This document has been translated and extracted from the Japanese original for reference purpose
only. In the event of any discrepancy between this translated document and the Japanese original,
the original shall prevail. The Company assumes no responsibility for this translation or for direct,
indirect or any other forms of damages arising from the translation.
All time stated in this document is described in Japan Standard Time
Securities Code No. 7278
June 5, 2018

To Shareholders:
Hidehito Hisakawa
President and Representative Director

EXEDY Corporation
1-1-1 Kidamotomiya, Neyagawa-shi, Osaka

NOTICE OF CONVOCATION OF THE 68TH ANNUAL
SHAREHOLDERS MEETING
Dear Shareholder,Thank you for your continued interest in EXEDY Corporation (the "Company").
You are hereby notified that the 68th Annual Shareholders Meeting will be held as stated below.
You are respectfully requested to attend the Meeting.
In the event that you are unable to attend the Meeting, you may exercise your voting rights
in writing or via the Internet. In such case, after examining the Reference Documents for
Shareholders Meeting hereinafter, please duly exercise your voting rights by 5:00 p.m. on
June 25, 2018 (Monday).
Sincerely,
Details1.
2.

Date and Time
Place

3.

Meeting Agenda

10:00 a.m. June 26, 2018 (Tuesday)
EXEDY Hall, 2nd Floor, Main Building
EXEDY Corporation
1-1-1 Kidamotomiya, Neyagawa-shi, Osaka

Matters to be 1. Report on the Business Report, and the Consolidated and Non-consolidated
Reported
Financial Statements for the 68th Business Year (from April 1, 2017 to March 31,
2018)
2. Report on the Audit Results of the Consolidated Financial Statements for the 68th
Business Year by the Accounting Auditor and the Board of Corporate Auditors
Matters to be Resolved
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Eleven (11) Directors
Proposal No. 3: Determination of Remuneration for Granting Restricted Stock Compensation to
Directors-EndIf attending the meeting in person, please submit the enclosed Voting Rights Exercise Form to thereceptionist. Furthermore, to save valuable resources, please bring this “Notice of Convocation” with you
when attending the Shareholders Meeting.
Of all documents to be provided with this Notice of Convocation of the Annual Shareholders Meeting, theconsolidated statement of changes in equity, the notes to consolidated financial statements, the statement ofchanges in net assets, and the notes to financial statements are not included in the documents attached to thisconvocation notice, as they are noted on our website (http://www.exedy.com) according to provisions of therelevant laws and regulations, and Article 14 of the Articles of Incorporation of the Company.
In the event that any change is made in the Reference Documents for the Shareholders Meeting, the Business
Report, or the Consolidated and Non-consolidated Financial Statements, such changes will be notified on our
website (http://www.exedy.com).

[How to exercise your voting rights]
You may exercise voting rights in one of the following three ways.

Exercising voting rights
by attending theShareholders Meeting
Date of the Shareholders Meeting

Exercising voting rights
in writing
Voting rights expiration time

Exercising voting rights
via the Internet
Voting rights expiration time

Please submit the enclosed
Voting Rights Exercise Formto the receptionist on the dateof the Shareholders Meeting.
10:00 a.m. June 26, 2018 (Tuesday)

Please indicate your approval ordisapproval of the proposals in theenclosed Voting Rights Exercise
Form, and return the Form so that itreaches us by the voting rights
expiration time.

To be arrived by 5:00 p.m. June 25, 2018 (Monday)

Please enter your approval ordisapproval of the proposals at
the Voting Rights Exercise Site
(https://evote.tr.mufg.jp/) by thevoting rights expiration time.
5:00 p.m. June 25, 2018 (Monday)

For institutional investors
The Company participates in the electronic voting rights exercise platform
operated by ICJ.

[How to exercise your voting rights via the Internet]
Please refer to the following, access the Voting Rights Exercise Site of our shareholder
registry administrator via the Internet (https://evote.tr.mufg.jp/), use the "Login ID" and"Provisional Password" indicated in the Voting Rights Exercise Form, and enter your approvalor disapproval of the proposals, as displayed on the screen.
1. Voting Rights Exercise Site
(1) Our designated Voting Rights Exercise Site (https://evote.tr.mufg.jp/) is not available from
2 a.m. to 5 a.m. every day.
(2) You may not exercise your voting rights using a PC or a smartphone if, due to yourInternet usage conditions, you use a firewall and other similar means, anti-virus software,or proxy servers, etc. when connecting with the Internet.
2. Voting rights exercise methods(1) To prevent any third party other from accessing the site (impersonation), and to prevent
falsification of your exercised voting rights, you will be requested to change your
"Provisional Password" on the Voting Rights Exercise Site.
(2) Every time a Shareholders Meeting is convened, you will be notified of your new "Login
ID" and "Provisional Password."
3. Handling of voting rights exercised on multiple occasions(1) If you have exercised your voting rights both in writing and via the Internet, the contents ofthe voting rights you have exercised via the Internet will prevail.
(2) If you have exercised your voting rights on multiple occasions via the Internet, the contentsof the voting rights you have exercised on the last occasion will prevail.
4. Costs incurred for accessing the Voting Rights Exercise Site
You shall bear Internet connection fees and other costs incurred for accessing the Voting Rights
Exercise Site.
[For inquiries about the above system, please contact the following.]
Corporate Agency Division (Help Desk),
Mitsubishi UFJ Trust and Banking Corporation
Tel: 0120-173-027 (toll-free, available from 9:00 to 21:00)
EndReference Documents for the Shareholders Meeting
Proposal No. 1: Appropriation of Surplus
The Company will redistribute profits in an appropriate manner that meets shareholder
expectations, by taking into consideration capital demands, business results, payout ratio,etc. in a comprehensive manner.
In this regard, the surplus will be appropriated as follows.
1. Matters concerning the year-end dividend(1) Matters concerning and the total amount of the dividend property to be allotted toshareholders¥50 per share of the Company
Total of ¥2,408,230,600
Together with the interim dividend of ¥40 per share paid on November 20, 2017,
the annual dividend is ¥90 per share.
(2) Effective date of dividends from the surplus
June 27, 2018
2. Other matters concerning the appropriation of surplus(1) Items and amount of decreasing surplus
Retained earnings brought forward¥4,000,000,000(2) Items and amount of increasing surplus
General reserves¥4,000,000,000

Dividend History
DPS (Yen)(Yen)
328.66350
296.39

300
250

EPS *
Year‐end DividendInterim Dividend

250.17
EPS

197.96200

AnnualDividend

150
100

70

50

35
35

0
2014

2015

70

80

90 (Scheduled)

35
35

45

50 (Scheduled)

35

40

2016

2017

Fiscal Year
*EPS is calculated based on the JGAAP for FY2014 and FY2015 and International Financial Reporting Standards (IFRS)
for FY2016 and FY2017.

Proposal No. 2: Election of Eleven (11) Directors
All eleven (11) Directors will complete their terms of office at the close of this Shareholders
Meeting.
Consequently, the Company proposes the election of eleven (11) Directors, including three(3) Outside Directors.
The candidates for Directors are as follows:

1 Hidehito Hisakawa (January 24, 1955)
Number of shares of the Company held 16,800 shares

Re-appointed

 Career summary, position and duties at the Company (Importantconcurrent positions)
April 1978
Joined the Company
June 2006
Director of the Company in charge of overseas
businesses
April 2009
Executive General Manager, Sales Headquarters,of the Company
June 2009
Director and Executive Managing Officer of theCompany
April 2011
Director and Senior Executive Managing Officer of
the Company
April 2012
Representative Director of the Company
April 2015
Representative Director and President of theCompany to the present Reasons for candidacy for a director's position
Mr. Hidehito Hisakawa has long been engaged in corporate
management since he was appointed Director of the Company in June
2006, and has led the management as Representative Director andPresident since April 2015. The Company has thus continued to appoint
him as a candidate for a director's position because, with his abundant
experience and versatile perspective on corporate management, he isexpected to contribute to enhancing the corporate values of the entire
Group and to promoting proper management decisions.

2 Masayuki Matsuda (June 27, 1951)
Number of shares of the Company held 7,800 shares

Re-appointed

 Career summary, position and duties at the Company (Importantconcurrent positions)
April 1974
Joined the Company
June 2002
Director of the Company
June 2004
Executive General Manager, Sales
Headquarters, of the Company
June 2005
Managing Director of the Company
June 2009
Director and Executive Managing Officer of theCompany
April 2010
Director and Senior Executive Managing
Officer of the Company to the present
April 2012
Executive General Manager, Development
Headquarters, of the Company
April 2015
Representative Director of the Company to thepresent
Executive General Manager, Purchasing
Headquarters, of the Company to the present Reasons for candidacy for a director's position
Mr. Masayuki Matsuda has long been engaged in corporate
management since he was appointed Director of the Company in June
2002, and has performed a wide range of the Group operations as
Senior Executive Managing Officer of the Company since April 2010.
The Company has thus continued to appoint him as a candidate for a
director's position because he is expected to contribute to enhancing thecorporate values of the entire Group and to promoting proper
management decisions.

3 Shogo Okamura (September 16, 1956)
Number of shares of the Company held 5,300 shares

Re-appointed

 Career summary, position and duties at the Company (Importantconcurrent positions)
March 1982
Joined the Company
July 2002
Branch Manager of Tokyo Sales Office
June 2005
Director of the Company
September 2006 Representative EXEDY ASEAN Regional
OfficeApril 2010
Executive Managing Officer of the Company
April 2015
Senior Executive Managing Officer of theCompany to the present
Executive General Manager, Sales
Headquarters, of the Company to the present
June 2015
Director of the Company to the present Reasons for candidacy for a director's position
Mr. Shogo Okamura has long worked overseas as an expatriate andaccumulated experience and achievements in ASEAN- and India-related
business operations, etc. , and has been broadly engaged inmanagement of the Group business since he was appointed Director
and Senior Executive Managing Officer since June 2015. The Company
has thus continued to appoint him as a candidate for a director's position
because he is expected to contribute to enhancing the corporate valuesof the entire Group and to promoting proper management decisions.

4 Hiroshi Toyohara (August 19, 1962)
Number of shares of the Company held 2,300 shares

Re-appointed

 Career summary, position and duties at the Company (Importantconcurrent positions)January 1995 Joined the Company
April 2010
Executive Officer of the Company
April 2011
Executive General Manager, Financial Planning
Headquarters, of the Company
June 2012
Director of the Company to the present
April 2013
Senior Executive Officer of the Company
Executive General Manager, Administrative
Headquarters, of the Company to the present
April 2016
Executive Managing Officer of the Company to thepresent
 Reasons for candidacy for a director's position
Mr. Hiroshi Toyohara has abundant experience and achievements ingeneral administrative operations, as head of the financial and planningdepartments, etc., and has been broadly engaged in the execution of
the Group business since his appointment as Director in June 2012. The
Company has thus continued to appoint him as a candidate for a
director's position because he is expected to contribute to enhancing thecorporate values of the entire Group and to promoting proper
management decisions.

5 Kenji Matsuda (October 23, 1962)
Number of shares of the Company held 1,600 shares

Re-appointed

 Career summary, position and duties at the Company (Importantconcurrent positions)
April 1993
Joined the Company
April 2010
Executive Officer of the Company
April 2012
Executive General Manager, Production
Management Headquarters, of the Company
April 2013
Senior Executive Officer of the Company
April 2016
Executive General Manager, M&T Manufacturing
Headquarters, of the Company
Executive Managing Officer of the Company tothe present
April 2017
Executive General Manager, MT Manufacturing
Headquarters, of the Company to the present
June 2017
Director of the Company to the present Reasons for candidacy for a director’s position
Mr. Kenji Matsuda has abundant experience and achievements in
manufacturing/production management operations, and has beenbroadly engaged in the execution of the Group business since his
appointment as a Director and Executive Managing Officer in June
2017. The Company has thus continued to appoint him as a candidate
for a director's position because he is expected to contribute toenhancing the corporate values of the entire Group and to promoting
proper management decisions.

6 Tadashi Nakahara (October 8, 1962)
Number of shares of the Company held 2,200 shares

Re-appointed

 Career summary, position and duties at the Company (Importantconcurrent positions)
March 1981
Joined the Company
April 2009
Executive General Manager, M&T Business
Headquarters, of the Company
June 2009
Executive Officer of the Company
April 2010
Executive General Manager, M&T Manufacturing
Headquarters, of the Company
June 2012
Director of the Company to the present
April 2014
Executive General Manager, AT Manufacturing
Headquarters, of the Company to the present
April 2016
Senior Executive Officer of the Company to thepresent
 Reasons for candidacy for a director's position
Mr. Tadashi Nakahara has abundant experience and achievements inthe manufacturing field in general, and has been broadly engaged in theexecution of the Group business since his appointment as Director in
June 2012. The Company has thus continued to appoint him as a
candidate for a director's position because he is expected to contributeto enhancing the corporate values of the entire Group and to promoting
proper management decisions.

7 Shinji Fujimoto (June 5, 1962)
Number of shares of the Company held 1,400 shares

Newly
appointed
Newly
appointed

 Career summary, position and duties at the Company (Importantconcurrent positions)
March 1985
Joined the Company
April 2007
Deputy Executive General Manager, Engineering& Development Headquarters, of the Company
April 2012
Executive Officer of the Company
April 2015
Executive General Manager, Development
Headquarters, of the Company to the present
April 2016
Senior Executive Officer of the Company to thepresent
 Reasons for candidacy for a director's position
Mr. Shinji Fujimoto has abundant experience and achievements in thedevelopment field in general, and has been broadly engaged in theexecution of the Group business since his appointment as Senior
Executive Officer in April 2016. The Company has thus newly appointed
him as a candidate for a director’s position because he is expected tocontribute to enhancing the corporate values of the entire Group and topromoting proper management decisions.

8 Makoto Mitsuya (December 13, 1958)
Number of shares of the Company held 2,000 shares Career summary, position and duties at the Company (Importantconcurrent positions)
April 1981
Joined AISIN SEIKI CO., LTD.
June 2005
Managing Officer of AISIN SEIKI CO., LTD.
June 2009
Senior Managing Director of AISIN SEIKI CO.,LTD.
June 2012
Director and Senior Managing Officer of AISINSEIKI CO., LTD.
June 2013
Representative Director and Executive Vice
President of AISIN SEIKI CO., LTD. to the present
June 2017
Director of the Company to the present

Re-appointed
Outside Reasons for candidacy for an outside director’s position
Mr. Makoto Mitsuya has long been engaged in management of AISINSEIKI CO., LTD. and accumulated abundant expertise as a corporate
manager in the automotive component industry. The Company has thus
continued to appoint him as a candidate for an outside director’s
position because he is expected to provide the Company with additional
management reinforcement and enhancement of supervisory functions
by the Board of Directors.

9 Koji Akita (February 17, 1962)
Number of shares of the Company held 3,474 shares

Re-appointed

 Career summary, position and duties at the Company (Importantconcurrent positions)
March 1985
Joined the Company
June 2006
Director of the Company
June 2009
Senior Executive Officer of the Company
April 2011
Director and Executive Managing Officer of
DYNAX Corporation
April 2013
Director and Senior Executive Managing Officer of
DYNAX Corporation
April 2015
Representative Director and President of DYNAXCorporation to the present
June 2015
Director of the Company to the present Reasons for candidacy for a director's position
Mr. Koji Akita has been broadly engaged in the execution of the Groupbusiness as the representative director and president of DYNAXCorporation, the largest subsidiary in the Group, since April 2015, andas a director of the Company since June 2015.
The Company has thus continued to appoint him as a candidate for a
director's position because he is expected to contribute to enhancing thecorporate values of the entire Group and to promoting proper
management decisions.

10 Ichizo Yoshikawa (May 20, 1946)
Number of shares of the Company held 1,800 shares

Re-appointed
OutsideIndependent Career summary, position and duties at the Company (Importantconcurrent positions)
April 1970
Joined Suminoe Textile Co., Ltd.
August 1997 Director of Suminoe Textile Co., Ltd.
August 2005 Representative Director and President of Suminoe
Textile Co., Ltd.
May 2016
Outside Director of KINTETSU Department Store
Co., Ltd. to the present
June 2016
Representative Director and Chairman of
Suminoe Textile Co., Ltd.
Director of the Company to the present
July 2016
Representative Director and Chairman andPresident of Suminoe Textile Co., Ltd. to thepresent
 Reasons for candidacy for an outside director’s position
Mr. Ichizo Yoshikawa has long accumulated abundant expertise as amanager of a listed company, by fulfilling corporate management
responsibilities as a representative director of Suminoe Textile Co., Ltd.
The Company has thus continued to appoint him as a candidate for an
outside director’s position because he is expected to provide theCompany with additional management reinforcement and enhancement ofsupervisory functions by the Board of Directors.

11 Toshiki Takano (August 31, 1954)
Number of shares of the Company held 2,000 shares Career summary, position and duties at the Company (Importantconcurrent positions)January 1984 Joined ROHM Co., Ltd.
June 2010
Director of ROHM Co., Ltd.
June 2015
Retired from the post of director of ROHM Co.,Ltd.
June 2017
Director of the Company to the present

Re-appointed
OutsideIndependent Reasons for candidacy for an outside director’s position
Mr. Toshiki Takano has long accumulated abundant expertise as acorporate manager, by fulfilling his responsibilities as a director of ROHM
Co., Ltd. The Company has thus continued to appoint him as a candidate
for an outside director’s position because he is expected to provide theCompany with additional management reinforcement and enhancement ofsupervisory functions by the Board of Directors.

(Notes)1.

Mr. Makoto Mitsuya is a Representative Director and Executive Vice President of AISIN SEIKI CO., LTD., which
has business transactions, including product sales and purchases, with the Company; however, the transaction
value remains less than 0.4% of our consolidated revenue. The other candidates have no special vested interest
with the Company.

2.

Mr. Makoto Mitsuya, Mr. Ichizo Yoshikawa, and Mr. Toshiki Takano are candidates for Outside Directors.

3.

Mr. Ichizo Yoshikawa's term of office, as an Outside Director, will be two (2) years at the conclusion of thisShareholders Meeting.

4.

Mr. Makoto Mitsuya, and Mr. Toshiki Takano 's term of office, as an Outside Director, will be one (1) year at theconclusion of this Shareholders Meeting.

5.

AISIN SEIKI CO., LTD., of which Mr. Makoto Mitsuya is the Representative Director and Executive Vice President,
paid a fine of US$35.8 million to the United States government in February 2015 for violations of the U.S. Antitrust
Law in connection with part of the sales of Variable Valve Timing (“VVT”) devices, an automotive engine
component.

6.

Suminoe Textile Co., Ltd., of which Mr. Ichizo Yoshikawa is a Representative Director, made a correction to thefinancial results for the preceding year in October 2016 due to a certain inappropriate accounting problem that took
place in its local subsidiary in the U.S.

7.

The Company has entered into a contract with Mr. Makoto Mitsuya, Mr. Ichizo Yoshikawa, and Mr. Toshiki Takano
pursuant to the provision of the Company’s Articles of Incorporation to limit their liabilities to the Company. In theevent that this proposal is approved in its original form and that they are reappointed, the Company shall continue
such contracts with them respectively.
An outline of the contents of the liability limitation contracts is as follows.

8.

(1)

If an Outside Director is liable to the Company for damages, the amount of such damages shall be limited tothe minimum liability amount prescribed in Article 425 of the Companies Act;(2)

The foregoing limitation shall be limited to cases where an Outside Director is without knowledge of the act
that gives rise to damages and is not grossly negligent in performing his or her duties.

Mr. Ichizo Yoshikawa and Mr. Toshiki Takano are Independent Officers stipulated by the Tokyo Stock Exchange.

Proposal No. 3 Determination of Remuneration for Granting Restricted
Stock Compensation to Directors
1. Purpose and reason for changing stock-based compensation for directors
Each director’s remuneration to be paid by the Company is composed of a “Basic
Salary,” “Bonuses,” and “Stock-based Compensation”; The total amount of “Basic
Salary” and “Bonuses” for all directors were approved at an amount not exceeding 300
million yen per year at the 56th Annual Shareholders Meeting held on June 27, 2006
(excluding, however, the employee salary portion for a director who serves concurrently
as an employee). As for “Stock-based compensation,” a trust-held stock compensation
plan was approved at the 64th Annual Shareholders Meeting held on June 24, 2014
(hereafter referred to as, “Current Plan”).
In order to enable directors and shareholders to share common values, andremuneration to function as an incentive to sustainable improvement of mid-to-long-term
corporate performance and shareholder value, we would like to review “Stock-based
Compensation” and replace Current Plan with the “Restricted Stock Compensation Plan
(hereafter referred to as “New Plan”).
Now, we would like to request that shareholders approve the monetary compensation to
be paid for granting the restricted stocks.
Provided that this proposal is approved by a resolution, the Current Plan will cease to
be used.
2. Overview of the New Plan
Directors eligible for the New Plan are directors excluding outside directors and parttime directors (hereafter referred to as “Eligible Directors”).
Eligible Directors shall pay the entire monetary compensation claims derived from this
Proposal in the form of assets contributed in kind and shall, in return, receive issuanceor disposal of the Company’s common shares.
The total amount of monetary compensation to be paid for granting the restricted stocks
to Eligible Directors according to this Proposal shall be 200 million yen or less per year,
the amount deemed reasonable in the light of the aforementioned objective. Specificamount to be paid to each Eligible Director shall be determined at the Board of
Directors.
The total number of the Company’s common shares to be issued to or disposed of for
directors according to this Proposal shall not exceed 50,000 shares per year (however,in the event of share splitting (including gratis allocation of the Company’s commonshares) or share consolidation of the Company’s common shares occurring on or after
the date of approval for this Proposal, or when other adjustments are necessary for the
total number of the Company’s common shares to be issued or disposed of as restricted
stock, adjustments will be reasonably made to the total number of shares).
The amount paid in per share according to this Proposal shall be the amountdetermined by the Board of Directors within the scope of an amount that is notparticularly advantageous to an Eligible Director, based on the closing price of theCompany’s common shares on the Tokyo Stock Exchange on the business day prior to
the day of the relevant resolution at the Board of Directors determining subscription
requirements (if no trading is reported on the day, it shall be the closing price on theimmediately preceding day).
When issuing or disposing of the Company’s common shares according to this
Proposal, the Company shall conclude a restricted stock allocation agreement(hereafter referred to as, “Allocation Agreement”) that includes the following provisions,with each Eligible Director.
When Proposal No. 2 is approved by a resolution as presented here, the Company will
have eleven (11) directors (including three outside directors and one part-time director);and there will be seven (7) Eligible Directors.
3. Overview of the Allocation Agreement(1) Transfer restriction period
During a period specified by the Board of Directors; minimum 10 years andmaximum 30 years that starts from the date on which an Eligible Director receives
an allocation according to the Allocation Agreement (hereafter referred to as“Transfer Restriction Period”), he/she shall neither transfer, create a security
interest on, nor otherwise dispose of, the Company’s common shares allocatedaccording to the Allocation Agreement (hereafter referred to as “Allocated Shares”)(hereafter referred to as “Transfer Restriction”).
(2) Requirement for lifting the Transfer Restriction
Irrespective of the provision of (1) above, the Company shall lift the Transfer
Restriction on all of the Allocated Shares at the expiry of the Transfer Restriction
Period on the condition that the Eligible Director was in the position of director or
executive officer continuously during the Transfer Restriction Period. If the Eligible
Director loses the position of director or executive officer prior to the expiry of theTransfer Restriction Period through reasons recognized as legitimate by the Boardof Directors, then the Company shall be able to lift all or part of the Transfer
Restriction on the Allocated Shares. The number of Allocated Shares for which therestriction should be lifted and the timing of the lifting shall be reasonably adjusted,
as required.
(3) Cases of acquiring shares free of charge
1) If, prior to the expiry of the Transfer Restriction Period, an Eligible Director loses
his/her position of director or executive officer, the Company shall, as a matter ofcourse, acquire the Allocated Shares free of charge, with the exception of cases
which have a reason to be recognized as legitimate by the Board of Directors.
2) The Company shall, as a matter of course, acquire the Allocated Shares for which
the Transfer Restrictions are not lifted according to the provisions of (2) above, asof the expiry of the Transfer Restriction Period, free of charge.

(4) Management of shares
The Allocated Shares are to be managed in a dedicated account opened in adomestic securities firm, or in such means as deemed appropriate by the Company,in order to ensure that the Eligible Directors neither transfer, create a security
interest on, nor otherwise dispose of, the shares during the Transfer Restriction
Period.
(5) Treatment of Allocated Shares upon reorganization, etc. of the Company
1) If, during the Transfer Restriction Period, a merger agreement in which theCompany becomes a non-surviving company, a share exchange agreement or ashare transfer plan under which the Company becomes a wholly-owned subsidiaryof another company, or any other matters related to reorganization, etc., areresolved at a General Meeting of Shareholders (or by the Board of Directors, if theapproval of the General Meeting of Shareholders is not required), then the
Company will lift the Transfer Restrictions for the Allocated Shares the number ofwhich will be reasonably determined by resolution of the Board of Directors, basedon the period from the first day of the Transfer Restriction Period to the date of
approval for the reorganization, etc., prior to the effective date of thereorganization.
2) In the cases prescribed in “1)” above, the Company shall, as a matter of course,
acquire, free of charge, the Allocated Shares for which the Transfer Restrictions
are still effective immediately after the Restrictions are lifted as provided for in “1)”above.
(6) Declaration of intention, etc. for Allocation Agreement
The Allocation Agreement includes the declaration of intention and methods ofnotification concerning the Allocation Agreement, and methods of revision for the
Allocation Agreement, and other matters determined by the Board of Directors.
(For your information)
The Company also plans to grant restricted stock similar to that described above to
executive officers of the Company.
Nothing below this line