This document has been translated and summarized from Japanese original for reference purposes 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.

Securities Code: 3673
March 6, 2019

To Our Shareholders
4-13-14 Higashi-Shinagawa, Shinagawa-ku,

Broadleaf Co., Ltd.
Kenji Oyama, Representative Director and President

NOTICE OF THE 10TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 10th Annual General Meeting of Shareholders (the “Meeting”) of Broadleaf Co., Ltd. (the “Company”).
The Meeting will be held for the purposes as described below.
If you are unable to attend the Meeting, you can exercise your voting rights in writing (by mail) or by electromagnetic means (Internet, etc.).
Please review the accompanying Reference Documents for the General Meeting of Shareholders before exercising your voting rights.
1.
2.

Date and Time:
Place

Thursday, March 28, 2019 at 10:00 a m. Japan time
Green Wind, TKP Garden City Shinagawa
3-13-3 Takanawa, Minato-ku, Tokyo(First floor of SHINAGAWA GOOS)
Since the Meeting will be held in a different venue from last year, please be sure to come to the rightplace by referring to the “Map to the Place of Annual General Meeting of Shareholders” at the end of
this notice.

3.

Meeting Agenda:
Matters to bereported:

Matters to beresolved:
Proposal No. 1:
Proposal No. 2:
Proposal No. 3:
Proposal No. 4:
Proposal No. 5:

1. The Business Report and the Consolidated Financial Statements for the 10th Fiscal Year(from January 1, 2018 to December 31, 2018) and Audit Results of the Consolidated Financial
Statements by the Accounting Auditor and the Board of Corporate Auditors
2. The Non-Consolidated Financial Statements for the 10th Fiscal Year (from January 1, 2018
to December 31, 2018)

Appropriation of Surplus
Partial changes to the Articles of Incorporation
Election of Five (5) Directors
Election of Two (2) Substitute Corporate Auditors
Decision on remuneration for the allocation of shares with transfer restrictions to Directors－

1 －4. Guide to Exercising Voting Rights(1) If you exercise your voting rights in writing (by mail)Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it so that it is received
by 5:30 p.m. on Wednesday, March 27, 2019.
(2) If you exercise your voting rights by electromagnetic means (Internet, etc.)
Please visit the Company’s designated voting website (https://soukai.mizuho-tb.co.jp/) and, after confirming the “Instructions for Voting
via the Internet” on Section 4, vote for or against the proposals by 5:30 p.m. on Wednesday, March 27, 2019, in accordance with the
instructions on the screen.
In addition, the electronic platform for exercising voting rights operated by Investor Communications Japan Inc. (ICJ, Inc.) is available
to institutional investors.
(3) Treatment of multiple exercise:If you exercise your voting rights both in writing (by mail) and online, regardless of the date your Voting Rights Exercise Form isreceived, only the voting rights you exercise online will be counted.
If you exercise your voting rights more than once online, only the voting rights you exercise last will be counted.
◎If you plan to attend, please present the enclosed Voting Rights Exercise Form at the reception desk upon your arrival.
For the purpose of saving resources, we will refrain from distributing related materials. So please be sure to bring this notice with you.
◎Any changes in the Business Report, consolidated financial statements, non-consolidated financial statements, or Reference Documents
for the General Meeting of Shareholders will be reported on the Company's website (https://www.broadleaf.co.jp/ir/stock/meeting/).
◎Reception will begin at 9:00 a.m. Japan time
◎Since the Meeting will be held in a different location from last year, please be sure to come to the right place.
◎No gifts will be provided to shareholders who attend the Meeting. We appreciate your kind understanding.

－2 －Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Appropriation of Surplus
We position the return of profit to our shareholders as an important management issue. Our basic policy is to continue to pay stable dividends,
while securing the retained earnings necessary to expand our future business and strengthen our management structure.
The Company plans to pay a year-end dividend for the consolidated fiscal year under review of 6.50 yen per share of common stock. (Thisbrings our annual dividend to 12.00 yen per share when combined with the interim dividend that has already been paid.)
1. Type of dividend property
Cash
2. Matters concerning the allocation and total amount of dividend property
6.50 yen per share of common stock of the Company, or 591,718,816 yen in total
3. Effective date of dividends from surplus
March 29, 2019
[Reference]
10th Fiscal Year:

6th Fiscal Year
(FY2014)

7th Fiscal Year
(FY2015)

8th Fiscal Year
(FY2016)

9th Fiscal Year
(FY2017)

Consolidated Fiscal Year Under
Review(Projection) (FY2018)

11th Fiscal Year
(Forecast)(FY2019)

Annualdividend per
share(Note)

20 yen(5)25 yen(6.25)

30 yen(10.625)

22 yen(11)

12 yen13 yenDividend
payout ratio

―

―

53.8%

50.4%

39.5%

40.5%

(Notes) 1. The Company split its common stock 2 for 1 effective from December 17, 2016. The Company has also conducted a 2-for-1 common stock split effective April 1,2018 and takes this stock split into account for dividends in the 10th fiscal year. In parentheses for the fiscal year in or before the 9th fiscal year, the amount ofdividend per share on the assumption that the stock split was conducted at the beginning of the 6th fiscal year is stated.
2. The Company prepares the consolidated financial statements in accordance with IFRS from the previous consolidated fiscal year (9th fiscal year) and calculates thedividend payout ratio in conformity with IFRS. For your reference, the Company also states the dividend payout ratio in the 8th fiscal year based on IFRS.

－

3 －Proposal No. 2: Partial changes to the Articles of Incorporation
1. Reason for proposal
The Group will pursue the strategy of expanding its business domain from the sale of systems for the automotive market in Japan, and it
will aim to evolve into a company that creates innovative businesses through the adoption of advanced technologies. With this in mind,
the Company has decided to include additional business objectives in the current Article 2 (Purpose) to respond to the diversification of
the main businesses.
2. Details of changes
Details of the changes are as follows.
(The changes are underlined.)
Current Articles of Incorporation

Proposed changes

Chapter 1: General

Chapter 1: General

Article 2 (Purpose)

Article 2 (Purpose)

The Company aims to conduct the following businesses.

(Remains unchanged)(1) - (14) (Provisions omitted)(1) - (14) (Remains unchanged)(Newly included)(15) Electronic transactions via the internet and other means, andthe planning, production, sale and provision of relevant
products and services.

(Newly included)(16) Planning, design, development, operations, management andprovision of platforms, applications, many types of tokens
and electronic certification devices through the use ofadvanced technologies including blockchain and AI.

（15）(Provisions omitted)

（17）

－

4 －

(Remains unchanged)

Proposal No. 3: Election of Five (5) Directors
The term of office of all the five (5) directors will expire at the close of this general meeting of shareholders. Accordingly, we propose theelection of five (5) directors.
The candidates for directors are as follows:
Attendance atmeetings ofthe Board of
Directors

Candidate No.

Name

Current positions and responsibilities in
the Company

1

Kenji Oyama

2

Kenichi Yamanaka

3

Morio Kizawa

Director

Reappointment

External

13/13 (100%)

4

Kiichiro Watanabe

Director

Reappointment

External

13/13 (100%)

5Shigeru Ikeda

Director

Reappointment

External

13/13 (100%)

Representative Director
and President

Director and Executive
Vice President－

Reappointment

13/13 (100%)

Reappointment

13/13 (100%)

5 －Candid
ate No.

Brief personal history, positions andresponsibilities in the Company andimportant concurrent positions in othercompanies

Name(Date ofbirth)

April 1987

Joined Being Co., Ltd.

April 1989

Director of Being Co., Ltd.

December 1996

Being Investments Corp.

Number of theCompany's
shares held

President CEO
Kenji Oyama(September 10, 1968)
Attendance at meetings of theBoard of Directors
13/13 (100%)

1

July 2000

Director and Vice President of Being Co., Ltd.

July 2002

Executive Officer, General Manager of Marketing
Department and Sales Department of Being Co.,886,200 shares

Ltd.
October 2005

Consultant to ITX Corporation

January 2006

Director and Executive Vice President of theCompany

June 2006

Representative Director and President of theCompany (present)

January 2015

Visiting Professor at the Graduate School of Project
Design (present)

Mr. Kenji Oyama has a great deal of experience and achievements as well as strong
Reasons for nomination as
candidate for Director

leadership with respect to corporate management. The Company has nominated him again
as a candidate for Director, based on the judgment that he is the right person in terms ofdetermining the execution of important duties and supervising the execution of
responsibilities by Directors and Executive Officers.

April 1992

Joined Mitsubishi Electric Engineering Co., Ltd.

January 1996

Joined Being Co., Ltd.

April 2000

Executive Officer of Being Co., Ltd.

May 2005

Assistant Manager of Business Promotion Office ofBeing Co., Ltd.

Kenichi Yamanaka(October 10, 1968)
Attendance at meetings of theBoard of Directors
13/13 (100%)

November 2005

Executive Officer of JIMOS Co., Ltd.

October 2010

Executive Officer and General Manager of
Administration Division of the Company

January 2011

7,400 shares

Executive Officer, General Manager of
Administration Division and General Manager of2

Corporate Management Group of the Company
March 2012

Director, Executive Officer and General Manager of
Administration Division of the Company

January 2014

Director and Executive Vice President of theCompany (present)

Mr. Kenichi Yamanaka has been supervising the administrative and business management
Reasons for nomination as
candidate for Director

sectors since he assumed the position of Executive Officer at the Company. In light of his
career, the Company considers that he is the right person in terms of facilitating smoothorganizational management on a Group-wide basis, and has therefore nominated him again
as a candidate for Director.

－

6 －Candid
ate No.

Brief personal history, positions andresponsibilities in the Company andimportant concurrent positions in othercompanies

Name(Date ofbirth)

April 1970

Number of theCompany's
shares held

Joined Nippon Univac Ltd. (now Nihon Unisys,
Ltd.)

Morio Kizawa(April 8, 1944)
Candidate for External
Director
Attendance at meetings of theBoard of Directors
13/13 (100％)

March 1985

Joined Citizen Watch Co., Ltd.

September 1985

Citizen Europe Ltd.
President and Managing Director

February 1992

Representative Director and President of Mentor
Graphics Japan Co. Ltd.

February 1999

10,000 shares

Representative Director and President of Conexant
Systems Japan Co., Ltd. (now Conexant Systems
Co., Ltd.)

February 2006

Representative Director and President of Autodesk,
Inc.

March 20123

Advisor to Autodesk, Inc.
External Director of the Company (present)

Mr. Morio Kizawa has served as Representative Director at Autodesk, Inc. and othercompanies and played an active role as the manager of an IT company and a global
Reasons for nomination as
candidate for External
Directorcompany that engage in software development and sales, etc. He has specialist knowledge
and extensive experience in the industries related to the Company’s business.
The Company nominated Mr. Morio Kizawa as a candidate for External Director because,by leveraging his knowledge and experience, it can expect to obtain advice from various
perspectives on the general management of the Company.
The Company considers Mr. Morio Kizawa to be a candidate for independent director

Matters relating to
independence

because, given his objective and neutral standpoint that is independent from the Company,
he is unlikely to have conflicts of interest with general shareholders, and satisfies therequirements for independent officers as specified by the Tokyo Stock Exchange.

－

7 －Candid
ate No.

Name(Date ofbirth)

Brief personal history, positions andresponsibilities in the Company and importantconcurrent positions in other companies
April 1981

Joined Oriental Land Co., Ltd.

April 1991

Joined Nissan Motor Co., Ltd.

December 1995

Joined Nippon Telegraph and Telephone Corporation

Number of theCompany's
shares held

Section Manager in charge of Multimedia Business
Development Department
October 2003

Assistant General Manager of Content Business Strategy

Kiichiro Watanabe(January 23, 1959)
Candidate for External
Director
Attendance at meetings of theBoard of Directors
13/13 (100％)

Joined Tomy Co., Ltd.
Division of Tomy Co., Ltd.

January 2006

Representative Director and Executive Vice President of
T2i Entertainment Co., Ltd. (now T-FIELDTEC

7,400 sharesCompany, Ltd.)
November 2008

Director and Managing Executive Officer of Media
Kobo, Inc.

4

May 2012

Representative Director of DELTA FORCE, Inc.

March 2014

Corporate Auditor of (THE) ONE of THEM, Inc.

March 2014

External Director of the Company (present)

March 2016

Director of (THE) ONE of THEM, Inc. (present)

February 2017

Representative Director of DYD, Inc.

Mr. Kiichiro Watanabe has experience of using unique marketing techniques to lead many
projects to success at business companies such as The Oriental Land Co., Ltd. and has
Reasons for nomination as
candidate for External
Directorserved as an executive of listed IT companies. He has specialist knowledge and extensive
experience in creating new businesses.
The Company nominated Mr. Kiichiro Watanabe as a candidate for External Director
because, by leveraging his knowledge and experience, it can expect to obtain advice fromvarious perspectives, especially in the area of marketing.
The Company considers Mr. Kiichiro Watanabe to be a candidate for independent director

Matters relating to
independence

because, given his objective and neutral standpoint that is independent from the Company,
he is unlikely to have conflicts of interest with general shareholders, and satisfies therequirements for independent officers as specified by the Tokyo Stock Exchange.

－

8 －Candid
ate No.

Name(Date ofbirth)

Brief personal history, positions andresponsibilities in the Company and importantconcurrent positions in other companies
April 1964

Number of theCompany's
shares held

Joined Nippon Telegraph and Telephone Public
Corporation (now Nippon Telegraph and Telephone
Corporation or NTT)

July 1985

Manager of Niigata Branch of NTT

June 1992

Director and General Manager of Personnel Department ofNTT

June 1997

Managing Director and General Manager of Multimedia
Promotion Division of NTT

Shigeru Ikeda(March 4, 1941)
Candidate for External
Director
Attendance at meetingsof the Board of Directors
13/13 (100％)

April 1999

Representative Director and President of NTT-ME
Corporation

July 2002

Managing Director of Communications and Information
Network Association of Japan

April 2007

9,700 shares

External Director of Sky Perfect JSAT Corporation (nowSky Perfect JSAT Holdings Inc.)

April 2007

External Director of Media Cruise Solutions, K.K. (nowBroad Earth Incorporated)

5

June 2007

Consultant to ACCESS Co., Ltd. (present)

April 2008

Visiting Professor at the Graduate Institute for
Entrepreneurial Studies (present)

April 2009

Visiting Professor at Tama Graduate School of Business

September 2015

Director of the Social Development Research Center(present)

March 2016

External Director of the Company (present)

Mr. Shigeru Ikeda has served as Director at NTT and its affiliated company and has experienceof being involved in management in the telecommunications industry since the spread of IT and
the Internet. He has specialist knowledge and extensive experience of corporate management.
Reasons for nomination as
He has also taught at Tama Graduate School of Business and other institutes and has widecandidate for Externalreaching knowledge of other areas including IT and information sociology.
Director
The Company nominated Mr. Shigeru Ikeda as a candidate for External Director because, byleveraging his knowledge and experience, it can expect to obtain advice on the generalmanagement of the Company in terms of both practical business and scientific technology.
Matters relating to
independence

The Company considers Mr. Shigeru Ikeda to be a candidate for independent director because,
given his objective and neutral standpoint that is independent from the Company, he is unlikely
to have conflicts of interest with general shareholders, and satisfies the requirements forindependent officers as specified by the Tokyo Stock Exchange.

Notes 1. There are no special interests between any candidate for director and the Company.
2. The candidates Morio Kizawa, Kiichiro Watanabe and Shigeru Ikeda are nominated as External Directors.
3. The candidate Morio Kizawa is currently serving as External Director of the Company, and his tenure as External Director will be seven (7) years at the close of thisAnnual Shareholders’ Meeting.
4. The candidate Kiichiro Watanabe is currently serving as External Director of the Company, and his tenure as External Director will be five (5) years at the close of thisAnnual Shareholders’ Meeting.
5. The candidate Shigeru Ikeda is currently serving as External Director of the Company, and his tenure as External Director will be three (3) years at the close of thisAnnual Shareholders’ Meeting.
6. The Company has notified the Tokyo Stock Exchange (TSE) of Morio Kizawa, Kiichiro Watanabe and Shigeru Ikeda as Independent Officers. If the reappointment ofthese candidates is approved, the Company plans to make them Independent Officers continuously.
7. The Company has entered into a liability limitation agreement with each of its External Directors pursuant to Article 427, Paragraph 1 of the Companies Act, limiting
their liability for damages as provided for under Article 423, Paragraph 1 of the Companies Act. If the reappointment of Morio Kizawa, Kiichiro Watanabe and Shigeru
Ikeda, who are the candidates for External Directors, is approved, the Company will extend the term of the agreements.
The limitation of liability for damages under these agreements is the amount specified by laws and regulations, and such limitation of liability is approved only if theapplicable External Director has executed his or her duties in good faith without committing gross negligence.

－

9 －Proposal No. 4: Election of Two (2) Substitute Corporate Auditors
The Company wishes to elect two (2) Substitute Corporate Auditors in advance in case there is a shortfall in the number of Corporate Auditors
specified by laws and regulations.
The candidates for Substitute Corporate Auditors are as follows. Candidate Kenji Hirasawa is nominated to fill any vacancy for a Corporate
Auditor who is not an External Corporate Auditor, and candidate Yusuke Asakura is nominated to fill any vacancy for an External Corporate
Auditor.
The Board of Corporate Auditors has approved this proposal in advance.
Candidate No.

Brief personal history, positions andresponsibilities in the Company and importantconcurrent positions in other companies

Name (Dateof birth)
April 1975

Number of theCompany's
shares held

Joined Daido Mutual Life Insurance Company (nowDaido Life Insurance Company)

April 1998

General Manager of Nonlife Insurance Business
Development Department of Daido Life Insurance
Company

April 1999

1

Kenji Hirasawa

General Manager of Real Estate Department of Daido
Life Insurance Company

April 2005

(February 6, 1952)

General Manager of Business Audit Department of
Daido Life Insurance Company

June 2010

Director of T & D Confirm, Ltd.

June 2012

Corporate Auditor of T & D Information Systems,

0 shares

Ltd.
April 2015

Manager of Internal Audit Office of the Company(present)

March 2016

Substitute Corporate Auditors of the Company(present)

September 2007

Passed the bar examination

December 2008

Registered as attorney-at-law

December 2008

Joined Bingham McCutchen Murase, Sakai Mimura
Aizawa-Foreign Law Joint Enterprise

Yusuke Asakura(August 19, 1982)

September 2011

Partner of Sanba Law Firm (present)

March 2016

Substitute External Corporate Auditor of the

Candidate for External
Corporate Auditor

December 2017

Company

March 2018

External Corporate Auditor of the Company

0 shares

Substitute External Corporate Auditor of theCompany (present)
2(Important concurrent positions)
Partner of Sanba Law Firm

Reasons for nomination as
candidate for External
Corporate Auditor

Matters relating to
independence

The Company nominated Mr. Yusuke Asakura as a candidate for Substitute External
Corporate Auditor based on the judgment that, as a qualified attorney-at-law and expert incorporate law, Mr. Yusuke Asakura would be able to give the Company suggestions andadvice on the execution of duties by its directors. The Company judged that, although Mr.
Yusuke Asakura has not been involved in corporate management in the past, he would becapable of executing the duties of an External Corporate Auditor appropriately for thereasons outlined above.
The Company does not have any dealings with the abovementioned law firms andconsiders Mr. Yusuke Asakura to be a candidate for independent corporate auditor because,
given his objective and neutral standpoint that is independent from the Company, he isunlikely to have conflicts of interest with general shareholders, and satisfies therequirements for independent officers as specified by the Tokyo Stock Exchange.

Notes 1. There are no special interests between any candidate for substitute corporate auditor and the Company.
2. The candidate Yusuke Asakura is nominated as Substitute External Corporate Auditor.
3. Mr. Yusuke Asakura meets the requirements for independent officers specified by the Tokyo Stock Exchange. Accordingly, if Mr. Yusuke Asakura is appointed
Corporate Auditor, the Company will report him as an independent officer to the Stock Exchange.
4. The Company has entered into a liability limitation agreement with each of its Corporate Auditor pursuant to Article 427, Paragraph 1 of the Companies Act, limiting
their liability for damages as provided for under Article 423, Paragraph 1 of the Companies Act. If candidate Kenji Hirasawa and Yusuke Asakura assumes office as
Corporate Auditor, the Company will enter into a similar liability limitation agreement with them.
The limitation of liability for damages under these agreements is the amount specified by laws and regulations, and such limitation of liability is approved only if theapplicable Corporate Auditor has executed his or her duties in good faith without committing gross negligence.

－

10 －

Proposal No. 5: Decision on remuneration for the allocation of shares with transfer restrictions to Directors
The remuneration system introduced by the Company, with the goal of strengthening corporate governance and enhancing corporate value
on a medium- to long-term basis, reflects the setting of fixed compensation and variable compensation (performance-linked bonuses andstock-based compensation) at the proper ratios, among other factors.
Remuneration for Directors of the Company consists of basic compensation, bonuses for Officers and stock-based compensation. Basiccompensation and bonuses for Officers were approved at the 4th Annual General Meeting of Shareholders held on March 29, 2013 on thecondition that such remuneration for Directors shall not exceed 300 million yen per year (excluding employee salaries). With regard to stockbased compensation, the amount and content of compensation for Directors pertaining to the Board Benefit Trust (hereinafter called the“Current System”), which is a performance-linked stock compensation program, was approved at the 7th Annual General Meeting of
Shareholders held on March 30, 2016 as a program separate from the abovementioned limit of compensation for Directors.

The Company reviewed stock-based compensation to ensure that Directors and Executive Officers of the Company (excluding
External Directors; hereinafter called the “Directors, etc.”) share the advantages and risks of share price fluctuations with shareholders,and further raise their motivation to increase share prices and enhance corporate value. As a result, it has decided to allocate theCompany’s common shares subject to the observance of provisions with respect to matters such as the restriction of transfer for acertain period of time and the background of gratis acquisition attributable to the Company (hereinafter called the “shares with transfer
restrictions”) to Directors, etc. as follows.
Accordingly, taking a range of matters such as responsibilities of Directors, etc. comprehensively into consideration, the Company wishes
to set an amount of up to 56 million yen per year as the total amount of monetary remuneration claims paid to Directors, etc. as compensation
associated with shares with transfer restrictions, which shall be treated as a separate program from the abovementioned limit of compensation
for Directors, etc. and the amount of compensation related to the Current System. The Company believes that the allocation of shares withtransfer restrictions is reasonable because the details are decided after taking a range of matters such as responsibilities of Directors, etc.
comprehensively into consideration.
At the present time, two Directors and 15 Executive Officers are eligible for the system. If Proposal No. 3 is approved as proposed, two
Directors and 15 Executive Officers will be eligible for the system.
Specific details of shares with transfer restrictions allocated to Directors, etc. of the Company and the upper limit of the number of suchshares
1. Allocation of shares with transfer restrictions and payments
The Company allocates monetary compensation claims for the amount up to the abovementioned amount per year to Directors, etc. subject
to deliberations by the Company’s Evaluation and Compensation Committee and resolutions by the Board of Directors. Directors etc.
receive allocated shares with transfer restrictions by contributing all these monetary compensation claims in kind.
The amount paid for shares with transfer restrictions will be decided by the Board of Directors based on the closing price of the Company’scommon shares at the Tokyo Stock Exchange on the business day immediately before the day on which resolutions are made at a meetingof the Board of Directors (or the closing price on the day immediately before this) with respect to the issuance or disposal of such shares,
provided that such amount shall not be particularly favorable to Directors etc. who accept such shares with transfer restrictions.
In addition, the abovementioned monetary remuneration claim shall be provided on the condition that Directors etc. agree to theabovementioned in-kind contribution and conclude an agreement on the allocation of shares with transfer restrictions that includes theprovisions specified in 3. below.
2. Total number of shares with transfer restrictions
The total number of shares with transfer restrictions allocated to Directors etc. in each fiscal year shall not exceed 150,000 shares.
However, such total number of shares with transfer restrictions may be adjusted in a reasonable manner if, after the day on which a
resolution is passed to adopt the Proposal, a stock split (including the gratis allocation of the Company’s common shares) or stock
consolidation is implemented for the Company’s common shares, or the total number of shares with transfer restrictions needs to be
adjusted due to such implementation.
3. Details of a contract for the allocation of shares with transfer restrictions
In conjunction with the allocation of shares with transfer restrictions, the following provisions shall be included in a contract for the
allocation of shares with transfer restrictions to be concluded between the Company and Directors etc. to whom shares with transfer
restrictions are allocated, subject to deliberations by the Company’s Evaluation and Compensation Committee and resolutions by the
Board of Directors.
(1) Details of transfer restrictions
Directors etc. to whom shares with transfer restrictions are allocated shall not engage in transfer, the establishment of a pledge, theestablishment of security by way of assignment, transfer in the form of inter vivos gifts, disposition at will, or any other act of disposition
to any third party (hereinafter called “Transfer Restrictions”) with respect to shares with transfer restrictions allocated to such Directors,

－

11 －

etc. (hereinafter called the ”Allocated Shares”) during the period from the day on which the relevant shares with transfer restrictions
are provided until the day on which the Directors, etc. retire from all positions they hold as Directors and Executive Officers (hereinafter
called the “Transfer Restriction Period”).
(2) Gratis acquisition of shares with transfer restrictions
If Directors, etc. to whom shares with transfer restrictions are allocated retire from all the positions they hold as Directors and Executive
Officers during the period from the start date of the Transfer Restriction Period until the day before the first General Meeting of
Shareholders to be held after such start date, the Company may automatically acquire the Allocated Shares free of charge, unless suchacquisition is denied for reasons that the Board of Directors acknowledges to be justifiable.
In addition, if there are any Allocated Shares whose Transfer Restrictions are not lifted when the Transfer Restriction Period defined in(1) above has expired due to provisions on the removal of the Transfer Restrictions specified in (3) below, the Company may
automatically acquire such Shares free of charge.
(3) Removal of Transfer Restrictions
If Directors to whom shares with transfer restrictions are allocated continue to hold positions as either Directors or Executive Officers
during the period from the start date of the Transfer Restriction Period until the day before the first General Meeting of Shareholders tobe held after such start date, the Company may lift the Transfer Restrictions for all of the Allocated Shares on the day when the relevant
Transfer Restriction Period expires.
However, if such Directors, etc. retire from all the positions they hold as Directors and Executive Officers before the Transfer Restriction
Period expires for reasons that the Board of Directors acknowledges to be justifiable, the Company may adjust the number of the
Allocated Shares whose Transfer Restrictions are lifted and the timing when such Transfer Restrictions are lifted as necessary in areasonable manner.
(4) Measures to be taken in relation to organizational restructuring, etc.
If a merger agreement in which the Company becomes a dissolving company, a stock exchange agreement in which the Company
becomes a wholly owned subsidiary, a share transfer plan, or other proposals related to organizational restructuring is approved at a
General Meeting of Shareholders (or the Board of Directors, if there is no need to obtain approvals at a General Meeting of Shareholders
for such organizational restructuring, etc.), the Company may lift the relevant Transfer Restrictions for the number of Allocated Sharesthat shall be decided reasonably at a meeting of the Board of Directors before such restructuring measures take effect in considerationof the period from the start of the Transfer Restriction Period until the approval date of such organizational restructuring measures.
In this case, the Company may automatically acquire the Allocated Shares whose Transfer Restrictions are not lifted, free of charge, atthe moment when the Transfer Restrictions are removed based on the abovementioned provisions.

－

12 －