belongs (orthe day on which Class B Shares are issued for the first time, if theRecord Date for Dividend belongs to the business year in which
Class B Shares are issued for the first time) (including the date) to the
Record Date for Dividend (including the date). (Division shall bedone at the end to the second decimal place below one (1) yen and it
shall be rounded to the first decimal place.) Provided, however, in acase where payment of dividends of surplus with a record date prior
to the Record Date for Dividend in the business year to which the
Record Date for Dividend belongs has already been paid to Class B
Shareholders, Etc., the amount of Class B Preferred Dividends
pertaining to the Record Date for Dividend shall be the amountobtained by deducting the total amount of Class B Preferred
Dividends in the dividend of surplus carried out earlier in thebusiness year prior to the Record Date for Dividend from the amountcalculated by the above method.
(3) Non-participation
No dividends of surplus shall be paid to Class B Shareholders, Etc.
beyond the amount of Class B Preferred Dividends nor the Amountof Class B Accumulated Unpaid Dividends (as defined in thefollowing item), except for dividends of surplus paid in anabsorption-type company split procedure carried out by the Company
which is provided in Article 758 (viii) (b) or Article 760 (vii) (b) or
dividends of surplus paid in an incorporation-type company split
procedure carried out by the Company which is provided in Article
763, Paragraph 1 (xii) (b) or Article 765, Paragraph 1 (viii) (b), of theCompanies Act.

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Current Articles of Incorporation

Proposed Revisions(4) Accumulation
Unless the total amount of dividends of surplus per share paid toClass B Shareholders, Etc. under the condition that the day thatbelongs to one business year is the record date (excluding dividendsof Class B Accumulated Unpaid Dividends (as defined below)
accumulated in accordance with the provision of this item for Class B
Preferred Dividends in respect of each business year prior to thebusiness year) reaches Class B Preferred Dividends in respect of thebusiness year (meaning Class B Preferred Dividends calculated inaccordance with item (2) on the assumption that dividends of surplus
for which the last day of the business year is set as the record date arepaid, provided, however, that the calculation shall be done as if theproviso of item (2) shall not apply thereto), the shortfall shall be
accumulated in business years after the next business year of thebusiness year (hereinafter in this item called, the “Business Year with
Shortfall”). The accumulated amount in the case shall be the amountobtained, for the shortfall, by adding to the shortfall the amountobtained by calculating compound interest for each business year
(meaning a period from the first day of the business year (including
the date) to the Accumulated Dividend Date (including the date) incase of a business year to which the Accumulated Dividend Datebelongs) at the Class B Preferred Dividend Yearly Rate in respect ofeach business year after the next business year of the Business Yearwith Shortfall for a period from the first day of the next business yearof the Business Year with Shortfall (including the date) to the day on
which the accumulated amount is to be divided among Class B
Shareholders, Etc. (hereinafter in this item called, the “Accumulated
Dividend Date”) (including the date). The calculation shall be done
per diem, as one (1) year being three hundred and sixty-five (365)days (or three hundred and sixty-six (366) days, if the business year
is a leap year), and division shall be done at the end to the second
decimal place below one (1) yen and it shall be rounded to the firstdecimal place. The amount accumulated in accordance with this item(hereinafter called, the “Amount of Class B Accumulated Unpaid
Dividends”) shall be divided among Class B Shareholders, Etc. inaccordance with the payment priority set forth in Paragraph 9 (1).
3. Distribution of Residual Assets(1) Distribution of Residual Assets
When the Company distributes residual assets, the Company shall
pay to Class B Shareholders, Etc. the amount of cash obtained byadding the Amount of Class B Accumulated Unpaid Dividends andthe Amount of Class B Daily Prorated Unpaid Dividends (as defined
below) to the Amount Equivalent to the Amount to Be Paid in(hereinafter called, the “Amount of Class B Residual Assets to Be
Distributed”) per Class B Share in accordance with the payment
priority set forth in Paragraph 9 (2). If there is a fraction of less thanone (1) yen in the amount obtained by multiplying the Amount ofClass B Residual Assets to Be Distributed by the number of Class B
Shares to which each of Class B Shareholders, Etc. is entitled, thefraction shall be rounded down.
The “Amount of Class B Daily Prorated Unpaid Dividends” shall be
the amount equivalent to the Class B Preferred Dividends calculated
in accordance with item (2) of the preceding paragraph on theassumption that the Class B Preferred Dividends are paid under thecondition that the Distribution Date is the record date in the businessyear to which the day on which residual assets are to be distributed(hereinafter in this Article called, the “Distribution Date”) belongs.
(2) Non-participation
No residual assets shall be distributed to Class B Shareholders, Etc.
other than as set forth in the preceding item.

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Current Articles of Incorporation

Proposed Revisions
4.

Voting Rights
Except as otherwise provided in laws or regulations, Class B
Shareholders have no voting right at the General Meetings ofShareholders.
5. Call Options, Consideration for Which Is CashUpon the day determined separately by the Company’s Board of
Directors (hereinafter in this Article called the “Cash Consideration
Redemption Date”), the Company may, at any time, by virtue of the
Cash Consideration Redemption Date and giving to Class B
Shareholders, Etc. a prior written notice, which is irrevocable, on orafter the sixtieth (60th) Trading Day (as defined below), but no later
than thirty (30) Trading Days, prior to the Cash Consideration
Redemption Date, acquire all, but not a part, of Class B Shares inexchange for a cash consideration to the extent permissible under laws
and regulations (hereinafter in this Article called “Cash Consideration
Redemption”) and the Company shall pay to the Class B Shareholders
the amount of cash obtained by multiplying the Amount Equivalent to
the Amount to Be Paid in by the Redemption Coefficient (as defined
below) and then adding the Amount of Class B Accumulated Unpaid
Dividends and the Amount of Class B Daily Prorated Unpaid
Dividends thereto per Class B Share in exchange for the acquisition ofClass B Shares in respect of the Cash Consideration Redemption.
Concerning the application of the definitions of the “Amount of Class
B Accumulated Unpaid Dividends” and the “Amount of Class B Daily
Prorated Unpaid Dividends” in this paragraph, the “day on which theaccumulated amount is to be divided among Class B Shareholders,
Etc.”, the “Accumulated Dividend Date”, the “day on which residual
assets are to be distributed” and the “Distribution Date” in thedefinitions shall be read respectively as the “Cash Consideration
Redemption Date” and the definitions shall apply accordingly. If there
is a fraction of less than one (1) yen in cash to be paid in exchange forthe acquisition of Class B Shares in respect of the Cash Consideration
Redemption, the fraction shall be rounded down.
The “Trading Day” shall be the day on which an ordinary trading ofcommon shares of the Company is carried out at TSE.
The “Redemption Coefficient” shall be each of the figures set forth
below for the period in case the Cash Consideration Redemption Datebelongs to any of the following periods:
On or after June 27, 2016 to June 30, 2017: 1.07
On or after July 1, 2017 to June 30, 2018: 1.13
On or after July 1, 2018 to June 30, 2019: 1.19
On or after July 1, 2019 to June 30, 2020: 1.25
On or after July 1, 2020: 1.30
6. Put Options, Consideration for Which Is Common Shares(1) Put Options, Consideration for Which Is Common SharesClass B Shareholders may, at any time, request the Company toacquire all or a part of Class B Shares held by them in exchange forthe issuance of the number of common shares set forth in thefollowing item (hereinafter in this Article called the “Common Shares
Subject to Put Option”) (hereinafter in this Article called, the“Exercise of Put Options, Consideration for Which Is Common
Shares”) and the Company shall issue to the Class B Shareholders
Common Shares Subject to Put Option in exchange for theacquisition of Class B Shares in respect of the Exercise of Put
Options, Consideration for Which Is Common Shares.
(2) Number of Common Shares to Be Issued in Exchange for Acquisitionof Class B Shares
The number of common shares to be issued in exchange for theacquisition of Class B Shares per Class B Share in respect of the
Exercise of Put Options, Consideration for Which Is Common Shares- 18 -

Current Articles of Incorporation

Proposed Revisions
shall be the number obtained by adding the Amount of Class B
Accumulated Unpaid Dividends and the Amount of Class B Daily
Prorated Unpaid Dividends to the Amount Equivalent to the Amountto Be Paid in and then dividing it by the acquisition price set forth in
the following item to item (6). Concerning application of thedefinitions of the “Amount of Class B Accumulated Unpaid
Dividends” and the “Amount of Class B Daily Prorated Unpaid
Dividends” in this item, the “day on which the accumulated amountis to be divided among Class B Shareholders, Etc.,” the“Accumulated Dividend Date,” the “day on which residual assets areto be distributed” and the “Distribution Date” in the definitions shallbe read respectively as the “day on which the Exercise of Put
Options, Consideration for Which Is Common Shares becomes
effective” and the definitions shall apply accordingly. If there is afraction of less than one (1) share in the total number of commonshares to be issued in exchange for the acquisition of Class B Sharesin respect of the Exercise of Put Options, Consideration for Which Is
Common Shares, the fraction shall be rounded down. In the case, nocash provided in Article 167, Paragraph 3 of the Companies Act shallbe paid.
(3) Initial Acquisition Price
174.8 yen
(4) Revision of Acquisition Price
The acquisition price shall be revised to an amount equivalent toninety (90) percent (calculated to the second decimal place below one(1) yen and then rounded to the first decimal place) of the average of
VWAP, which shall be adjusted to the amount judged by theCompany to be appropriate by applying the following item if any ofthe events provided in the following item occurs during theAcquisition Price Calculation Period, of ordinary trading of theCompany’s common shares announced by TSE for continuous twenty(20) Trading Days prior to each Revision Date of Acquisition Price(meaning twenty (20) Trading Days excluding days on which VWAP
is not announced, hereinafter in this item called, the “Acquisition
Price Calculation Period”) on the first day on which the Exercise of
Put Options, Consideration for Which Is Common Shares, becomes
effective on or after December 27, 2016 and anniversaries thereof
every six (6) months thereafter (or the next Trading Day thereof
unless the day falls under the Trading Day, hereinafter in this Article
called, the “Revision Date of Acquisition Price”) (hereinafter in this
Article the acquisition price after the revision being called, the“Revised Acquisition Price”) and the Revised Acquisition Price shallapply on and after the Revision Date of Acquisition Price, provided,
however, that, if the Revised Acquisition Price falls below 139.8 yen(being subject to the adjustment in item (6), hereinafter called, the“Lower Limit of Class B Acquisition Price”), the Revised Acquisition
Price shall be the Lower Limit of Class B Acquisition Price and, if
the Revised Acquisition Price exceeds 209.8 yen (being subject to theadjustment in item (6), hereinafter called, the “Higher Limit of Class
B Acquisition Price”), the Revised Acquisition Price shall be theHigher Limit of Class B Acquisition Price.
The “Trading Day” shall be the day on which ordinary trading ofcommon shares of the Company is carried out at TSE.
(5) Adjustment of Acquisition Price(a) In case of any of the events listed below, the acquisition priceshall be adjusted for each event as follows:(i) In case of split or allotment of shares without contribution
concerning common shares, the acquisition price shall be
adjusted using the following formula. In case of allotment ofshares without contribution, the “number of issued commonshares before split,” in the following formula, shall be read as
the “number of issued common shares before allotment without- 19 -

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Proposed Revisions
contribution (excluding common shares held by the Company atthat time)” and the “number of issued common shares after split”
as the “number of issued common shares after allotment without
contribution (excluding common shares held by the Company atthat time),” respectively.

acquisition priceacquisition price=x
after adjustment
before adjustment

number of issued
common shares before
split
number of issued
common shares after split

The acquisition price after adjustment shall apply on and after
the day after the record date in respect of the share split or the
day on which the allotment of shares without contribution
becomes effective (or the day after the record date, if any record
date in respect of the allotment of shares without contribution isset).
(ii) In case of the consolidation of shares concerning commonshares, the acquisition price shall be adjusted using the following
formula:acquisition priceacquisition price=x
after adjustment
before adjustment

number of issued
common shares before
consolidation
number of issued
common shares after
consolidation

The acquisition price after adjustment shall apply on and after
the day on which the consolidation of shares becomes effective.
(iii) In case of issuance of common shares or disposition of commonshares held by the Company at the paid-in amount below themarket price per common share set forth in (d) of this item
(excluding the allotment of shares without contribution, theacquisition of shares or share options (hereinafter in this item
including those attached to corporate bonds with share options)in exchange for the issuance of common shares, the exercise ofshare options subject to common shares or the issuance ofcommon shares in a merger, share exchange, or company split),
the acquisition price shall be adjusted using the following
formula (hereinafter in this Article called, the “Formula for
Acquisition Price Adjustment”). The “paid-in amount per share”
in the Formula for Acquisition Price Adjustment shall be a fairvaluation of the asset in case the subject of contribution is any
asset other than cash. The acquisition price after adjustment shallapply on and after the day after the payment date (or the last dayof the payment period, if any payment period is set) or on andafter the day after the record date if any record date in respect of
the allotment to shareholders is set (hereinafter in this Article
called, the “Shareholder Allotment Date”). In case of thedisposition of common shares held by the Company, the“number of common shares to be newly issued” in the following
formula shall be read as the “number of common shares held by
the disposing Company” and the “number of common shares
held by the Company” as the “number of common shares heldby the Company before disposition,” respectively.

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Proposed Revisions
number of(number ofpaid-incommonissued common
x amount
shares - number shares to be+ newly issued per shareof common
acquisition acquisition
shares held by market price per common
price after = price before x the Company)
share
adjustment
adjustment(number of issued common shares - numberof common shares held by the Company) +number of common shares to be newly
issued(iv) In case of the issuance or disposition of shares for which holders
are entitled to have common shares issued at the acquisition
price per common share below the market price per commonshare set forth in (d) of this item by requesting the Company toacquire or being acquired by the Company (including theallotment of shares without contribution), all of the shares to beissued or disposed of shall be deemed as being acquired under
the initial terms and conditions and common shares being issued
on the payment date (or, hereinafter in this (iv), the last day ofthe payment period, if any payment period is set) of the shares,
the day on which the allotment of shares without contribution
becomes effective, in case thereof, (or, hereinafter in this (iv),the record date, if any record date in respect of the allotment ofshares without contribution is set) or the Shareholder Allotment
Date, if any, and the amount calculated using the value as the“paid-in amount per share” in the Formula for Acquisition Price
Adjustment shall be the acquisition price after adjustment. The
acquisition price after adjustment shall apply on and after the
day after the payment date, the day after the day on which theallotment of shares without contribution becomes effective, incase thereof, or the day after the Shareholder Allotment Date, ifany. Notwithstanding the above, if the consideration for commonshares to be issued at the acquisition is not yet determined at thattime, the acquisition price after adjustment shall be calculated as
if all of the shares to be issued or disposed of are acquired under
the terms and conditions effective at the time of determining theconsideration and common shares are issued when determining
the consideration and it shall apply on and after the day after the
day when determining the consideration.
(v) In case of the issuance of share options (including the allotmentof share options without contribution) for which holders areentitled to have common shares issued at the value where thetotal amount of share options to be paid in per common shareand any asset to be contributed at the exercise of share options(hereinafter in this (v) meaning a fair valuation of the asset if thesubject of contribution is any asset other than cash) is below themarket price per common share set forth in (d) of this item by
exercising options or being acquired by the Company, all of theshare options to be issued shall be deemed as being exercised or
acquired under the initial terms and conditions and commonshares being issued on the allotment date of the share options,the day on which the allotment of share option without
contribution becomes effective, in case thereof, (hereinafter inthis (v) meaning the record date if any record date in respect of
the allotment of share option without contribution is set), or the
Shareholder Allotment Date, if any, and the amount calculatedusing the total amount of share options to be paid in per commonshare and the value per common share of the asset to becontributed at the exercise of share option as the “paid-in
amount per share” in the Formula for Acquisition Price
Adjustment shall be the acquisition price after adjustment. The- 21 -

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Proposed Revisionsacquisition price after adjustment shall apply on and after the
day after the allotment date of the share options, the day after the
day on which the allotment of share option without contribution
becomes effective, in case thereof, or the day after the
Shareholder Allotment Date, if any. Notwithstanding the above,
if the consideration for common shares to be issued at theacquisition or exercise is not yet determined at that time, theacquisition price after adjustment shall be calculated as if all of
the share options to be issued are exercised or acquired under theterms and conditions effective when determining theconsideration and common shares are issued when determining
the consideration and it shall apply on and after the day after the
day when determining the consideration.
(b) In addition to the events listed in (a) of this item, in any case of (b)(i) to (b) (iii) of this item, the Company shall properly adjust theacquisition price after giving a prior written notice to Class B
Shareholders, Etc. of the occurrence and description of the event,the acquisition price after adjustment, application date and anyother necessary matters:(i) when the acquisition price needs to be adjusted for a merger,
share exchange, acquisition of all issued shares of another stockcompany by share exchange, share transfer, absorption-typecompany split, succession of all or a part of rights andobligations held by another company with regard to thecompany’s business by an absorption-type company split orincorporation-type company split,(ii) when there are two (2) or more events for which the acquisition
price should be adjusted and it is necessary to take the influenceof the other event into consideration in the market price thatshould be used in the calculation of the acquisition price after
adjustment based on one event, or(iii) when the acquisition price otherwise needs to be adjusted due toan event that causes or is likely to cause a change in the number
of issued common shares (excluding the number of commonshares held by the Company).
(c) If the calculation is necessary when adjusting the acquisition
price, it shall be calculated to the second decimal place below one(1) yen and then rounded to the first decimal place.
(d) The market price per common share used in the Formula for
Acquisition Price Adjustment shall be the average VWAP in
ordinary trading of common shares of the Company announced by
TSE for continuous twenty (20) Trading Days prior to theapplication day of the acquisition price after adjustment.
(e) If the difference between the acquisition price after adjustment
and the acquisition price before adjustment obtained as a result of
the calculation when adjusting the acquisition price remains at lessthan one (1) yen, no adjustment to the acquisition price shall be
carried out, provided, however, that an adjustment judged
unnecessary pursuant to this (e) shall be carried forward to andtaken into consideration in the subsequent adjustment calculation.
(6) Adjustment of Lower Limit of Class B Acquisition Price and Higher
Limit of Class B Acquisition Price
In case of adjusting the acquisition price pursuant to the provision of
the preceding item, the same adjustment shall be carried out also for
the Lower Limit of Class B Acquisition Price and the Higher Limit ofClass B Acquisition Price by applying mutatis mutandis the provisionof the preceding item by reading the “acquisition price” as the“Lower Limit of Class B Acquisition Price” or the “Higher Limit ofClass B Acquisition Price.”
7. Restrictions on Transfer
Any acquisition of Class B Shares by transfer shall be approved by the- 22 -

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Proposed Revisions
Company’s Board of Directors.
8. Consolidation or Split of Shares, Allotment of Shares for Subscription,
Etc.
(1) Consolidation or Split of Shares
The Company shall not carry out a consolidation or share split ofClass B Shares.
(2) Allotment of Shares for Subscription, Etc.
The Company shall not grant Class B Shareholders any right to haveshares for subscription allotted or to have share options forsubscription allotted nor shall it carry out the allotment of shares
without contribution nor the allotment of share option without
contribution.
9. Priority(1) Priority for Dividend of Surplus
For the payment priority for the Class A Preferred Dividends, theAmount of Class A Accumulated Unpaid Dividends, the Class B
Preferred Dividends, the Amount of Class B Accumulated Unpaid
Dividends, Class C Preferred Dividends (as defined in Article
6-4.2.(1)), the Amount of Class C Accumulated Unpaid Dividends (asdefined in Article 6-4.2.(4)) and dividends of surplus in respect ofcommon shares, the Amount of Class A Accumulated Unpaid
Dividends, the Amount of Class B Accumulated Unpaid Dividends
and the Amount of Class C Accumulated Unpaid Dividends shall befirst, the Class A Preferred Dividends, the Class B Preferred
Dividends and the Class C Preferred Dividends shall be second anddividends of surplus in respect of common shares shall be third.
(2) Priority for Distribution of Residual Assets
For the payment priority for distributions of residual assets in respectof Class A Shares, Class B Shares, Class C Shares and commonshares, the distribution of residual assets in respect of Class A Shares,
Class B Shares and Class C Shares shall be first, and the distributionof residual assets in respect of common shares shall be second.
(3) Handling of Any Dividends or Distributions in Certain Priority below
Total AmountIf the amount at which the Company divides surplus or distributes
residual assets does not reach the total amount necessary to divide
surplus or distribute residual assets in a certain priority, surplus orresidual assets shall be divided or distributed by a pro rata method
based on the amount necessary to make the dividend of surplus or
distribution of residual assets in the priority.
10. Period of Exclusion
The Provision of Article 46 shall apply mutatis mutandis to thepayment of the Class B Preferred Dividends.

(New Claws)

Article 6-4. Class C Shares
1. The contents of Class C Shares to be issued by the Company shall be
as set forth in the following paragraph to Paragraph 11.
2. Dividend of Surplus(1) Class C Preferred Dividends
When the Company divides its surplus with the day belonging to one
business year set as the record date, the Company shall divide thesurplus in cash as set forth in the following item per Class C Share(hereinafter cash to be paid per Class C Share in the dividend called“Class C Preferred Dividends”) among shareholders holding Class C
Shares (hereinafter called “Class C Shareholders”) and the registeredpledgees of shares of Class C Shares (hereinafter collectively calledwith Class C Shareholders, “Class C Shareholders, Etc.”) who areentered or recorded in the last shareholder register as of the record
date of the dividend of surplus (hereinafter in this Article called, the- 23 -

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Proposed Revisions“Record Date for Dividend”) in accordance with the payment priority
set forth in Paragraph 10 (1). If there is a fraction of less than one (1)yen in the amount obtained by multiplying the Class C Preferred
Dividends by the number of Class C Shares to which each of Class C
Shareholders, Etc. is entitled, the fraction shall be rounded down.
(2) Amount of Class C Preferred Dividends
The amount of Class C Preferred Dividends shall be the amount ofcash calculated by multiplying 1,000,000 yen (hereinafter in this
Article called, the “Amount Equivalent to the Amount to Be Paid in”)
by five point zero (5.0) percent, which shall be calculated per diem,as one (1) year being three hundred and sixty-five (365) days (orthree hundred and sixty-six (366) days, if the business year is a leapyear), for the actual number of days of the period from the first day ofthe business year to which the Record Date for Dividend belongs (orthe day on which Class C Shares are issued for the first time, if theRecord Date for Dividend belongs to the business year in which
Class C Shares are issued for the first time) (including the date) to the
Record Date for Dividend (including the date). (Division shall bedone at the end to the second decimal place below one (1) yen and it
shall be rounded off to the first decimal place.) Provided, however, ina case where payment of dividends of surplus with a record date prior
to the Record Date for Dividend in the business year to which the
Record Date for Dividend belongs has already been paid to Class C
Shareholders, Etc., the amount of Class C Preferred Dividends
pertaining to the Record Date for Dividend shall be the amountobtained by deducting the total amount of Class C Preferred
Dividends in the dividend of surplus carried out earlier in thebusiness year prior to the Record Date for Dividend from the amountcalculated by the above method.
(3) Non-participation
No dividends of surplus shall be paid to Class C Shareholders, Etc.
beyond the amount of Class C Preferred Dividends nor the Amountof Class C Accumulated Unpaid Dividends (as defined in thefollowing item), except for dividends of surplus paid in anabsorption-type company split procedure carried out by the Company
which is provided in Article 758 (viii) (b) or Article 760 (vii) (b) or
dividends of surplus paid in an incorporation-type company split
procedure carried out by the Company which is provided in Article
763, Paragraph 1 (xii) (b) or Article 765, Paragraph 1 (viii) (b), of theCompanies Act.
(4) Accumulation
Unless the total amount of dividends of surplus per share paid toClass C Shareholders, Etc. under the condition that the day thatbelongs to one business year is the record date (excluding dividendsof Amount of Class C Accumulated Unpaid Dividends (as defined
below) accumulated in accordance with the provision of this item forClass C Preferred Dividends in respect of each business year prior to
the business year) reaches Class C Preferred Dividends in respect of
the business year (meaning Class C Preferred Dividends calculated inaccordance with item (2) on the assumption that dividends of surplus
for which the last day of the business year is the record date are paid,
provided, however, that the calculation shall be done as if the proviso
of item (2) shall not apply thereto), the shortfall shall be accumulated
in business years after the next business year of the business year
(hereinafter in this item called, the “Business Year with Shortfall”).
The accumulated amount in the case shall be the amount obtained,
for the shortfall, by adding to the shortfall the amount obtained by
calculating compound interest for each business year (meaning aperiod from the first day of the business year (including the date) tothe Accumulated Dividend Date (including the date) in case of abusiness year to which the Accumulated Dividend Date belongs) at
the Class C Preferred Dividend Yearly Rate in respect of each- 24 -

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Proposed Revisions
business year after the next business year of the Business Year with
Shortfall for a period of time from the first day of the next businessyear of the Business Year with Shortfall (including the date) to the
day on which the accumulated amount is to be divided among ClassC Shareholders, Etc. (hereinafter in this item called, the“Accumulated Dividend Date”) (including the date). The calculation
shall be done per diem, as one (1) year being three hundred andsixty-five (365) days (or three hundred and sixty-six (366) days, if
the business year is a leap year), and division shall be done at the end
to the second decimal place below one (1) yen and it shall be rounded
to the first decimal place. The amount accumulated in accordancewith this item (hereinafter called, the “Amount of Class C
Accumulated Unpaid Dividends”) shall be divided among Class C
Shareholders, Etc. in accordance with the payment priority set forthin Paragraph 10 (1).
3. Distribution of Residual Assets(1) Distribution of Residual Assets
When the Company distributes residual assets, the Company shall
pay to Class C Shareholders, Etc. the amount of cash obtained byadding the Amount of Class C Accumulated Unpaid Dividends andthe Amount of Class C Daily Prorated Unpaid Dividends (as defined
below) to the Amount Equivalent to the Amount to Be Paid in(hereinafter called, the “Amount of Class C Residual Assets to Be
Distributed”) per Class C Share in accordance with the payment
priority set forth in Paragraph 10 (2). If there is a fraction of less thanone (1) yen in the amount obtained by multiplying the Amount ofClass C Residual Assets to Be Distributed by the number of Class C
Shares to which each of Class C Shareholders, Etc. is entitled, thefraction shall be rounded down.
The “Amount of Class C Daily Prorated Unpaid Dividends” shall be
the amount equivalent to the Class C Preferred Dividends calculated
in accordance with item (2) of the preceding paragraph on theassumption that the Class C Preferred Dividends are paid under thecondition that the Distribution Date is the record date in the businessyear to which the day on which residual assets are to be distributed(hereinafter in this Article called, the “Distribution Date”) belongs.
(2) Non-participation
No residual assets shall be distributed to Class C Shareholders, Etc.
other than as set forth in the preceding item.
4. Voting Rights
Except as otherwise provided in laws or regulations, Class C
Shareholders have no voting right at the General Meetings ofShareholders.
5. Call Options, Consideration for Which Is Cash
When the day determined separately by the Company’s Board of
Directors arrives on or after June 27, 2016 (hereinafter in this Article
called “Cash Consideration Redemption Date”), the Company may, by
virtue the Cash Consideration Redemption Date, acquire all or a part ofClass C Shares (being limited to the number of shares of thewhole-number multiple of 5,000 shares in case of a partial acquisition)from Class C Shareholders, Etc. in exchange for a cash consideration
to the extent permissible under laws and regulations (hereinafter in this
Article called “Cash Consideration Redemption”) and the Company
shall pay to Class C Shareholders the amount of cash obtained bymultiplying the Amount Equivalent to the Amount to Be Paid in by the
Redemption Coefficient (as defined below) and then adding theAmount of Class C Accumulated Unpaid Dividends and the Amount ofClass C Daily Prorated Unpaid Dividends thereto per Class C Share in
exchange for the acquisition of Class C Shares in respect of the Cash
Consideration Redemption. Any partial acquisition of Class C Sharesshall be carried out by a pro rata method. Concerning the application of- 25 -

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Proposed Revisions
the definitions of the “Amount of Class C Accumulated Unpaid
Dividends” and the “Amount of Class C Daily Prorated Unpaid
Dividends” in this paragraph, the “day on which the accumulated
amount is to be divided among Class C Shareholders, Etc.”, the“Accumulated Dividend Date”, the “day on which residual assets areto be distributed” and the “Distribution Date” in the definitions shall beread respectively as the “Cash Consideration Redemption Date” andthe definitions shall apply accordingly. If there is a fraction of less thanone (1) yen in cash to be paid in exchange for the acquisition of ClassC Shares in respect of the Cash Consideration Redemption, the fraction
shall be rounded down.
The “Redemption Coefficient” shall be each of the figures set forth
below for the period in case the Cash Consideration Redemption Datebelongs to any of the following periods:
Until June 30, 2018: 1.10
On or after July 1, 2018 to June 30, 2019: 1.16
On or after July 1, 2019 to June 30, 2020: 1.18
On or after July 1, 2020: 1.20
6. Put Options, Consideration for Which Is Cash and Class B Shares(1) Put Options, Consideration for Which Is Shares, Etc.
Class C Shareholders may, at any time, request the Company toacquire all or a part of Class C Shares held by them in exchange forthe payment of cash and the issuance of Class B Shares to the extent
permissible under laws and regulations (hereinafter in this Article
called, the “Exercise of Put Options, Consideration for Which Is
Shares, Etc.”) and the Company shall pay and issue to the Class C
Shareholders (a)the amount of cash obtained by adding the Amountof Class C Accumulated Unpaid Dividends and the Amount of ClassC Daily Prorated Unpaid Dividends to the Amount Equivalent to theAmount to Be Paid in and (b)the number of Class B Shares set forthin the following item (hereinafter in this Article called the “Class B
Shares Subject to Put Option”) per Class C Share in exchange for theacquisition of Class C Shares in respect of the Exercise of Put
Options, Consideration for Which Is Shares, Etc. Concerning theapplication of the definitions of the “Amount of Class C
Accumulated Unpaid Dividends” and the “Amount of Class C Daily
Prorated Unpaid Dividends” in this item, the “day on which theaccumulated amount is to be divided among Class C Shareholders,Etc.,” the “Accumulated Dividend Date,” the “day on which residual
assets are to be distributed” and the “Distribution Date” in thedefinitions shall be read respectively as the “day on which theExercise of Put Options, Consideration for Which Is Shares, Etc.
becomes effective” and the definitions shall apply accordingly. If
there is a fraction of less than one (1) yen in cash to be paid in
exchange for the acquisition of Class C Shares in respect of the
Exercise of Put Options, Consideration for Which Is Shares, Etc., thefraction shall be rounded down.
(2) Number of Class B Shares to Be Issued in Exchange for Acquisitionof Class C Shares
The number of Class B Shares to be issued in exchange for theacquisition of Class C Shares per Class C Share in respect of the
Exercise of Put Options, Consideration for Which Is Shares, Etc.
shall be each of the following numbers set forth concerning theperiod in case the day on which the Exercise of Put Options,
Consideration for Which Is Shares, Etc. becomes effective belongs to
any of the periods listed below. If there is a fraction of less than one(1) share in the total number of Class B Shares to be issued in
exchange for the acquisition of Class C Shares in respect of the
Exercise of Put Options, Consideration for Which Is Shares, Etc., thefraction shall be rounded down. In the case, no cash provided in
Article 167, Paragraph 3 of the Companies Act shall be paid.

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Proposed Revisions
Until June 30, 2018: 0.16
On or after July 1, 2018 to June 30, 2019: 0.18
On or after July 1, 2019 to June 30, 2020: 0.20
On or after July 1, 2020: 0.22
7. Put Options, Consideration for Which Is Common Shares(1) Put Options, Consideration for Which Is Common SharesClass C Shareholders may, at any time, request the Company toacquire all or a part of Class C Shares held by them in exchange forthe issuance of the number of common shares set forth in thefollowing item (hereinafter in this Article called, the “Common
Shares Subject to Put Option”) (hereinafter in this Article called“Exercise of Put Options, Consideration for Which Is Common
Shares”) and the Company shall issue to the Class C Shareholders theCommon Shares Subject to Put Option in exchange for theacquisition of Class C Shares in respect of the Exercise of Put
Options, Consideration for Which Is Common Shares.
(2) Number of Common Shares to Be Issued in Exchange for Acquisitionof Class C Shares
The number of common shares to be issued in exchange for theacquisition of Class C Shares per Class C Share in respect of the
Exercise of Put Options, Consideration for Which Is Common Sharesshall be the number obtained by adding the Amount of Class C
Accumulated Unpaid Dividends and the Amount of Class C Daily
Prorated Unpaid Dividends to the Amount Equivalent to the Amountto Be Paid in and then dividing it by the acquisition price set forth in
the following item to item (6). Concerning the application of thedefinitions of “Amount of Class C Accumulated Unpaid Dividends”
and “Amount of Class C Daily Prorated Unpaid Dividends” in this
item, the “day on which the accumulated amount is to be divided
among Class C Shareholders, Etc.,” the “Accumulated Dividend
Date,” the “day on which residual assets are to be distributed” and the“Distribution Date” in the definitions shall be read respectively as the“day on which the Exercise of Put Options, Consideration for WhichIs Common Shares becomes effective” and the definitions shall apply
accordingly. If there is a fraction of less than one (1) share in the total
number of common shares to be issued in exchange for theacquisition of Class C Shares in respect of the Exercise of Put
Options, Consideration for Which Is Common Shares, the fraction
shall be rounded down. In the case, no cash provided in Article 167,
Paragraph 3 of the Companies Act shall be paid.
(3) Initial Acquisition Price
174.8 yen
(4) Revision of Acquisition Price
The acquisition price shall be revised to the amount equivalent toninety (90) percent (being calculated to the second decimal place
below one (1) yen and then being rounded to the first decimal place)of the average of VWAP, which shall be adjusted to the amountjudged by the Company to be appropriate by applying the following
item if any of the events provided in the following item occurs during
the Acquisition Price Calculation Period, in ordinary trading of theCompany’s common shares announced by TSE for continuous twenty(20) Trading Days prior to each Revision Date of Acquisition Price(meaning twenty (20) Trading Days excluding days on which VWAP
is not announced, hereinafter in this item called, the “Acquisition
Price Calculation Period”) on the first day on which the Exercise of
Put Options, Consideration for Which Is Common Shares becomes
effective on or after December 27, 2016 and anniversaries thereof in
every six (6) months thereafter (or the next Trading Day (as defined
below) thereof unless the day falls on a Trading Day, hereinafter inthis Article called, the “Revision Date of Acquisition Price”)(hereinafter in this Article the acquisition price after the revision- 27 -

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Proposed Revisions
being called, the “Revised Acquisition Price”) and the Revised
Acquisition Price shall apply on and after the Revision Date of
Acquisition Price, provided, however, that, if the Revised Acquisition
Price falls below 139.8 yen (being subject to the adjustment in item
(6), hereinafter called “Lower Limit of Class C Acquisition Price”),
the Revised Acquisition Price shall be the Lower Limit of Class C
Acquisition Price and, if the Revised Acquisition Price exceeds 209.8
yen (being subject to the adjustment in item (6), hereinafter called,the “Higher Limit of Class C Acquisition Price”), the Revised
Acquisition Price shall be the Higher Limit of Class C Acquisition
Price.
The “Trading Day” shall be the day on which ordinary trading ofcommon shares of the Company is carried out at TSE.
(5) Adjustment of Acquisition Price(a) In case any of the events listed below occurs on or after June 27,
2016, the acquisition price shall be adjusted for each event asfollows:(i) In case of a split or allotment of shares without contribution
concerning common shares, the acquisition price shall be
adjusted using the following formula. In case of the allotment ofshares without contribution, the “number of issued commonshares before split,” in the following formula, shall be read as
the “number of issued common shares before allotment without
contribution (excluding common shares held by the Company atthat time)” and the “number of issued common shares after split”
as the “number of issued common shares after allotment without
contribution (excluding common shares held by the Company atthat time)” respectively.

acquisition priceacquisition price=x
after adjustment
before adjustment

number of issued
common shares before
split
number of issued
common shares after split

The acquisition price after adjustment shall apply on and after
the day after the record date in respect of the share split or the
day on which the allotment of shares without contribution
becomes effective (or the day after the record date, if any record
date in respect of the allotment of shares without contribution isset).
(ii) In case of the consolidation of shares concerning commonshares, the acquisition price shall be adjusted using the following
formula:acquisition priceacquisition price=x
after adjustment
before adjustment

number of issued
common shares before
consolidation
number of issued
common shares after
consolidation

The acquisition price after adjustment shall apply on and after
the day on which the consolidation of shares becomes effective.
(iii) In case of issuance of common shares or disposition of commonshares held by the Company at the paid-in amount below themarket price per common share set forth in (d) of this item
(excluding the allotment of shares without contribution, theacquisition of shares or share options (hereinafter in this item
including those attached to corporate bonds with share options)in exchange for the issuance of common shares, the exercise ofshare options subject to common shares or the issuance ofcommon shares in a merger, share exchange or company split),
the acquisition price shall be adjusted using the following- 28 -

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Proposed Revisions
formula (hereinafter in this Article called, the “Formula for
Acquisition Price Adjustment”). The “paid-in amount per share”
in the Formula for Acquisition Price Adjustment shall be a fairvaluation of the asset in case the subject of contribution is any
asset other than cash. The acquisition price after adjustment shallapply on and after the day after the payment date (or the last dayof the payment period, if any payment period is set) or on andafter the day after the record date if any record date in respect of
the allotment to shareholders is set (hereinafter in this Article
called, the “Shareholder Allotment Date”). In case of thedisposition of common shares held by the Company, the“number of common shares to be newly issued” in the following
formula shall be read as the “number of common shares held by
the disposing Company” and the “number of common shares
held by the Company” as the “number of common shares heldby the Company before disposition” respectively.
number of(number ofpaid-incommonissued common
x amount
sharestobeshares - number+ newly issued per shareof common
acquisition acquisition
shares held by market price per common
price after = price before x the Company)
share
adjustment
adjustment(number of issued common shares - numberof common shares held by the Company) +number of common shares to be newly
issued(iv) In case of the issuance or disposition of shares for which holders
are entitled to have common shares issued at the acquisition
price per common share below the market price per commonshare set forth in (d) of this item by requesting the Company toacquire or being acquired by the Company (including theallotment of shares without contribution), all of the shares to beissued or disposed of shall be deemed being acquired under the
initial terms and conditions and common shares being issued on
the payment date (or, hereinafter in this (iv), the last day of thepayment period, if any payment period is set) of the shares, theday on which the allotment of shares without contribution
becomes effective, in case thereof, (or, hereinafter in this (iv),the record date, if any record date in respect of the allotment ofshares without contribution is set) or the Shareholder Allotment
Date, if any, and the amount calculated using the value as the“paid-in amount per share” in the Formula for Acquisition Price
Adjustment shall be the acquisition price after adjustment. The
acquisition price after adjustment shall apply on and after the
day after the payment date, the day after the day on which theallotment of shares without contribution becomes effective, incase thereof, or the day after the Shareholder Allotment Date, ifany. Notwithstanding the above, if the consideration for commonshares to be issued at the acquisition is not yet determined at thattime, the acquisition price after adjustment shall be calculated as
if all of the shares to be issued or disposed of are acquired under
the terms and conditions effective when determining theconsideration and common shares are issued when determining
the consideration and it shall apply on and after the day after the
day when determining the consideration.
(v) In case of the issuance of share options (including the allotmentof share options without contribution) for which holders areentitled to have common shares issued at the value where thetotal amount of share options to be paid in per common shareand any asset to be contributed at the exercise of share options(hereinafter in this (v) meaning a fair valuation of the asset if thesubject of contribution is any asset other than cash) is below the- 29 -

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Proposed Revisions
market price per common share set forth in (d) of this item by
exercising options or being acquired by the Company, all of theshare options to be issued shall be deemed being exercised or
acquired under the initial terms and conditions and commonshares being issued on the allotment date of the share options, on
the day on which the allotment of share option without
contribution becomes effective, in case thereof, (hereinafter inthis (v) meaning the record date if any record date in respect of
the allotment of share option without contribution is set), or the
Shareholder Allotment Date, if any, and the amount calculatedusing the total amount of share options to be paid in per commonshare and the value per common share of the asset to becontributed at the exercise of share option as the “paid-in
amount per share” in the Formula for Acquisition Price
Adjustment shall be the acquisition price after adjustment. The
acquisition price after adjustment shall apply on and after the
day after the allotment date of the share options, the day after the
day on which the allotment of share option without contribution
becomes effective, in case thereof, or the day after the
Shareholder Allotment Date, if any. Notwithstanding the above,
if the consideration for common shares to be issued at theacquisition or exercise is not yet determined at that time, theacquisition price after adjustment shall be calculated as if all of
the share options to be issued are exercised or acquired under theterms and conditions effective when determining theconsideration and common shares are issued when determining
the consideration and it shall apply on and after the day after the
day when determining the consideration.
(b) In addition to the events listed in (a) of this item, in any case of (b)(i) to (b) (iii) of this item, the Company shall properly adjust theacquisition price after giving a prior written notice to Class C
Shareholders, Etc. of the occurrence and description of the event,the acquisition price after adjustment, application date and anyother necessary matters:(i) when the acquisition price needs to be adjusted for a merger,
share exchange, acquisition of all issued shares of another stockcompany by share exchange, share transfer, absorption-typecompany split, succession of all or a part of rights andobligations held by another company with regard to thecompany’s business by an absorption-type company split orincorporation-type company split,(ii) when there are two (2) or more events for which the acquisition
price should be adjusted and it is necessary to take the influenceof the other event into consideration in the market price thatshould be used in the calculation of the acquisition price after
adjustment based on one event, or(iii) when the acquisition price otherwise needs to be adjusted due toan event that causes or is likely to cause a change in the number
of issued common shares (excluding the number of commonshares held by the Company).
(c) If the calculation is necessary when adjusting the acquisition
price, it shall be calculated to the second decimal place below one(1) yen and then rounded off to the first decimal place.
(d) The market price per common share used in the Formula for
Acquisition Price Adjustment shall be the average VWAP in
ordinary trading of common shares of the Company announced by
TSE for continuous twenty (20) Trading Days prior to theapplication day of the acquisition price after adjustment.
(e) If the difference between the acquisition price after adjustment
and the acquisition price before adjustment obtained as a result of
the calculation when adjusting the acquisition price remains at lessthan one (1) yen, no adjustment to the acquisition price shall be- 30 -

Current Articles of Incorporation

Proposed Revisions
carried out, provided, however, that an adjustment judged
unnecessary pursuant to this (e) shall be carried forward to andtaken into consideration in the subsequent adjustment calculation.
(6) Adjustment of Lower Limit of Class C Acquisition Price and Higher
Limit of Class C Acquisition Price
In case of adjusting the acquisition price pursuant to the provision of
the preceding item, the same adjustment shall be carried out also for
the Lower Limit of Class C Acquisition Price and the Higher Limit ofClass C Acquisition Price by applying mutatis mutandis the provisionof the preceding item by reading the “acquisition price” as the“Lower Limit of Class C Acquisition Price” or the “Higher Limit ofClass C Acquisition Price.”
8. Restrictions on Transfer
Any acquisition of Class C Shares by transfer shall be approved by theCompany’s Board of Directors.
9. Consolidation or Split of Shares, Allotment of Shares for Subscription,
Etc.
(1) Consolidation or Split of Shares
The Company shall not carry out a consolidation or split of shares forClass C Shares.
(2) Allotment of Shares for Subscription, Etc.
The Company shall not grant the Class C Shareholders any right tohave shares for subscription allotted or to have share options forsubscription allotted nor shall carry out the allotment of shares
without contribution nor the allotment of share option without
contribution.
10. Priority(1) Priority for Dividend of Surplus
For the payment priority for the Class A Preferred Dividends, theAmount of Class A Accumulated Unpaid Dividends, the Class B
Preferred Dividends, the Amount of Class B Accumulated Unpaid
Dividends, the Class C Preferred Dividends, the Amount of Class C
Accumulated Unpaid Dividends and dividends of surplus in respectof common shares, the Amount of Class A Accumulated Unpaid
Dividends, the Amount of Class B Accumulated Unpaid Dividends
and the Amount of Class C Accumulated Unpaid Dividends shall befirst, Class A Preferred Dividends, Class B Preferred Dividends andClass C Preferred Dividends shall be second, and dividends ofsurplus in respect of common shares shall be third.
(2) Priority for Distribution of Residual Assets
For the payment priority for distributions of residual assets in respectof Class A Shares, Class B Shares, Class C Shares and commonshares, the distribution of residual assets in respect of Class A Shares,
Class B Shares, and Class C Shares shall be first, and the distributionof residual assets in respect of common shares shall be second.
(3) Handling of Any Dividends or Distributions in Certain Priority below
Total AmountIf the amount at which the Company divides surplus or distributes
residual assets does not reach the total amount necessary to divide
surplus or distribute residual assets in a certain priority, surplus orresidual assets shall be divided or distributed by a pro rata method
based on the amount necessary to make the dividend of surplus or
distribution of residual assets in the priority.
11. Period of Exclusion
The Provision of Article 46 shall apply mutatis mutandis to thepayment of the Class C Preferred Dividends.

Article 8.

Number of Shares in One
Unit of Shares

Article 8.
Number of Shares in One Unit of Shares
The number of shares in one (1) unit of shares of the Company shall be one- 31 -

Current Articles of Incorporation

Proposed Revisions

The number of shares in one (1) unit ofshares of the Company shall be one
thousand (1,000) shares.

thousand (1,000) shares for common shares and one (1) share for Class A
Shares, Class B Shares and Class C Shares.

Chapter 3. General Meeting of
Shareholders

Chapter 3. General Meeting of Shareholders(New Clause)

Article 19-2 General Meeting of Class Shareholders
1. The provision of Article 14 shall apply mutatis mutandis to the General
Meeting of Class Shareholders held on the same day as the Ordinary
General Meeting of Shareholders.
2. The provisions of Articles 15, 16, 17, and 19 shall apply mutatis
mutandis to the General Meeting of Class Shareholders.
3. The provision of Article 18.1 shall apply mutatis mutandis toresolutions of the General Meetings of Class Shareholders pursuant to
the provision of Article 324, Paragraph 1 of the Companies Act and theprovision of Article 18.2 shall apply to resolutions of the General
Meetings of Class Shareholders pursuant to the provision of Article
324, Paragraph 2 of the Companies Act respectively.

- 32 -

Proposal No. 4: Issuance of Class A Shares by Third-party Allotment
1. Reasons for Issuance of Class Shares by Third-Party Allotment(1) Reason for selecting the Planned Allottee
As described in the “1. Reason for Proposal” in the Proposal No. 3 “Partial Amendments to
the Articles of Incorporation” regarding the polysilicon business at Tokuyama Malaysia Sdn.
Bhd., due to the failure to ensure the stabilization of the quality and production of thesemiconductor-grade products and a worsening business environment caused by a slump in thepolysilicon market for solar-grade products, as a result of considering investment collectability,
the Company posted extraordinary losses of 88.4 billion yen and 125.7 billion yen in its
consolidated financial results for the fiscal year ended March 31, 2015 and the fiscal year
ended March 31, 2016, respectively. As a result, consolidated net assets plummeted to 60.2
billion yen (fiscal year ended March 31, 2016) from 236.4 billion yen (fiscal year ended March
31, 2014).
Although this erosion of capital is unlikely to affect the Company’s management
immediately, the Company investigated and reviewed multiple investors as a candidate toaccept a third-party allotment, who could contribute the funds required to reinforce theCompany’s capital and business expansion in the light of the need to turn around this financial
conditions at an early stage and cement the competitive edge in our main operations for the
future. Among the small number of allottee candidates, we have decided to issue Class A
shares to Japan Industrial Solutions Fund I, which can contribute the funds required to increase
the capital of the Company, has solid experience of investing in Japan, and has agreed to the
management policy of the Company of improving corporate value in the medium and longterm, as well as the purpose of offering Class A shares and its marketability.
The Company and the Planned Allottee have entered into the subscription agreement(hereinafter, the “Agreement”) on matters regarding contributions to the Company on May 12,
2016. A summary is below.
1)

Matters the Company must comply with
The Company has given the Planned Allottee a pledge: (i) to make its best and reasonable

efforts to achieve the Company’s business plan; (ii) to submit to the Company’s general
meeting of shareholders an agenda and proposal to select a person designated by the
Planned Allottee as an External Director of the Company, and make its best and reasonable
efforts to have such proposal obtain approval, as far as the Planned Allottee holds more thana specified number of Class A shares and Class C shares; (iii) to establish a monitoring
meeting regarding the Company’s business plan, etc. and decide the contents thereofthrough discussions with the Planned Allottee; (iv) to make specified reports on financial
conditions. etc. to the Planned Allottee; (v) to obtain prior approval from the Planned
Allottee in case the Company (and the Company’s consolidated subsidiaries for certain- 33 -

matters) conducts specified matters (such as change the Articles of Incorporation, etc., issue
shares, etc., acquire treasury shares, distribute dividend of surplus, dispose of specified
important properties, carry out specified reorganization, make specified loans or guarantee,
etc., launch bankruptcy disposition procedures, etc., or change the business plan, etc.), as far
as the Planned Allottee holds more than a specified number of Class A shares and Class C
shares; (vi) with the purpose of enabling a dividend of surplus regarding class shares andacquiring class shares in exchange for cash from the Planned Allottee, to endeavor to
generate funds required for a dividend of surplus or the said acquisition and distributableamount as much as possible; and (vii) to discuss with the Planned Allottee a necessary
review of the business plan in case the Company and consolidated subsidiaries of theCompany breach either financial covenants or any other event resulting in default set forthin specified loan contracts, etc. or breach obligations provided in the Agreement, as thecontracting parties.
2)

Restriction on exercising put option
The Planned Allottee is not entitled to exercise put options, the consideration for which is

cash and Class B shares, attached to Class A shares and Class C share, unless any of thefollowing occur; (i) if the Company and consolidated subsidiaries of the Company breacheither financial covenants or any other event of defaults (except minor breaches), set forth incertain loan contracts, etc., as the contracting parties, and the said breach is not remedied
within a certain period, (hereinafter, the “Conversion Restriction Removal Reason (i)”), (ii)the Company fails to fulfill its obligations under the Agreement or breaches representations
and warranties (except minor breaches) (hereinafter, the “Conversion Restriction Removal
Reason (ii)”), or (iii) the Company’s distributable amount, as provided in Article 461,
Paragraph 2 of the Companies Act, as of the end of the fiscal year, falls below the amountcalculated by multiplying the total numbers of Class A shares and Class C shares, whichhave been issued (except treasury shares for each share), by 1,050,000 yen, on the day theCompany’s Board of Directors approves the financial statements for the latest fiscal year of
the fiscal years ending on and after March 31, 2017 (hereinafter, the “Conversion
Restriction Removal Reason (iii),” and Conversion Restriction Removal Reason (i) through(iii) shall be collectively referred to as the “Conversion Restriction Removal Reasons”), andis not entitled to exercise put options, the consideration for which is common shares,
attached to Class A shares and Class C shares unless both of either Conversion Restriction
Removal Reason (i) or (ii) and Conversion Restriction Removal Reason (iii) occur, from thepayment date until June 30, 2019.
In addition, prior to June 30, 2019, if the date of the request for acquisition of theconsideration related to the above put options and the consideration redemption(acquisition) date regarding call options are the same, the call options will have priority.
- 34 -

Furthermore, the Planned Allottee is entitled to exercise put options, the consideration forwhich is common shares, attached to Class A shares and Class C shares, only if Conversion
Restriction Removal Reason (iii) occurs, even after July 1, 2019.
3)

Restrictions on transfer, etc.
The Planned Allottee, without prior approval in writing from the Company, cannot

transfer Class A shares, Class B shares, and Class C shares, owned by the Planned Allottee.
In addition, if the Planned Allottee, with prior approval in writing from the Company,
transfers Class A shares, Class B shares, and Class C shares that the Planned Allottee owns,
the Planned Allottee is required to ensure that the said purchaser of the shares pledges tocomply with the obligations of the Planned Allottee provided in the Agreement.
4)

Conditions precedent to the payment obligation
The conditions precedent for the Planned Allottee’s obligation to pay for the Class A

shares are the case in which the Ordinary General Meeting of Shareholders approves theAmendments to the Articles of Incorporation, Capital Increase by Third-Party Allotment,
Reduction of Capital Stock, etc., Appropriation of Surplus, election of one (1) person namedby the Planned Allottee as External Director of the Company, and others.
(2) Calculation ground for amount to be paid in and its specific contents
In determining the issuing conditions of Class A shares, the Company requested that
PLUTUS CONSULTING Co., Ltd. (hereinafter, “PLUTUS CONSULTING”), which is a third
party valuation organ independent of the Company, calculate the value of Class A shares toensure fairness, and obtained a calculation report for Class A shares (hereinafter, the“Calculation Report”) from PLUTUS CONSULTING. Under certain assumptions (dividendrate of the Class A shares, put options, the consideration for which is common shares, put
options, the consideration for which is cash and Class B shares, call options, the consideration
for which is cash, call options, the consideration for which is cash and Class C shares, theCompany’s share price and its volatility, credit spreads, etc.), PLUTUS CONSULTING has
calculated the fair value of the Class A shares using the Monte Carlo Simulation, which is a
general calculation model for valuing share options. The Calculation Report states that theprice per Class A share is 1,013,000 yen.
Details of the results of the calculation for Class A shares are as follows.
(i) The valuation of Class A shares is 1,013,000 yen per share.
(ii) Main issuing conditions considering the valuation of Class A shares
Description
Number of shares to be issued

Numerical value

Overview of numerical value adopted

20,000 shares As per the terms and conditions of the Class A- 35 -

Description

Numerical value

Overview of numerical value adopted
share issuance

20,000 million yen

As per the terms and conditions of the Class A
share issuance

1,000,000 yen

As per the terms and conditions of the Class A
share issuance

5.0 to 6.5 %As per the terms and conditions of the Class A
share issuance

Put options, the consideration
for which is cash and Class B
shares–As per the terms and conditions of the Class A
share issuance

Put options, the consideration
for which is common shares–

As per the terms and conditions of the Class A
share issuance

Call options, theconsideration for which iscash–

As per the terms and conditions of the Class A
share issuance

Call options, theconsideration for which is
cash and Class C shares–

As per the terms and conditions of the Class A
share issuanceTotal issue value
Issue value
Preferred dividends*

Regarding put options, the consideration for which is common shares, and call options, theconsideration for which is cash and Class C shares, it is not possible to objectively evaluate
the probability of exercising these options while satisfying certain conditions. Therefore, theevaluation is made assuming that these options are not exercised.
(iii) Overview of numerical values adopted
Description

Numerical value

Overview of numerical value adopted

Class A initial conversion
price

174.8 yen per As per the terms and conditions of the Class A
share share issuanceClass B initial conversion
price

174.8 yen per
As per the contents of the Class B shares
shareClass C initial conversion
price

174.8 yen per
As per the contents of the Class C shares
share

Duration until maturity
Share price
Share price volatility

5.4 years

Duration in consideration of presumable premisesof behavior of parties concerned

171 yen per share

Closing price at the TSE on the valuation recordday

Calculated by seeing share information in the most
48.17 % recent period that corresponds to the period up to
maturity, on a weekly basis- 36 -

Description
Dividend yield
Risk free rate

Numerical value

Overview of numerical value adopted

0%

Calculated based on the most recent dividend ofcommon shares

Used the distribution yield rate of medium-term−0.242 % Japanese government bonds that corresponds to theperiod up to maturity(iv) Valuation model used
Description

Numerical value

Overview of numerical values adopted

Action by the Company

Preferred dividends for each class shares isassumed to be paid in each term. If the Company
receives a request for acquisition, the consideration
for which is cash and Class B shares, from theallottee, the Company will accept such request. It
is assumed that, in a situation where the allottee
retains Class B shares, if the conversion price tocommon shares exceeds the upper limit, the–Company will exercise call options and acquire allresidual Class B shares. In addition, for certain
reasons, which are the conditions for conversion toClass C shares, it is not possible to objectively
evaluate the probability of occurrence. Therefore, it
is assumed that call options, the consideration forwhich is cash and Class C shares, will not be
exercised.

Action by the Planned
Allottee

It is assumed that the allottee will exercise put
options, the consideration for which is cash andClass B shares, appropriately in view of the fundcontinuance period after the issuance of Class A
shares. The evaluation is made on the assumptionthat in case the share price of the Class B sharesacquired is higher than the conversion price to–common shares, such class shares will be
converted to common shares, as needed, by 10% of
the average trading volume and sold in the market,
and in case Class B shares remain at the end of thefund continuance period, all of such residual ClassB shares will be sold to any third party at the priceto which a specified discount is applied.

Calculation method used–

Monte Carlo Simulation, which is a generalcalculation model for valuing share options

The Company determined that the Capital Increase by Third-Party Allotment would
not be deemed to be a favorable issuance by comprehensively considering the above
valuation results in the Calculation Report of PLUTUS CONSULTING, which is a third- 37 -

party evaluation organ independent of the Company, and considering that the issuing
conditions for Class A shares was decided through consultations and negotiations with
the Planned Allottee, taking into account the Company’s business environment andfinancial condition.
(3) Grounds on which the Company determined that the amounts to be issued and the size ofthe share dilution is reasonable
The Company is financing a total of 20,000,000,000 yen by issuing 20,000 shares of ClassA shares. Considering that the purpose of issuing the Class A shares and the usage of funds, asmentioned above, are reasonable, the Company has determined that the amounts of classshares to be issued are also reasonable.
Although the Class A shares do not have voting rights at general meetings of shareholders, adilution impact might affect existing shareholders due to the exercise of put options, theconsideration for which is common shares, attached to Class A shares, or the exercise of put
options, the consideration for which is common shares, attached to Class B shares, that will be
distributed by the exercise of the put option, the consideration for which is cash and Class B
shares, attached to Class A shares. If put options, the consideration for which is commonshares, are assumed to be exercised at the lower limit of the acquisition price (139.8 yen)regarding all Class A shares, common shares with a maximum of 143,061 voting rights will be
distributed under a situation where a Class A accumulated unpaid dividends (as defined in
Article 6-2, Paragraph 2, Item (4) of the Proposal No. 3 “Partial Amendments to the Articles ofIncorporation”) and Class A daily prorated unpaid dividends (as defined in Article 6-2,
Paragraph 3, Item.(1) of the Proposal No. 3 “Partial Amendments to the Articles ofIncorporation”) do not exist. This means that the ratio to the total amount of 346,371 voting
rights related to the Company’s issued common shares based on the shareholders’ register as ofMarch 31, 2016 will be approximately 41.3%. In the case that put options, the consideration
for which is cash and Class B shares, attached to all Class A shares are exercised at the time as
most Class B shares are distributed (that is, the said put options are exercised after July 1,
2020.) , if all put options, the consideration for which is common shares attached to all Class B
shares, to be distributed by the exercise of the above options are exercised at the lower limit of
the acquisition price (139.8 yen), common shares with a maximum of 31,473 voting rights will
be distributed under a situation where a Class B accumulated unpaid dividends (as defined in
Article 6-3, Paragraph 2, Item (4) of the Proposal No. 3 “Partial Amendments to the Articles ofIncorporation”) and Class B daily prorated unpaid dividends (as defined in Article 6-3,
Paragraph 3, Item (1) of the Proposal No. 3 “Partial Amendments to the Articles ofIncorporation”) do not exist. This means that the ratio to the total amount of 346,371 voting
rights related to the Company’s issued common shares based on the shareholders’ register as ofMarch 31, 2016, will be approximately 9.1%. Accordingly, the dilution will be smaller than the- 38 -

maximum dilution caused by the exercise of put options, the consideration for which iscommon shares, attached to all Class A shares.
Although call options, the consideration for which is cash and Class C shares, are attachedto Class A shares, the contents of put options, the consideration for which is cash and Class B
shares, attached to Class C shares and put options, the consideration for which is commonshares, attached to Class C shares are, in principle, the same as those of put options, theconsideration for which is cash and Class B shares, attached to Class A shares and put options,the consideration for which is common shares attached to Class A shares. Therefore, in respectof all Class C shares that will be distributed as a result of all Class A shares being acquired,based on call options, the consideration for which is cash and Class C shares, (i) if put options,the consideration for which is cash and Class B shares, are exercised, thereby distributing
Class B shares, and then put options, the consideration for which is common shares, of all theabove Class B shares are exercised; and (ii) if put options, the consideration for which iscommon shares, are exercised, the maximum dilution rate of each case will be the same as theabove.
Although share dilution may occur if the common shares of the Company are distributed byexercising the put options of Class A shares, Class B shares, or Class C shares, (i) an increasein shareholder’s equity through the Capital Increase by Third-Party Allotment contributes tothe stability of financial position; (ii) as it has been agreed in the Agreement that unlessConversion Restriction Removal Reasons occur, the Planned Allottee will not exercise put
options until July 1, 2019, three years after the payment date, thereby avoiding early dilutionof common shares and securing time to enhance corporate value through the reconstruction ofbusiness strategies; (iii) even on and after July 1, 2019, put options, the consideration forwhich is common shares, that can cause a greater dilution cannot be exercised if the Company
has a certain distributable amount on the last day of each fiscal year; (iv) Class A shares, ClassB shares, and Class C shares are attached with call options, the consideration for which is cash,that the Company is entitled to exercise any time after the issuance date. The Company canmake its own judgment on resorting to mandatory redemption of Class A shares, Class B
shares, and Class C shares, thereby preventing the exercise of put options, the consideration forwhich is common shares, or put options, the consideration for which is cash and Class B shares.
Thus, this scheme is designed to avoid dilution (furthermore, regarding the period prior to June30, 2019, if the dates of the request for the acquisition of the consideration related to the put
options, the consideration for which is common shares, and put options, the consideration forwhich is cash and Class B shares, and the cash consideration redemption date related to call
options, the consideration for which is cash, are the same, call options, the consideration forwhich is cash, have priority); and (v) in order to further reduce the impact of dilution on
existing shareholders, measures have been taken, such as setting the lower limit of the revised
acquisition price of any put options, the consideration for which is common shares, attached to- 39 -

Class A shares, Class B shares, and Class C shares. From these perspectives, the Company has
concluded that the size of the dilution caused by the issuance of Class A shares is also
reasonable.
The Company is scheduled to make a redemption in cash for the entire amount, in order toeliminate the possibility of dilution as much as possible. The Company will appropriate
procured funds to invest in growth and build a sound financial position through increased
profits. Call options, the consideration for which is cash and Class C shares, are attached toClass A shares. The Company is entitled to acquire all Class A shares, based on call options,the consideration for which is cash and Class C shares, in case the Company’s distributableamount, as provided in Article 461, Paragraph 2 of the Companies Act, as of the end of the
fiscal year, exceeds the amount calculated by multiplying the number of issued Class A shares(excluding treasury shares) by 1,000,000 yen, and then adding 40.0 billion yen to that product,on the day the Company’s Board of Directors approves the financial statements for the latest
fiscal year of the fiscal years ending on and after March 31, 2018. The Company believes that
it will be able to ensure the aforementioned distributable amount early by implementing the
medium-term management plan, and is scheduled to make cash redemption flexibly in the lightof its improved financial condition.
(4) Reason for submission to this Ordinary General Meeting of Shareholders
As described in the “(2) Calculation ground for the amount to be paid in and its specificcontents” above, the Company has determined that the Capital Increase by Third-Party
Allotment would not be deemed to be a favorable issuance. However, because there are no
objective market prices for Class A shares, the valuation of class shares is very advanced andcomplex, and various ways of thinking are possible with regard to the valuation of class shares,
the possibility that the paid-in amount for Class A shares under the Companies Act might befavorable for the Planned Allottee in particular cannot totally be denied. Therefore, consideringthat it is appropriate to confirm the intentions of shareholders, the Company requests approvalof the issuance of Class A shares by a special resolution of the Ordinary General Meeting of
Shareholders for prudence.
The issuance of Class A shares in accordance with this Proposal is conditional upon theapproval of the Proposal No. 3 “Partial Amendments to the Articles of Incorporation” and this
Proposal as originally proposed.

- 40 -

2. Content of Matters for the Offering(1) Class of shares for the offering
Class A shares(2) Number of shares for the offering
20,000 shares(3) Paid-in amount of shares for the offering
1,000,000 yen per share(4) Amounts of capital stock and legal capital surplus to be increased
Capital stock

10,000,000,000 yen (500,000 yen per share)

Legal capital surplus

10,000,000,000 yen (500,000 yen per share)(5) Total paid-in amount
20,000,000,000 yen(6) Payment dateJune 27, 2016(7) Method of issuanceThrough the method of a third-party allotment, 20,000 shares shall be allotted to Japan
Industrial Solutions Fund I.
(8) Contents of Class A shares
For contents of Class A shares, please refer to the Proposal No. 3 “Partial Amendments to
the Articles of Incorporation.”- 41 -

Proposal No. 5:

Election of Nine (9) Directors

The terms of office of all eight (8) Directors will expire at the close of this General Meeting of
Shareholders.
Accordingly, we request the election of nine (9) Directors, including one (1) External Director,
who is additionally nominated by Japan Industrial Solutions Fund I, which has concluded a
subscription agreement for Class A shares under Proposal No. 4.
The election of Mr. Hiroshi Akao shall take effect on June 27, 2016, the payment date for Class A
shares, conditional upon the issuance of Class A shares concerning the Proposal No. 4 taking
effect.
The candidates for Directors are as follows:
No.

Name
(Date of birth)

Career Summary, Position, Assignment andPrincipal Concurrent Positions
April 1970
December 1995

General Manager, Chemicals Sales Dept. 1

Reelected

June 1997

General Manager, Chemicals Sales Dept.

Masao Kusunoki

June 2000

Deputy Executive Officer, Deputy General Manager,
Cement Business Div.

June 2001

Director, Deputy General Manager, Cement Business
Div.

(January 3, 1948)

1

Joined the Company

Number of Company Shares
Owned:
54,000 shares

April 2002

Director, General Manager, Cement Business Div.

April 2003

Tenure as Director:
11 years in total

Managing Director, General Manager, Cement Business
Div.

April 2011

Managing Director, Supervision of Cement BusinessDiv., Supervision of ESS Project Dept.

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2016:
16/16 (100%)

Executive Officer
June 2011

Corporate Advisor
President, EXCEL SHANON CORPORATION

April 2015

Executive Officer

June 2015

Representative Director, Chairman and Executive
Officer (To present)

Reasons for nomination as candidate for Director
Mr. Masao Kusunoki supervises the management as Representative Director. At the Company, after serving ashead of Chemicals Business Division and Cement Business Division, he retired as Director in 2011, andrehabilitated the management of a subsidiary. Deemed an appropriate person in an unprecedented difficult time
for the Company, he returned as Director in 2015. We again propose his election as Director.

- 42 -

No.

Name(Date of birth)
Reelected
Hiroshi Yokota(October 12, 1961)

2

Number of Company Shares
Owned:
22,000 shares
Tenure as Director:
1 year

Career Summary, Position, Assignment andPrincipal Concurrent Positions
April 1985

Joined the Company

April 2008

General Manager, Fine Chemicals Sales Dept.

January 2010

General Manager, Silica & Derivatives Sales Dept.

April 2014

Executive Officer, General Manager, Specialty Products
Business Div.

March 2015

President and Executive Officer

June 2015

Representative Director, President and Executive Officer(To present)

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2016:
16/16 (100%)
Reasons for nomination as candidate for Director
Mr. Hiroshi Yokota supervises the management as Representative Director. At the Company, he has not only
extensive sales experience in wide-ranging areas, including chemicals, fine chemicals, and silica & derivatives,
but also has experience in personnel and labor issues, as well as information systems. Moreover, he has served
as General Manager of the Specialty Products Business Division since 2014. Deemed an appropriate person
who can lead the management in an unprecedented difficult time for the Company, by showing strong
leadership with a sound business perspective, we again propose his election as Director.

- 43 -

No.

Name(Date of birth)

Career Summary, Position, Assignment andPrincipal Concurrent Positions
April 1980

Joined the Company

April 2004

Senior Chief, temporary transferred to FIGARO
Engineering Inc., Managing Director, General Manager,
Manufacturing Dept., General Manager, Corporate
Planning Div.

June 2006

Senior Chief of the Company, temporary transferred to
FIGARO Engineering Inc., President

April 2010

General Manager, Corporate Planning Dept.

April 2011

Executive Officer, General Manager, Corporate Planning
Dept., General Manager, ESS Project Dept.

April 2013

Executive Officer, General Manager, Corporate Planning
Div.

January 2014

Executive Officer, General Manager, Corporate PlanningDiv., General Manager, Corporate Communications &Investor Relations Dept.

April 2014

Managing Executive Officer, General Manager,
Corporate Planning Div.

June 2014

Director, Supervision of Corporate Planning Div.,Managing Executive Officer, General Manager,
Corporate Planning Div.

April 2015

Director, Supervision of MOT Div., and Kashima
Factory

Reelected
Takeshi Nakahara(December 4, 1955)

3

Number of Company Shares
Owned:
17,000 shares
Tenure as Director:
2 years
Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2016:19/19 (100%)

Managing Executive Officer, General Manager, MOT
Div., General Manager, Management of Technology
Planning Dept., General Manager, Research &Development Dept., General Manager, Tsukuba
Research Lab.
June 2015

Director, In charge of MOT Div., and Kashima Factory,
Managing Executive Officer, General Manager,
Research & Development Div., General Manager,
Management of Technology Planning Dept., Corporate
Development Dept., General Manager, Tsukuba
Research Lab.

August 2015

Director, In charge of Research & Development andKashima FactoryManaging Executive Officer, General Manager,
Research & Development Div.

April 2016

Director, In charge of Research & Development andKashima FactoryManaging Executive Officer, General Manager,
Research & Development Div., General Manager,
Research & Development Dept. (To present)

Reasons for nomination as candidate for Director
Mr. Takeshi Nakahara supervises the management as Director, mainly in the research & development field. At
the Company, he has experience in management, research & development, management of a subsidiary, andthe Corporate Planning Division. As Managing Executive Officer, he is currently General Manager of the MOT
Division. Deemed a person who can re-establish business development for the future even in the current
difficult conditions, we again propose his election as Director.

- 44 -

No.

Name(Date of birth)

Career Summary, Position, Assignment andPrincipal Concurrent Positions
April 1981
April 2007

General Manager, Cement Manufacturing Dept.

April 2011

Deputy General Manager, Tokuyama Factory, General
Manager, Cement Manufacturing Dept.

April 2012

Number of Company Shares
Owned:
13,000 shares

Executive Officer, Deputy General Manager, Cement
Business Div., General Manager, Cement Manufacturing
Dept.

April 2013

Executive Officer, General Manager, Tokuyama Factory

April 2015

Managing Executive Officer, General Manager,
Tokuyama Factory

Tenure as Director:
1 yearJune 2015

Director, In charge of Tokuyama Factory and
Manufacturing Technology

Reelected
Hideki Adachi(May 24, 1955)

4

Joined the Company

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2016:
16/16 (100%)

Managing Executive Officer, General Manager,
Tokuyama Factory
April 2016

Director, In charge of Tokuyama Factory and
Manufacturing Technology
Managing Executive Officer, General Manager,
Tokuyama Factory, General Manager, Manufacturing
Technology Div. (To present)

Reasons for nomination as candidate for Director
Mr. Hideki Adachi supervises the management as Director, mainly in the manufacturing and technology fields.
At the Company, after engaging in the development of cement building materials, he has had long experiencein the Cement Manufacturing Department, and is currently serving as General Manager of the Tokuyama
Factory, our main production base. We request his reelection as a Director, since he is a right person to work on
safety and disaster management of the Tokuyama Factory as well as to increase competitiveness of the entire
plant from a broad standpoint.

- 45 -

No.

Name(Date of birth)

Career Summary, Position, Assignment andPrincipal Concurrent Positions
April 1980

Joined the Company

April 2005

General Manager, Finance Dept.

October 2007

Senior Chief, Management Support Center

April 2010

General Manager, Management Support Center

Reelected

October 2011

Deputy General Manager, Corporate Administration
Div., General Manager, Management Support Center

Akihiro Hamada

April 2012

Executive Officer, Deputy General Manager, Corporate
Administration Div., General Manager, Management
Support Center

Number of Company Shares
Owned:
13,000 shares

April 2014

Executive Officer, General Manager, Corporate
Administration Div., General Manager, Management
Support Center

Tenure as Director:
1 yearDecember 2014

Executive Officer, General Manager, Corporate
Administration Div.

April 2015

Managing Executive Officer, General Manager,
Corporate Administration Div.

June 2015

Director, In charge of Corporate Administration andCorporate Social Responsibility Div.

(October 31, 1955)

5

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2016:
16/16 (100%)

Managing Executive Officer, General Manager,
Corporate Administration Div.
April 2016

Director, In charge of Finance, Procurement & Logistics
and Corporate Social Responsibility Div.
Managing Executive Officer, General Manager,
Corporate Administration Div. (To present)

Reasons for nomination as candidate for Director
Mr. Akihiro Hamada supervises the management as Director, mainly in the finance and accounting fields. At
the Company, after being engaged in the cement business and personnel affairs, he specialized in finance, andis currently General Manager of the Corporate Administration Division. Deemed an appropriate person who
will respond to the Company’s urgent task of reestablishing its financial base, we again propose his election as
Director.

- 46 -

No.

Name(Date of birth)
April 1967

Joined The Sanwa Bank, Ltd.

April 1986

General Manager, Nishinomiya Branch

June 1993

Director, General Manager, Executive Secretariat,
Secretary

December 1996

Managing Director, Deputy Chief Executive, Tokyo
Branch Banking Div.

Akio Fujiwara

June 1999

Representative Director, Senior Managing Director(September 16, 1944)

January 2002

Adviser, Ufit Co., Ltd

Reelected
Candidate for External
Director

6

Career Summary, Position, Assignment andPrincipal Concurrent Positions

Number of Company Shares
Owned:
14,000 shares
Tenure as Director:
5 years
Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2016:19/19 (100%)

June 2003

President, Representative Director

April 2004

President, Representative Director, UFJIS Co., Ltd.

October 2004

Executive Vice President, Executive Officer, Nippon
Shinpan Co., Ltd.

June 2005

Chairman of the Board, Representative Director

October 2005

Chairman of the Board, Representative Director, UFJ
NICOS Co., Ltd.

April 2007

Chairman of the Board, Representative Director,
Mitsubishi UFJ NICOS Co., Ltd.

June 2008

Senior Advisor, Mitsubishi UFJ NICOS Co., Ltd., Audit& Supervisory Board Member

June 2011

Director (To present)

Reasons for nomination as candidate for External Director
With his extensive experience as a manager in the financial industry and excellent knowledge of finance andaccounting, Mr. Akio Fujiwara appropriately supervises the management as External Director. At meetings ofthe Board of Directors and the Human Resources Committee, where appointments and remuneration of
Directors are discussed, he actively expresses his opinions to improve the transparency and fairness ofmanagement. Accordingly, we again propose his election as External Director.

- 47 -

No.

Name(Date of birth)
Reelected

April 1964

Joined Mitsubishi Corporation

Candidate for External
Director

July 1990

General Manager, Chlor-alkali Division

July 1994

Special Adviser

Takeru Ishibashi(September 29, 1941)
7

Career Summary, Position, Assignment andPrincipal Concurrent Positions

Number of Company Shares
Owned:
10,000 shares

June 1997

Member of the Board

April 2001

Managing Director

June 2001

Executive Vice President

April 2004

Senior Executive Vice President

June 2007

Corporate Adviser

June 2011

Audit & Supervisory Board Member

June 2013

Director (To present)

Tenure as Director:
3 years
Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2016:19/19 (100%)
Reasons for nomination as candidate for External Director
With his extensive experience as a manager with excellent knowledge of corporate management, Mr. Takeru
Ishibashi appropriately supervises the management as External Director of the Company. At meetings of theBoard of Directors and the Human Resources Committee, where appointments and remuneration of Directors
are discussed, he actively expresses his opinions to improve the transparency and fairness of management.
Accordingly, we again propose his election as External Director.
April 1973

Joined The Sanwa Bank Ltd.

February 1997

General Manager, Funding Dept.

May 2000

Executive Officer

January 2002

Executive Officer, UFJ Bank Ltd.

May 2002

Senior Executive Officer, UFJ Holdings Inc.

May 2004

Number of Company Shares
Owned:
1,000 shares

Director and Senior Executive Officer, UFJ Holdings,
Inc., Director, UFJ Trust Bank Ltd., Director and Senior
Executive Officer, UFJ Bank Ltd.

October 2005

Senior Managing Director, Mitsubishi UFJ Financial
Group, Inc., Director, Mitsubishi UFJ Trust and Banking
Corporation

Tenure as Director:
1 yearJune 2009

President, Mitsubishi UFJ Research & Consulting Co.,Ltd.

June 2013

President, Sanshin Co. Ltd. (To present)

June 2015

Director, the Company (To present)

Reelected
Candidate for External
Director
Toshihide Mizuno(April 19, 1950)
8

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2016:
16/16 (100%)(Principal Concurrent Positions)
President, Sanshin Co. Ltd.

Reasons for nomination as candidate for External Director
With his extensive experience as a manager in the financial industry and excellent knowledge in finance andaccounting, Mr. Toshihide Mizuno appropriately supervises the management as External Director of theCompany. At meetings of the Board of Directors, he actively expresses his opinions to improve thetransparency of management. Accordingly, we again propose his election as External Director.

- 48 -

Name(Date of birth)

No.

Career Summary, Position, Assignment andPrincipal Concurrent Positions
April 1984

Joined The Mitsubishi Bank, Ltd.

November 2003

Deputy General Manager (Special Assignment),
European Operations and Systems Office, Headquarters
for Europe

January 2005

Senior Vice President & Group Head, Group No.1,
Credit Division for the Americas, Headquarters for theAmericasMay 2007

Senior Vice President & Group Head, Planning Group,
Corporate Governance Division for the U.S., Mitsubishi
UFJ Financial Group, Inc.

April 2009

General Manager, Fund Investment Office, Structured
Finance Division, The Bank of Tokyo-Mitsubishi UFJ,Ltd.

November 2010

Representative Director and Deputy CEO, Japan
Industrial Solutions Co., Ltd.

May 2013

Member of the Board, Japan Industrial Solutions Co.,
Ltd. (To present)

New candidate
Candidate for External
Director
9

Hiroshi Akao
(June 22, 1961)
Number of Company Shares
Owned:
0 shares(Principal Concurrent Positions)
Member of the Board, Japan Industrial Solutions Co., Ltd.
Outside Director, JEOL Ltd.
Reasons for nomination as candidate for External Director
With his extensive track record, experience, and knowledge, Mr. Hiroshi Akao has supervised the execution ofbusiness at other company as outside director. As a person who can judge the appropriateness ofdecision-making by the Board of Directors, we newly propose his election as External Director at this time.

Notes:
1. The four (4) candidates, Mr. Akio Fujiwara, Mr. Takeru Ishibashi, Mr. Toshihide Mizuno, and Mr.
Hiroshi Akao are candidates for External Directors.
2. There are no special interests between the eight (8) candidates—Mr. Masao Kusunoki, Mr. Hiroshi
Yokota, Mr. Takeshi Nakahara, Mr. Hideki Adachi, Mr. Akihiro Hamada, Mr. Akio Fujiwara, Mr.
Takeru Ishibashi and Mr. Toshihide Mizuno —and the Company.
Mr. Hiroshi Akao is concurrently serving as Director of Japan Industrial Solutions Co., Ltd. Japan
Industrial Solutions Fund I, for which the company is the General Partner, and the Company haveconcluded a subscription agreement for Class A shares.
3. The four (4) candidates, Mr. Akio Fujiwara, Mr. Takeru Ishibashi, Mr. Toshihide Mizuno and Mr.
Hiroshi Akao are not planning to receive a large amount of money and other assets from theCompany or a business with a specified relationship with the Company, nor have they received
these in the past two years.
4. The four (4) candidates, Mr. Akio Fujiwara, Mr. Takeru Ishibashi, Mr. Toshihide Mizuno and Mr.
Hiroshi Akao are not a spouse or relative within the third degree of consanguinity or of similar
status of an executive or officer of the Company or a business with a specified relationship with
the Company, or the like.
5. Mr. Akio Fujiwara is currently External Director of the Company, and at the close of this General
Meeting of Shareholders, he will have served five years as External Director of the Company.
- 49 -

Mr. Takeru Ishibashi is currently External Director of the Company, and at the close of this
General Meeting of Shareholders, he will have served three years as External Director of theCompany.
Mr. Toshihide Mizuno is currently External Director of the Company, and at the close of this
General Meeting of Shareholders, he will have served one year as External Director of theCompany.
6. The Company has concluded agreements with Mr. Akio Fujiwara, Mr. Takeru Ishibashi, and Mr.
Toshihide Mizuno pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act tolimit the amount of their liability for damages as provided for in Article 423, Paragraph 1 of theCompanies Act. Pursuant to these agreements, the amount of liability to damages shall be theminimum amount provided for by the laws and regulations. The Company will continue the said
agreement if their election as External Directors is approved.
The Company will also conclude an agreement having similar contents with Mr. Hiroshi Akao if
his election as External Director is approved and he assumes the office.
7. The Company has notified the TSE, that Mr. Akio Fujiwara, Mr. Takeru Ishibashi, and Mr.
Toshihide Mizuno are independent directors in accordance with its Securities Listing Regulations.
Even after being appointed as independent directors, they will continue to be notified as
independent directors.
8. In addition to the Board of Directors meetings included in the attendance at meetings of the Boardof Directors during the fiscal year ended March 31, 2016, on June 15, 2015, there was one written
resolution that is recognized as a resolution by the Board of Directors pursuant to Article 370 of
the Companies Act and Article 27 of the Articles of Incorporation.
9. The five (5) candidates, Mr. Masao Kusunoki, Mr. Hiroshi Yokota, Mr. Hideki Adachi, Mr. Akihiro
Hamada and Mr. Toshihide Mizuno were elected as Directors at 151st Ordinary General Meetingof Shareholders held at June 24, 2015. As a result, their record of attendance at meetings includes
only the meetings that were held after June 24, 2015.

- 50 -

Proposal No. 6: Election of an Accounting Auditor
The accounting auditor, Yamaguchi Audit Corporation will resign at the close of this General
Meeting of Shareholders due to the expiration of its term of office. Accordingly, we propose theelection of Grant Thornton Taiyo LLC as a new accounting auditor, of which the Audit &Supervisory Board has previously given the approval.
The Audit & Supervisory Board recommends Grand Thornton Taiyo LLC, because it possesses
professional competence, independence and appropriateness, expected for an accounting auditorof the Company, and maintains structure and systems sufficient to perform an accounting audit of
the Company.
The candidate for an accounting auditor is as follows:
Name

Grant Thornton Taiyo LLC

Address of Main Office

Akasaka Oji Bldg., 8-1-22 Akasaka, Minato-ku, Tokyo

History

Overview

September 1971

Established Taiyo Audit Corporation

January 2006

Merged with ASG Audit Corporation and changed to Grant
Thornton Taiyo ASG

July 2008

Changed the corporate form to limited liability company,
Grant Thornton Taiyo ASG

July 2012

Merged with Eisho Audit Corporation

October 2013

Merged with Kasumigaseki Audit Corporation

October 2014

The English name changed to Grant Thornton Taiyo LLC

Personnel

Senior partners/partners :53Specified partners

2

Certified public accountants:

183

Passers of certified public accountant exam:

80

Other professional staffs:

24

Other staffs:

44

Total:

386

The number of audit companies:

501(As of March 31, 2016)- 51 -