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 5, 2017
To Those Shareholders with Voting Rights
Hiroshi Yokota
Representative Director
Tokuyama Corporation
1-1 Mikage-cho, Shunan-shi, Yamaguchi

Notice of Convocation of the 153rd Ordinary General Meeting of Shareholders
and General Meeting of Class Shareholders of Common Shares
You are cordially invited to attend the 153rd Ordinary General Meeting of Shareholders and General
Meeting of Class Shareholders of Common Shares of the Company.
While we submit Share Consolidation as a proposal to this General Meeting of Shareholders, wehave decided to hold a Meeting of Class Shareholders of Common Shares simultaneously to effectresolution on the said proposal pursuant with Article 322 of the Companies Act.
If you are unable to attend the meetings, 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 22, 2017.
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 by thevoting deadline indicated above.
1. Date and time:

Friday, June 23, 2017, 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

3. Meeting agenda
Ordinary General Meeting of Shareholders
Matters to be reported:
1. Report on the Business Report, the Consolidated Financial Statements for the 153rd Fiscal
Term (from April 1, 2016 to March 31, 2017) 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 153rd Fiscal Term (from April
1, 2016 to March 31, 2017)-1-

Matters to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Partial Amendments to the Articles of Incorporation (1)Proposal No. 3: Partial Amendments to the Articles of Incorporation (2)Proposal No. 4: Election of Seven (7) Directors (excluding Directors who are Audit andSupervisory Committee Members)
Proposal No. 5: Election of Five (5) Directors who are Audit and Supervisory Committee
Members
Proposal No. 6: Election of One (1) Substitute Director who is an Audit and Supervisory
Committee Member
Proposal No. 7: Determination of Remuneration of Directors (excluding Directors who are
Audit and Supervisory Committee Members)
Proposal No. 8: Determination of Remuneration of Directors who are Audit andSupervisory Committee Members
Proposal No. 9: Share Consolidation
General Meeting of Class Shareholders of Common Shares
Matters to be resolved:
Proposal:
Share Consolidation
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 153rd Ordinary General Meeting of
Shareholders” are included in the enclosed “Report on the 153rd 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.
The Audit & Supervisory Board Member and the Accounting Auditor conducted audits on theConsolidated Financial Statements and Non-Consolidated Financial Statements when preparing
the audit report and the financial audit report respectively. These statements also include, in
addition to what is stated in the attached documents, matters requiring disclosure in “Notes to theConsolidated Financial Statements” and “Notes to Non-Consolidated Financial Statements.”* 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/).

-2-

Reference Documents for the General Meeting of Shareholders
Ordinary General Meeting of Shareholders

Proposals and References
Proposal No. 1: Appropriation of Surplus
The Company makes payment of cash dividends to shareholders, in principle on a continuous andstable basis, while taking into consideration changes in business performance and the
medium-term business plan.
As to dividends of the fiscal term under review, the Company has determined that in view ofimpairment of net assets due to the recording of loss up until the previous fiscal term, it should
give priority to restoration to the sound financial structure considering business risks. Regrettably,
therefore, it proposes to suspend its dividends regarding common shares while, as to Class A
Shares, it would like to pay dividends based on the prescribed calculation provided for at theirissuance.
The Company will steadily conduct priority measures under the medium-term management plan,
promote early stabilization of its financial base, build up stable earning power and make efforts toresume dividend payments to common shareholders at an early date.
Meanwhile, it will pay dividends of the Class A Shares by using funds from other retained
earnings as follows.

1. Type of dividend property:
Dividends will be paid in cash.

2. Matters concerning the allocation of dividend property to shareholders and total amountthereof:38,082.20 yen per Class A share of the Company
The total amount: 761,644,000 yen

3. Effective date of distribution of surplus
June 26, 2017-3-

Proposal No. 2: Partial Amendments to the Articles of Incorporation (1)1. Reasons for the Amendments
At the Meeting of the Board of Directors of the Company held on April 28, 2017, a resolution
was passed to acquire and cancel all Class A Shares (total amount of issue is 20 billion yen)issued by the Company in accordance with the provision of Article 6-2, Paragraph 5 of its
Articles of Incorporation (Call Options, Consideration for Which Is Cash) on June 14, 2017 .
This is to avert an increase in the future dividend payment burden and an increase in theredemption amount due to a rise in the redemption coefficient on the Class A Shares byacquisition and cancellation of such shares.
To that end, the Company intends to amend and delete parts of its Articles of Incorporationthat provided for the provisions related to class shares.

2. The Content of Amendments
The details of amendments are as follows.
The proposed amendments to the Articles of Incorporation may only take effect at the close ofthis General Meeting of Shareholders.
(Amendments are underlined.)

Article 6.

Current Articles of Incorporation

Proposed Amendments

Chapter 2. Shares

Chapter 2. Shares

Total Number of Authorized Shares

Article 6.

Total Number ofAuthorized Shares

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

-4-(Deleted)

Current Articles of Incorporation

Proposed Amendments(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 theyearly 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 Amountof Class A Accumulated Unpaid Dividends (as defined in thefollowing item), except for dividends of surplus paid in anabsorption-type company split procedure carried out by theCompany, which is provided in Article 758 (viii) (b) or Article 760(vii) (b) or dividends of surplus paid in an incorporation-typecompany split procedure carried out by the Company which isprovided in Article 763, Paragraph 1 (xii) (b) or Article 765,
Paragraph 1 (viii) (b), of the Companies 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 a-5-

Current Articles of Incorporation

Proposed Amendments

period 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(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-6-

Current Articles of Incorporation

Proposed Amendments

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
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 obtained-7-

Current Articles of Incorporation

Proposed Amendmentsby 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
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-8-

Current Articles of Incorporation

Proposed Amendments

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” andthe “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
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 at-9-Current Articles of Incorporation

Proposed Amendmentsthat 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
(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.

- 10 -

Current Articles of Incorporation

Proposed Amendments

number of(number ofpaid-incommonissued common
x amount
sharestobeshares - number+ newly issued per shareof common
acquisitionacquisition
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 ofshare 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- 11 -

Current Articles of Incorporation

Proposed Amendments

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 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 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 theapplication 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.”- 12 -

Current Articles of Incorporation
9.

Proposed Amendments

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
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.
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- 13 -(Deleted)

Current Articles of Incorporation

Proposed Amendments

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 dayof the business year to which the Record Date for Dividend belongs(or the day on which Class B Shares are issued for the first time, if
the Record 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.
(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- 14 -

Current Articles of Incorporation

Proposed Amendments

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.
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- 15 -

Current Articles of Incorporation

Proposed Amendments

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 Sharesshall 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 common- 16 -

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Proposed Amendments

shares 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
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- 17 -

Current Articles of Incorporation

Proposed Amendments

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.
number of(number ofpaid-incommonissued common
x amount
sharestobeshares - number+ newly issued per shareof common
acquisitionacquisition
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 of- 18 -

Current Articles of Incorporation

Proposed Amendments

the 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
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
the acquisition 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:- 19 -

Current Articles of Incorporation

Proposed Amendments(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 theCompany’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.

- 20 -

Current Articles of Incorporation

Proposed Amendments

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.
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“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 leap

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Current Articles of Incorporation

Proposed Amendmentsyear), for the actual number of days of the period from the first dayof the business year to which the Record Date for Dividend belongs(or the day on which Class C Shares are issued for the first time, if
the Record 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 eachbusiness 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- 22 -

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Proposed Amendments

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
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.

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Proposed Amendments

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.
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 the- 24 -

Current Articles of Incorporation

Proposed Amendments

following 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” andthe “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 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
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- 25 -

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Proposed Amendments

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
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- 26 -

Current Articles of Incorporation

Proposed Amendments

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
shares - number shares to be+ newly issued per shareof common
acquisitionacquisition
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 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 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- 27 -

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Proposed Amendments

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
the acquisition 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
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.

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Current Articles of Incorporation

Proposed Amendments(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.

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Current Articles of Incorporation

Proposed Amendments

Number of Shares in One
Unit of Shares
The number of shares in one (1) unit of shares of the Company shall be one The number of shares in one (1) unit ofshares of the Company shall be one
thousand (1,000) shares for common shares and one (1) share for Class A
thousand(1,000) shares.
Shares, Class B Shares and Class C Shares.
Article 8.

Article 8.

Number of Shares in One Unit of Shares

Chapter 3. General Meeting of Shareholders

Chapter 3. General Meeting of
Shareholders

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.

(Deleted)

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.

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Proposal No. 3: Partial Amendments to the Articles of Incorporation (2)1. Reasons for the Amendments(1) Transition to a company with an Audit and Supervisory Committee, etc.
While the Company has made efforts to enhance corporate governance with an aim to
improve the soundness and transparency of the execution of operations, it has determined totransition to a company with an Audit and Supervisory Committee in order to further
strengthen the supervisory function for the execution of operations of the Board of Directors
and to expedite the execution of operations and improve the corporate value. To this end, theCompany will establish new provisions for Directors who are Audit and Supervisory
Committee Members and the Audit and Supervisory Committee, delete the provisions for
Audit & Supervisory Board Members and the Audit & Supervisory Board, and make thenecessary amendments for the transition to a company with an Audit and Supervisory
Committee. The changes will be carried out together with the abolition of Directors withspecial titles.
(2) Change of the scope of directors who can enter into a liability limitation agreement
In line with the change of the scope of directors who can enter into a liability limitationagreement to directors who are not an executive director, etc. due to revision of the Companies
Act, the scope of Directors who can enter into a liability limitation agreement will be changed
so that Directors who do not execute operations can fulfill their expected roles adequately. The
consent of all Audit & Supervisory Board Member has been obtained concerning theamendments to the Articles of Incorporation in relation to liability limitation agreements.

2. The Content of Amendments
The details of amendments are as follows.
The proposed amendments to the Articles of Incorporation may only take effect at the closeof this General Meeting of Shareholders.
(Amendments are underlined.)

Article 4.

Current Articles of Incorporation

Proposed Amendments

Chapter 1. General Provisions

Chapter 1. General Provisions

Establishment of Organizations

Article 4.

Establishment of Organizations

The Company shall have the following organizations inaddition to General Meetings of Shareholders andDirectors.

The Company shall have the following organizations inaddition to General Meetings of Shareholders andDirectors.

(1) Board of Directors(1) Board of Directors(2) Audit & Supervisory Board Members(2) Audit and Supervisory Committee(3) Audit & Supervisory Board(4) Accounting Auditor(Deleted)(3) Accounting Auditor

Chapter 4. Directors and Board of Directors

Chapter 4. Directors and Board of Directors- 31 -

Current Articles of Incorporation
Article 20.
1.

Number of Directors

Proposed Amendments
Article 20.

Number of Directors

The Company shall have no more than twenty (20)
Directors.

1.

The Company shall have no more than twelve (12)Directors (excluding Directors who are Audit andSupervisory Committee Members).

(New Clause)

2.

The Company shall have no more than eight (8)Directors who are Audit and Supervisory Committee
Members.

Article 21. Method of Election of Directors

Article 21. Method of Election of Directors

1.

A Director shall be elected by resolution of a General 1.
Meeting of Shareholders.

A Director shall be elected by resolution of a General
Meeting of Shareholders, while making a distinction
between Directors who are Audit and Supervisory
Committee Members and other Directors.

2.

Election of a Director shall be made by the quorum of 2.
shareholders holding one-third (1/3) or more of thevoting rights held by all the shareholders entitled toexercise their voting rights being present at therelevant General Meeting of Shareholders, and by the
resolution of a majority vote of the voting rights ofsuch present shareholders.

(Same as the present)

3.

Cumulative voting shall not be used for resolutions to 3.
elect Directors.

(Same as the present)

Article 22.

Term of Directors

The term of office of a Director shall expire at theconclusion of the Ordinary General Meeting of
Shareholders pertaining to the last business year ending
within one (1) year after the Director’s election.
(New Clause)(New Clause)

Article 22.

Term of Directors

The term of office of a Director (excluding a Director who
is an Audit and Supervisory Committee Member) shall
expire at the conclusion of the Ordinary General Meetingof Shareholders pertaining to the last business year ending
within one (1) year after the Director’s election.
Article 23.

Term of Directors who are Audit andSupervisory Committee Members

1.

The term of office of a Director who is an Audit andSupervisory Committee Member shall expire at theconclusion of the Ordinary General Meeting of
Shareholders pertaining to the last business year
ending within two (2) years after the Director’s
election.

2.

The term of office of the Director who is an Audit andSupervisory Committee Member elected as a
substitute of another Director who was an Audit andSupervisory Committee Member and retired before
the expiration of his/her term shall be the remaining
term of office of the predecessor.

Article 24.

A Substitute for a Director who is an Audit
and Supervisory Committee Member

1.

The Company may elect a substitute for a Director
who is an Audit and Supervisory Committee Member(hereinafter, “Substitute”) in advance to prepare forcases where the number of Directors who is an Audit
and Supervisory Committee Member falls below thenumber stipulated by laws and regulations.

2.

The effect of election of a Substitute shall expire at
the start of the Ordinary General Meeting of
Shareholders pertaining to the last business year
ending within two (2) years after the Substitute’s
election.

- 32 -

Current Articles of Incorporation

Proposed Amendments
3.

Article 23.

Article 25.

Representative Director(s) and Directors
with Special Titles

1.

The Board of Directors shall appoint Representative
Director(s) by its resolution.

2.

The Board of Directors may determine one (1)Chairman and Director one (1) President andDirector, and a few Vice Presidents and Directors,
Senior Managing Directors and Managing Directors
by its resolution.

Article 24.

In the case where a Substitute assumes the post of
Director who is an Audit and Supervisory Committee
Member, his or her term of office shall expire at thetime when the term of office of the resigning Director
who is an Audit and Supervisory Committee Member
expires. However, this term shall not continue beyond
the conclusion of the Ordinary General Meeting of
Shareholders pertaining to the last business year
ending within two (2) years after the Substitute’s
election.

Person Authorized to Convene Meetings ofthe Board of Directors and Chair Thereof

1.

Representative Director(s)The Board of Directors shall appoint Representative
Director(s) from among Directors (excluding
Directors who are Audit and Supervisory Committee
Members) by its resolution.
(Deleted)

Article 26.

Person Authorized to Convene Meetings ofthe Board of Directors and Chair Thereof

1.

A meeting of the Board of Directors, unless otherwise 1.
provided by laws and regulations, shall be convened
and chaired by a Director determined in advance by
the Board of Directors.

(Same as the present)

2.

When a Director is prevented from doing so as statedin the preceding paragraph, the other Director shallconvene and chair a meeting in the order determinedin advance by the Board of Directors.

2.

(Same as the present)(New Clause)

3.

Notwithstanding the preceding two (2) paragraphs, a
Director who is an Audit and Supervisory Committee
Member appointed by the Audit and Supervisory
Committee may convene a meeting of the Board of
Directors.

Article 25.

Convocation Notice regarding Meetings ofBoard of Directors

Article 27.

Convocation Notice regarding Meetings ofBoard of Directors

1.

Convocation notice regarding a meeting of the Boardof Directors shall be dispatched to each Director andeach Audit & Supervisory Board Member three (3)days prior to the date of such meeting; provided,
however, that such period may be shortened in thecase of urgent necessity.

1.

Convocation notice regarding a meeting of the Boardof Directors shall be dispatched to Director three (3)days prior to the date of such meeting; provided,
however, that such period may be shortened in thecase of urgent necessity.

2.

A meeting of the Board of Directors may be held
without carrying out the convocation procedure upon
the consent of all the Directors and Audit &Supervisory Board Members.

2.

A meeting of the Board of Directors may be held
without carrying out the convocation procedure upon
the consent of all the Directors.

Article 26.

Method of Resolution of the Board of
Directors

Article 28.

A resolution of the Board of Directors shall be adopted bya majority of the Directors present, when a majority of all
the Directors entitled to participate in the vote are present.

- 33 -

Method of Resolution of the Board of
Directors(Same as the present)Current Articles of Incorporation
Article 27.

Proposed Amendments

Omission of resolution of the Board of
Directors

Article 29.

Omission of resolution of the Board of
Directors

When all the Directors (only those entitled to participate in When all the Directors (only those entitled to participate in
the vote on the matter to be resolved) express their consent the vote on the matter to be resolved) express their consent
to the matter to be resolved at the Board of Directors into the matter to be resolved at the Board of Directors inwriting or through electromagnetic records, the Company writing or through electromagnetic records, the Company
shall deem that a resolution of the Board of Directors
shall deem that a resolution of the Board of Directors
approving the matter to be resolved has been made, except approving the matter to be resolved has been made.
where an Audit & Supervisory Board Member disagrees
with such matter.
Article 28.

Minutes of Meetings of Board of Directors

Proceedings, outcome of meetings of the Board of
Directors and other matters stipulated by laws andregulations shall be described or recorded in minutes, andDirectors and Audit & Supervisory Board Memberspresent shall write their signatures and affix their seals
thereto or put their electronic signatures thereon.
(New Clause)

Article 30.

Minutes of Meetings of Board of Directors

Proceedings, outcome of meetings of the Board of
Directors and other matters stipulated by laws andregulations shall be described or recorded in minutes, andDirectors present shall write their signatures and affix theirseals thereto or put their electronic signatures thereon.
Article 31.

Delegation of Decisions regarding
Execution of Important Operations

The Company may, pursuant to the provisions of Article399-13, Paragraph 6 of the Companies Act, delegate all orpart of decisions regarding execution of important
operations (excluding matters set forth in items of
Paragraph 5 of the said Article) to a Director by resolutionof the Board of Directors.
Article 29.

Regulations of the Board of Directors

Article 32.

(Omitted)
Article 30.

Remunerations, etc. of Directors

Regulations of the Board of Directors(Same as the present)

Article 33.

Remunerations, etc. of Directors

Remunerations, etc. of Directors shall be determined byresolution of a General Meeting of Shareholders.

Remunerations, etc. of Directors shall be determined byresolution of a General Meeting of Shareholders, while
making a distinction between Directors who are Audit andSupervisory Committee Members and other Directors.

Article 31.

Article 34.

Exemption from Liability of Directors

Exemption from Liability of Directors

1.

Pursuant to the provisions of Article 426, Paragraph 1 1.
of the Companies Act, the Company may, byresolution of the Board of Directors, exempt any
Director (including any former Director) fromliability for damages as provided for in Article 423,
Paragraph 1 of the same act, to the extent permitted
by laws and regulations.

(Same as the present)

2.

Pursuant to the provisions of Article 427, Paragraph 1 2.
of the Companies Act, the Company may enter into
an agreement with an External Director to limit theliability of the External Director as provided for in
Article 423, Paragraph 1 of the same act, provided
that the maximum amount of the liability limitation
under this agreement shall be the higher of thepredetermined amount or the amount stipulated bylaws and regulations.

Pursuant to the provisions of Article 427, Paragraph 1of the Companies Act, the Company may enter into
an agreement with a Director (excluding a Director
who is an executive director, etc.) to limit the liabilityof the Director as provided for in Article 423,
Paragraph 1 of the same act, provided that the
maximum amount of the liability limitation under thisagreement shall be the higher of the predeterminedamount or the amount stipulated by laws andregulations.
Chapter 5. Audit and Supervisory Committee

Chapter 5. Audit & Supervisory Board Members
and Audit & Supervisory Board
Article 32.

(Deleted)

Number of Audit & Supervisory Board
Members

The Company shall have no more than five (5) Audit &- 34 -

Current Articles of Incorporation

Proposed Amendments

Supervisory Board Members.
Article 33.

Method of Election of Audit & Supervisory
Board Members

1.

An Audit & Supervisory Board Member shall beelected by resolution of a General Meeting of
Shareholders.

2.

Election of an Audit & Supervisory Board Member
shall be made by the quorum of shareholders holding
one-third (1/3) or more of the voting rights held by all
the shareholders entitled to exercise their voting
rights being present at the relevant General Meetingof Shareholders, and by the resolution of a majority
vote of the voting rights of such present shareholders.

Article 34.

(Deleted)

A Substitute for an Audit & Supervisory
Board Member

1.

The Company may elect a substitute for an Audit &Supervisory Board Member (hereinafter,“Substitute”) in advance to prepare for cases where
the number of Audit & Supervisory Board Members
falls below the number stipulated by laws andregulations.

2.

The effect of election of a Substitute shall expire at
the start of the Ordinary General Meeting of
Shareholders pertaining to the last business year
ending within four (4) years after the Substitute’s
election.

3.

In the case where a Substitute assumes the post of
Audit & Supervisory Board Member as stated in thepreceding paragraph, his or her term of office shall
expire at the time when the term of office of theresigning Audit & Supervisory Board Member
expires. However, this term shall not continue beyond
the conclusion of the Ordinary General Meeting of
Shareholders pertaining to the last business year
ending within four (4) years after the Substitute’s
election.

Article 35.

(Deleted)

Term of Audit & Supervisory Board
Members(Deleted)

1.

The term of office of an Audit & Supervisory Board
Member shall expire at the conclusion of theOrdinary General Meeting of Shareholders pertaining
to the last business year ending within four (4) years
after the Audit & Supervisory Board Member’s
election.

2.

The term of office of the Audit & Supervisory Board
Member elected as a substitute of another Audit &Supervisory Board Member who retired before theexpiration of his/her term shall be the remaining termof office of the predecessor.

Article 36. Full-time Audit & Supervisory Board
Members

Article 35. Establishment of Full-time Audit andSupervisory Committee Members

The Audit & Supervisory Board shall appoint Full-time
Audit & Supervisory Board Members by its resolution.

Full-time Audit and Supervisory Committee Members
shall be established in the Audit and Supervisory
Committee.

Article 37.

Article 36.

Convocation Notice regarding Meetings of
Audit & Supervisory Board- 35 -

Convocation Notice regarding Meetings of
Audit and Supervisory Committee

Current Articles of Incorporation

Proposed Amendments

1.

Convocation notice regarding a meeting of the Audit& Supervisory Board shall be dispatched to each
Audit & Supervisory Board Member three (3) days
prior to the date of such meeting; provided, however,that such period may be shortened in the case ofurgent necessity.

1.

Convocation notice regarding a meeting of the Audit
and Supervisory Committee shall be dispatched toeach the Director who is an Audit and Supervisory
Committee Member three (3) days prior to the date ofsuch meeting; provided, however, that such period
may be shortened in the case of urgent necessity.

2.

A meeting of the Audit & Supervisory Board may beheld without carrying out the convocation procedure
upon the consent of all the Audit & Supervisory
Board Members.

2.

A meeting of the Audit and Supervisory Committee
may be held without carrying out the convocation
procedure upon the consent of all the Directors who
are Audit and Supervisory Committee Members.

Article 38.

Article 37.

Method of Resolution of the Audit &Supervisory Board

Method of Resolution of the Audit andSupervisory Committee

A resolution of the Audit & Supervisory Board, unlessotherwise provided by laws and regulations, shall be
adopted by a majority vote of Audit & Supervisory Board
Members.

A resolution of the Audit and Supervisory Committee,
unless otherwise provided by laws and regulations, shallbe adopted by a majority vote of the Directors who are
Audit and Supervisory Committee Members, when amajority of all the Directors who are Audit andSupervisory Committee Members entitled to participate in
the vote are present.

Article 39.

Article 38.

Minutes of Meetings of the Audit &Supervisory Board

Minutes of Meetings of the Audit andSupervisory Committee

Proceedings, outcome of meetings of the Audit &Supervisory Board and other matters stipulated by laws
and regulations shall be described or recorded in minutes,
and Audit & Supervisory Board Members present shallwrite their signatures and affix their seals thereto or put
their electronic signatures thereon.

Proceedings, outcome of meetings of the Audit andSupervisory Committee and other matters stipulated bylaws and regulations shall be described or recorded inminutes, and Directors who are Audit and Supervisory
Committee Members present shall write their signatures
and affix their seals thereto or put their electronic
signatures thereon.

Article 40.

Article 39.

Regulations of the Audit & Supervisory
Board

Matters regarding the Audit & Supervisory Board shall be
determined in accordance with laws and regulations or the
Articles of Incorporation as well as the Regulations ofAudit & Supervisory Board established by the Audit &Supervisory Board.
Article 41.

Regulations of the Audit and Supervisory
Committee

Matters regarding the Audit and Supervisory Committee
shall be determined in accordance with laws andregulations or the Articles of Incorporation as well as theRegulations of the Audit and Supervisory Committee
established by the Audit and Supervisory Committee.
(Deleted)Remunerations, etc. of the Audit &Supervisory Board Members

Remunerations, etc. of the Audit & Supervisory Board
Members shall be determined by resolution of a General
Meeting of Shareholders.
Article 42.

Exemption from Liability of the Audit &Supervisory Board Members(Deleted)1.

Pursuant to the provisions of Article 426, Paragraph 1of the Companies Act, the Company may, byresolution of the Board of Directors, exempt any
Audit & Supervisory Board Member (including any
former Audit & Supervisory Board Member) fromliability for damages as provided for in Article 423,
Paragraph 1 of the same act, to the extent permitted
by laws and regulations.

2.

Pursuant to the provisions of Article 427, Paragraph 1of the Companies Act, the Company may enter into
an agreement with an External Auditor to limit theliability of the External Auditor as provided for in
Article 423, Paragraph 1 of the same act, provided
that the maximum amount of the liability limitation
under this agreement shall be the higher of the- 36 -

Current Articles of Incorporation

Proposed Amendments

predetermined amount or the amount stipulated bylaws and regulations.
Chapter 6. Accounts
Article 43.

Business Year

Chapter 6. Accounts
Article 40.

(Omitted)
Article 44.

Year-end Dividend(Same as the present)
Article 41.

(Omitted)
Article 45.

Interim Dividend

Period of Exclusion for Payment of
Dividends

Year-end Dividend(Same as the present)

Article 42.

(Omitted)
Article 46.

Business Year

Interim Dividend(Same as the present)

Article 43.

Period of Exclusion for Payment of
Dividends(Omitted)(Same as the present)(New Clause)

Supplementary Provisions
Article 1.

(New Clause)

Transitional measures for Exemption from
Liability of Audit & Supervisory Board
Members

1.

With regard to exemption from liability for damages
by resolution of the Board of Directors as provided
for in Article 423, Paragraph 1 of the Companies Act
regarding actions of Audit & Supervisory Board
Members (including former Audit & Supervisory
Board Members) prior to the conclusion of the 153rd
Ordinary General Meeting of Shareholders held in
June 2017, the provisions then in force shall remain
applicable.

2.

With regard to agreements to limit liability fordamages as provided for in Article 423, Paragraph 1of the Companies Act regarding actions of External
Auditors (including former External Auditors) prior
to the conclusion of the 153rd Ordinary General
Meeting of Shareholders held in June 2017, theprovisions then in force shall remain applicable.

- 37 -

Proposal No. 4: Election of Seven (7) Directors (excluding Directors who are Audit andSupervisory Committee Members)
If proposal No. 3 “Partial Amendments to the Articles of Incorporation (2)” is approved andpassed as originally proposed, the Company will transition to a company with an Audit andSupervisory Committee and the term of office of all nine (9) directors will expire when theamendments to the Articles of Incorporation take effect.
In conjunction with this, we request the election of seven (7) Directors (excluding Directors who
are Audit and Supervisory Committee Members).
The candidates for Director (excluding Directors who are Audit and Supervisory Committee
Members) 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:
84,000 common shares

April 2002

Director, General Manager, Cement Business Div.

April 2003

Tenure as Director:
12 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,
2017:22/22 (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 as
General Manager of Chemicals Sales Department and Cement Business Division, he retired as Director in
2011, and with great achievements in rehabilitating the management of a subsidiary. With our highexpectations for his management talent, he returned as Director in 2015. We again propose his election as
Director.

- 38 -

No.

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

2

Number of Company Shares
Owned:
44,000 common shares
Tenure as Director:
2 years

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, Supervision of all businessdivisions, Corporate Planning Div., Audit Office,Secretarial Dept. and General & Personnel Affairs,
President and Executive Officer (To present)

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2017:22/22 (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 and as General Manager
of Specialty Products Business Division. Showing strong leadership with a sound business perspective, hesucceeded in putting an end to a big issue of concern: rebuilding the deteriorated financial base. To sustain the
Company’s further growth in the future as we look toward its leap forward after reconstruction, we again
propose his election as Director.

- 39 -

No.

Name(Date of birth)

Reelected
Takeshi Nakahara

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, temporary transferred to FIGARO
Engineering Inc., President

April 2010

General Manager, Corporate Planning Dept. of theCompany

April 2011

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

April 2013

Executive Officer, General Manager, Corporate Planning
Div.

(December 4, 1955)

3

April 2014
Number of Company Shares
Owned:
21,000 common shares

Managing Executive Officer, General Manager,
Corporate Planning Div.

June 2014

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

Tenure as Director:
3 years

April 2015

Director, Supervision of MOT Div., and Kashima
Factory

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2017:22/22 (100%)

Managing Executive Officer, General Manager, MOT
Div.
June 2015

Director, In charge of MOT Div., and Kashima FactoryManaging Executive Officer, General Manager, MOT
Div.

August 2015

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

April 2017

Director, In charge of Research & Development,
Kashima Factory and Corporate Social Responsibility
Div.
Managing Executive Officer, General Manager,
Corporate Social Responsibility Div. (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. Deemed a person who can re-establish business development for the futureeven in the current difficult conditions, we again propose his election as Director.

- 40 -

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

Executive Officer, Deputy General Manager, Cement
Business Div.

(May 24, 1955)

April 2013

Executive Officer, General Manager, Tokuyama Factory

Number of Company Shares
Owned:
17,000 common shares

April 2015

Managing Executive Officer, General Manager,
Tokuyama Factory

June 2015

Director, In charge of Tokuyama Factory and
Manufacturing Technology

Reelected
Hideki Adachi

4

Joined the Company

Tenure as Director:
2 years
Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2017:22/22 (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.

April 2017

Director, In charge of Tokuyama FactoryManaging Executive Officer, General Manager,
Tokuyama Factory (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.

- 41 -

No.

Name(Date of birth)

Career Summary, Position, Assignment andPrincipal Concurrent Positions
April 1980

Reelected
Akihiro Hamada

April 2005

General Manager, Finance Dept.

October 2007

Senior Chief, Management Support Center

April 2010

General Manager, Management Support Center

October 2011

Deputy General Manager, Corporate Administration
Div.,

April 2012

Executive Officer, Deputy General Manager, Corporate
Administration Div.

April 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

Number of Company Shares
Owned:
17,000 common shares
Tenure as Director:
2 years
Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2017:22/22 (100%)

Joined the Company

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.

April 2017

Director, In charge of Finance and Procurement &Logistics
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 task of reestablishing and reinforcing its financial base, we again propose hiselection as Director.

- 42 -

No.

Name(Date of birth)

New candidate

Hideo Sugimura
6

Career Summary, Position, Assignment andPrincipal Concurrent Positions
April 1984

Joined the Company

April 2004

Temporary transferred to TOKUYAMA ASIA PACIFIC
PTE. LTD, President

April 2007

Senior Chief, ERP Promotion Div. of the Company

May 2009

Senior Chief, ISAAC Promotion Div.

August 2011

Senior Chief, temporary transferred to EXCELSHANON CORPORATION, General Manager of
Administration Dept., Administration Div.

April 2012

Senior Chief, temporary transferred to EXCELSHANON CORPORATION, Director, General Manager
of Administration Div.

April 2014

Senior Chief, temporary transferred to EXCELSHANON CORPORATION, Managing Director,
General Manager of Administration Div.

December 2014

General Manager, Management Support Center of theCompany, Director, EXCEL SHANONCORPORATION,

April 2015

Executive Officer, General Manager, Corporate Planning
Div.

April 2017Managing Executive Officer, General Manager,
Corporate Planning Div. (To present)(October 22, 1959)
Number of Company Shares
Owned:
4,016 common shares

Reasons for nomination as candidate for Director
Mr. Hideo Sugimura served as president of an overseas subsidiary and has a wealth of experience in efforts toconvert an information system and reconstruct a domestic subsidiary. Since April 2015, he has madecoordinating efforts across divisions and proposals to the management as General Manager of the Corporate
Planning Division. To sustain the Company’s further growth in the future as we look toward its leap forward
after reconstruction, we newly propose his election as Director.

- 43 -

Name(Date of birth)

No.

Career Summary, Position, Assignment andPrincipal Concurrent Positions
April 1992

New candidate

7

October 2007

Joined Japan Excel-Management Consulting Co., Ltd.

April 2009

Consulting Manager, Consulting Business Div.

April 2010

Consulting Manager and General Manager Consultant,
Consulting Business Div.

Hisashi Shimizu(July 15, 1967)
Number of Company Shares
Owned:
0 shares

Joined Matsushita Electric Industrial Co., Ltd.

May 2011

Joined Japan Industrial Solutions Co., Ltd.

January 2015

Executive Officer (To present)

July 2016

Temporary transferred to the Company, Senior Chief,
Factory Administration Dept. (To present)(Principal Concurrent Positions)Executive Officer, Japan Industrial Solutions Co., Ltd.

Reasons for nomination as candidate for Director
Mr. Hisashi Shimizu was engaged in reconstruction of various companies at Japan Industrial Solutions Co.,
Ltd. In addition, since last year he has been pressing forward with reducing costs of the Tokuyama Factory also
at the Company and has exerted a significant influence on changes in the members’ consciousness at its
affiliated companies. His temporary transfer to the Company will end as of March 31, 2017, and in the
expectation that he will make active proposals to the Company regarding efforts for its development afterreconstruction, we propose his election as Director (non-executive Director).

Notes:
1. There are no special interests between the six (6) candidates—Mr. Masao Kusunoki, Mr. Hiroshi
Yokota, Mr. Takeshi Nakahara, Mr. Hideki Adachi, Mr. Akihiro Hamada and Mr. Hideo Sugimura—and the Company.
Mr. Hisashi Shimizu is concurrently serving as Executive Officer of Japan Industrial Solutions
Co., Ltd. Japan Industrial Solutions Fund I, for which the company is the General Partner, and theCompany have concluded a subscription agreement for Class A shares. Provided, however, that asstated in Proposal No. 2 “Partial Amendments to the Articles of Incorporation (1),” the Company
will acquire all issued Class A Shares in exchange for cash, setting June 14, 2017 as theacquisition date.
2. In the case where the election of Mr. Hisashi Shimizu as Director is approved and he assumes
office, on condition that Proposal No. 3 “Partial Amendments to the Articles of Incorporation (2)”is approved and passed as originally proposed, the Company will conclude an agreement with him,
who is not an executive director, etc., pursuant to the provisions of Article 427, Paragraph 1 of theCompanies Act to limit the amount of his liability for damages as provided for in Article 423,
Paragraph 1 of the Companies Act. Pursuant to these agreements, the amount of liability todamages will be the minimum amount provided for by the laws and regulations.

- 44 -

Proposal No. 5: Election of Five (5) Directors who are Audit and Supervisory Committee
Members
If Proposal No. 3 “Partial Amendments to the Articles of Incorporation (2)” is approved andpassed as originally proposed, the Company will transition to a company with an Audit andSupervisory Committee.
In conjunction with this, we request the election of five (5) Directors who are Audit andSupervisory Committee Members.
This Proposal shall take effect on condition that the amendments to the Articles of Incorporationin Proposal No. 3 “Partial Amendments to the Articles of Incorporation (2)” become effective.
The candidates for Director who is an Audit and Supervisory Committee Member are as follows:
No.

Name
(Date of birth)

Career Summary, Position, Assignment andPrincipal Concurrent Positions
April 1974

Joined the Company

April 2004

Senior Chief, temporary transferred to Shin Dai-ichi
Vinyl Corporation, General Manager, Sales Dept.

April 2005

Senior Chief, temporary transferred to Shin Dai-ichi
Vinyl Corporation, Director, General Manager, Sales
Dept.

Number of Company Shares
Owned:
36,000 common shares

January 2008

General Manager, Audit Office of the Company

April 2010

Senior Chief, Audit Office

June 2010

Audit & Supervisory Board Member (To present)

Tenure as Director:
7 years(Principal Concurrent Positions)

New Candidate

Masaki Akutagawa(April 2, 1950)

1

Auditor of Shin Dai-ichi Vinyl Corporation
Audit & Supervisory Board Member, Tokuyama Dental Corporation

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2017:22/22 (100%)
Attendance at meetings of the
Audit & Supervisory Board
during the fiscal year ended
March 31, 2017:15/15 (100%)
Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member
After having been engaged in sales over the years at the Company and its group companies, Mr. Masaki
Akutagawa served as General Manager of Audit Office, responsible for the Company’s internal audit. In
addition, he has obtained broad and deep insight on the Group’s businesses through his auditing experience asa full-time Audit & Supervisory Board Member. Hence, we think that he has the capacity to fulfill duties as an
Audit and Supervisory Committee Member from the viewpoint of audits on the whole of management, and we
propose his election as a Director who is an Audit and Supervisory Committee Member.

- 45 -

No.

Name(Date of birth)
New candidate

April 1980

Joined the Company

April 2005

General Manager, Accounting Dept.

October 2007

Senior Chief, Management Support Center

Youji Miyamoto

October 2011

General Manager, Foreign Trade Control Dept.

(January 22, 1958)

June 2013

Senior Chief, Corporate Social Responsibility Div.

June 2013

Audit & Supervisory Board Member (To present)

Number of Company Shares
Owned:
6,000 common shares

2

Career Summary, Position, Assignment andPrincipal Concurrent Positions

Tenure as Audit &Supervisory Board Member:
4 years
Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2017:22/22 (100%)
Attendance at meetings of the
Audit & Supervisory Board
during the fiscal year ended
March 31, 2017:15/15 (100%)
Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member
After having been engaged in businesses of personnel affairs and development of new products, Mr. Youji
Miyamoto has been in charge of the accounting business over the years. Since he has high degree of expertisein finance and accounting, in the expectation that he will fulfill duties as an Audit and Supervisory Committee
Member, we propose his election as a Director who is an Audit and Supervisory Committee Member.

- 46 -

No.

Name(Date of birth)
New candidate

Career Summary, Position, Assignment andPrincipal Concurrent Positions
April 1990

Registered as Lawyer,

April 1995

Aoyama Central Law Office

Hiranuma Law Office
Candidate for External Director September 2001

Audit & Supervisory Board Member of the Company(To present)

Shin Kato

January 2014

Representative lawyer, Kato Law Office (To present)(June 27, 1961)(Principal Concurrent Positions)Representative Lawyer, Kato Law Office

Number of Company Shares
Owned:
4,000 common shares
3South Toranomon Law Office

June 2013

Tenure as Audit &Supervisory Board Member:
4 years
Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2017:21/22 (95%)
Attendance at meetings of the
Audit & Supervisory Board
during the fiscal year ended
March 31, 2017:15/15 (100%)
Reasons for nomination as candidate for External Director who is an Audit and Supervisory Committee
MemberMr. Shin Kato has not been involved in the Company’s management other than by being an external director oran external auditor. However, he has actively expressed opinions and given advice at meetings of the Board of
Directors and the Audit & Supervisory Board because he has a wealth of experience and broad and deep
insight in addition to his technical perceptive as an attorney at law. For this reason, we propose his election as
an External Director who is an Audit and Supervisory Committee Member.

- 47 -

No.

Name(Date of birth)

Career Summary, Position, Assignment andPrincipal Concurrent Positions
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

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

Number of Company Shares
Owned:
3,000 common shares

October 2005

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

Tenure as Director:
2 years

June 2009

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

June 2013

President, Sanshin Co. Ltd.

New candidate
Candidate for External
Director

Toshihide Mizuno(April 19, 1950)
4

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2017:22/22 (100%)

June 2015

Director of the Company (To present)

June 2016

Chairman, Sanshin Co. Ltd. (To present)(Principal Concurrent Positions)
Chairman, Sanshin Co. Ltd.

Reasons for nomination as candidate for External Director who is an Audit and Supervisory Committee
MemberWith 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 provides advices to improve the transparency ofmanagement. Accordingly, we propose his election as External Director who is an Audit and Supervisory
Committee Member- 48 -

Name(Date of birth)

No.

Career Summary, Position, Assignment andPrincipal Concurrent Positions
April 1974

New candidate
Candidate for External
Director

Yoshikazu Tsuda

June 1999

General Manager, Corporate Planning Dept.

June 2001

General Manager, Finance Dept.

June 2003

Executive Officer, General Manager, Finance Dept.

April 2005

Executive Officer

April 2006

Managing Executive Officer, Chief Financial Officer

June 2006

Director, Managing Executive Officer, Chief Financial
Officer

April 2007

Director, Managing Executive Officer, General Manager,
Business Process Innovation Dept., Chief Financial
Officer

April 2008

Director, Managing Executive Officer, Chief Financial
Officer

October 2008

Director, Managing Executive Officer, General Manager,
Risk Management Office, Chief Financial Officer

April 2009

Director, Managing Executive Officer, Chief Financial
Officer

October 2012

Director, Managing Executive Officer, Chief Financial
Officer, Nisshin Steel Holdings Co., Ltd.
Director, Managing Executive Officer, Chief Financial
Officer, Nisshin Steel Co., Ltd.

(December 27, 1950)
Number of Company Shares
Owned:
2,000 common shares
5

Tenure as Director:
2 years
Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2017:22/22 (100%)
Attendance at meetings of the
Audit & Supervisory Board
during the fiscal year ended
March 31, 2017:15/15 (100%)

Joined Nisshin Steel Co., Ltd.

April 2014

Director

June 2014

Senior Advisor

June 2015

AdvisorJune 2015

Audit & Supervisory Board Member of the Company(To present)

Reasons for nomination as candidate for External Director who is an Audit and Supervisory Committee
MemberMr. Yoshikazu Tsuda has an appreciable extent of knowledge about finance and accounting because of his
many years of management experience, and based on that, he has actively expressed opinions and given advice
at meetings of the Board of Directors and the Audit & Supervisory Board. For this reason, we propose hiselection as an External Director who is an Audit and Supervisory Committee Member.

Notes:
1. The three (3) candidates, Mr. Shin Kato, Mr. Toshihide Mizuno, and Mr. Yoshikazu Tsuda are
candidates for External Directors.
2. There are no special interests between the five (5) candidates—Mr. Masaki Akutagawa, Mr. Youji
Miyamoto, Mr. Shin Kato, Mr. Toshihide Mizuno, and Mr. Yoshikazu Tsuda —and the Company.
3. The three (3) candidates, Mr. Shin Kato, Mr. Toshihide Mizuno, and Mr. Yoshikazu Tsuda are notplanning to receive a large amount of money and other assets from the Company or a businesswith a specified relationship with the Company, nor have they received these in the past two
years.
4. The three (3) candidates, Mr. Shin Kato, Mr. Toshihide Mizuno, and Mr. Yoshikazu Tsuda are nota 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. Shin Kato is currently External Auditor of the Company, and at the close of this General
Meeting of Shareholders, he will have served four years as External Auditor of the Company.
Mr. Toshihide Mizuno is currently External Director of the Company, and at the close of this- 49 -

General Meeting of Shareholders, he will have served two years as External Director of theCompany.
Mr. Yoshikazu Tsuda is currently External Auditor of the Company, and at the close of this
General Meeting of Shareholders, he will have served two years as External Auditor of theCompany.
6. The Company has concluded agreements with Mr. Shin Kato, Mr. Toshihide Mizuno, and Mr.
Yoshikazu Tsuda 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. Masaki
Akutagawa and Mr. Youji Miyamoto if their election as External Directors is approved and they
assume the office.
7. The Company has notified the TSE, that Mr. Shin Kato, Mr. Toshihide Mizuno, and Mr.
Yoshikazu Tsuda are independent officers in accordance with its Securities Listing Regulations.
After their election is approved, they will continue to be notified as independent officers.

- 50 -

Proposal No. 6: Election of One (1) Substitute Director who is an Audit and Supervisory
Committee Member
If Proposal No. 3 “Partial Amendments to the Articles of Incorporation (2)” is approved andpassed as originally proposed, the Company will transition to a company with an Audit andSupervisory Committee.
In this connection, in preparation for cases where the number of Directors who are Audit andSupervisory Committee Members provided for in laws and regulations might fall short of thenecessary number, we request the election of one (1) substitute Director who is an Audit andSupervisory Committee Member.
This Proposal shall take effect on condition that amendments to the Articles of Incorporation in
Proposal No. 3 “Partial Amendments to the Articles of Incorporation (2)” become effective.
The candidate for substitute Director who is an Audit and Supervisory Committee Member is asfollows:
Name(Date of birth)
Candidate for External Director

Career Summary, Position, Assignment andPrincipal Concurrent Positions
April 1999

Registered as Lawyer, Kamo Law Office

April 2005

Attended at the Financial Services Agency (Public
officer with Fixed-term of office)November 2007

Atsumi & Sakai

Michiya Iwasaki(November 10, 1971)

December 2012
Kusunoki & Iwasaki (To present)
Number of Company Shares Owned:
0 common shares
Reasons for nomination as candidate for substitute Director who is an Audit and Supervisory Committee Member
Since Mr. Michiya Iwasaki is familiar with corporate laws in his capacity as attorney at law and has deep insight, wehave asked him to act as a substitute External Auditor. Also on this occasion to transition to a company with an Audit
and Supervisory Committee, we again propose his election as a substitute External Director who is an Audit andSupervisory Committee Member.

Notes:
1. Mr. Michiya Iwasaki is a candidate for substitute External Director who is an Audit andSupervisory Committee Member.
2. There are no special interests between Mr. Michiya Iwasaki and the Company.
3. Mr. Michiya Iwasaki is 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 has he received thesein the past two years.
4. Mr. Michiya Iwasaki is not a spouse or relative within the third degree of consanguinity or ofsimilar status of an executive or officer of the Company or a business with a specified relationshipwith the Company, or the like.

- 51 -

Proposal No. 7: Determination of Remuneration of Directors (excluding Directors who are
Audit and Supervisory Committee Members)
If Proposal No. 3 “Partial Amendments to the Articles of Incorporation (2)” is approved andpassed as originally proposed, the Company will transition to a company with an Audit andSupervisory Committee.
At the 143rd Ordinary General Meeting of Shareholders held on June 26, 2007, it was approvedthat total remuneration of the Company’s Directors shall be limited to up to 635,000,000 yen peryear, and this figure has remained the same to this date. With the transition to a company with an
Audit and Supervisory Committee, we have decided to abolish such limitation and to newly
provide for remuneration of Directors (excluding Directors who are Audit and Supervisory
Committee Members), and we propose to limit the total of their remuneration to up to560,000,000 yen per year (of which total remuneration of External Directors is limited to up to
60,000,000 yen per year) taking into consideration remuneration of Directors so far and various
factors including economic circumstances in recent years.
Such remuneration, as in the past, does not include the salary paid as the employee portion for the
Director who concurrently serves as an employee.
Currently, there are nine (9) Directors (of which, there are four (4) External Directors), and if
Proposal No. 3 and No. 4 are approved and passed as originally proposed, the number of Directors(excluding Directors who are Audit and Supervisory Committee Members) will be seven (7) (ofwhich there will be zero (0) External Directors).
This Proposal shall take effect on condition that amendments to the Articles of Incorporation in
Proposal No. 3 “Partial Amendments to the Articles of Incorporation (2)” become effective.

Proposal No. 8: Determination of Remuneration of Directors who are Audit and Supervisory
Committee Members
If the Proposal No. 3 “Partial Amendments to the Articles of Incorporation (2)” is approved andpassed as originally proposed, the Company will transition to a company with an Audit andSupervisory Committee.
In this connection, we propose that total remuneration of Directors who are Audit and Supervisory
Committee Members should be limited to up to 150,000,000 yen per year taking into
consideration various factors including economic circumstances in recent years.
The number of Directors who are Audit and Supervisory Committee Members will become five(5) if Proposal No. 3 and No. 5 are approved and passed as originally proposed.
This Proposal shall take effect on condition that amendments to the Articles of Incorporation in
Proposal No. 3 “Partial Amendments to the Articles of Incorporation (2)” become effective.

- 52 -

Proposal No. 9: Share Consolidation
1. Reasons for Share Consolidation
Japan’s securities exchanges aim to standardize the trading unit (number of shares in one unitof shares) for common shares of listed companies in Japan at 100 shares per unit by October 1,
2018, based on the “Action Plan for Consolidating Trading Units.”
As the Company is listed on the Tokyo Stock Exchange, it has determined to change thenumber of shares in one unit of common shares of the Company from one thousand (1,000)
shares to one hundred (100) shares, in accordance with the above.
Simultaneously, we propose to carry out the share consolidation (five shares will beconsolidated to one share) shown below with the aim of making an adjustment to the level ofthe trading unit (50,000 yen or more but less than 500,000 yen) that the securities exchanges
consider preferable.
The change in the number of shares in one unit of shares mentioned above shall take effect on
October 1, 2017 on condition that this Proposal is approved and passed as originally proposed.

2. Details of Share Consolidation(1) Type of shares and ratio for share consolidation
We propose that five common shares of the Company be consolidated to one commonshare.
After the share consolidation, the total number of issued shares will be 69,934,375.
If any fraction less than one (1) share arises as a result of the share consolidation, such
fractional shares will be disposed of together in accordance with the provisions of theCompanies Act, and proceeds from the disposal will be distributed to shareholders whoheld the fractional shares in proportion to the number of fractional shares.
(2) Effective date of share consolidation
October 1, 2017(3) Total number of authorized shares as of effective date
200,000,000 shares

3. Others
The Company requests that other matters required for procedures be left to the discretion of its
Board of Directors.

- 53 -

General Meeting of Class Shareholders of Common Shares

Proposal and References
These have the same content as that of Proposal No. 9 “Share Consolidation” stated on page 53 in
Ordinary General Meeting of Shareholders of Reference Documents for General Meeting of
Shareholders.

- 54 -