Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities code: 6941
June 13, 2022
To our shareholders:
Junichi Kameya
President
YAMAICHI ELECTRONICS CO., LTD.
2-16-2, Minamikamata, Ota-ku, Tokyo, JAPANNOTICE OF THE 67TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to inform you of the 67th Ordinary General Meeting of Shareholders of YAMAICHIELECTRONICS CO., LTD. (the “Company”), which will be held as described below.
Note that in light of the COVID-19 situation, on the day of the event, we will implement appropriate measures toprevent infection prior to the start of the event.
If you are unable to attend the meeting, you can exercise your voting rights by mail or via the Internet. We requestthat you follow the instructions laid out below and exercise your voting rights on or before 5:15 p.m. on Monday,
June 27, 2022 (JST) after considering the following Reference Documents for the General Meeting of Shareholders.
1. Date and Time: Tuesday, June 28, 2022 at 10:00 a.m. (JST)
2. Venue:
Fourth floor, Convention Hall, Ota City Industrial Plaza (PiO)
1-20-20, Minamikamata, Ota-ku, Tokyo, JAPAN3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 67th Term (from April 1, 2021 to March 31,2022), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor
and the Audit & Supervisory Board
2. Non-Consolidated Financial Statements for the 67th Term (from April 1, 2021 to March 31, 2022)
Items to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Partial amendment to the Articles of Incorporation
Proposal 3:
Election of eight (8) Directors (excluding Directors who are Audit and Supervisory
Committee Members)
Proposal 4:
Election of three (3) Directors who are Audit and Supervisory Committee Members
Proposal 5:
Election of one (1) substitute Director who is an Audit and Supervisory Committee
Member
Proposal 6:
Setting the amount of remuneration for Directors (excluding Directors who are Audit
and Supervisory Committee Members)
Proposal 7:
Setting the amount of remuneration for Directors who are Audit and Supervisory
Committee Members
Proposal 8:
Determination of remuneration for the granting of shares with transfer restrictions to
Directors (excluding Directors who are Audit and Supervisory Committee Members andOutside Directors)
4. Instructions on Exercising Voting Rights
Please refer to “Information on Exercise the Voting Rights” on page 3 (in Japanese only).

-1-5. Disclosures on the Internet
Of the documents that should be provided alongside this Notice of Convocation, based on the provisions of laws
and regulations and Article 15 of the Articles of Incorporation of the Company, the following matters are postedon the Company’s website (URL: http://www.yamaichi.co.jp), and therefore have not been included in the
documents provided with this Notice of Convocation. Therefore, the documents provided with this notice are
only some of the documents that have been audited by the Audit & Supervisory Board Members or theaccounting auditors when preparing the audit report.
1. Notes to Consolidated Financial Statements
2. Notes to Non-Consolidated Financial Statements- In consideration of the number of people to be accommodated, this year’s meeting will be held at the venue mentioned above.
Please be careful as the venue and time of the meeting, starting at 10:00 a.m., differ from last year’s meeting.
- Please note that if it becomes necessary to revise the Reference Documents for the General Meeting of Shareholders, Business
Report, Consolidated Financial Statements, or Non-Consolidated Financial Statements, the revised information will be posted on
the Company’s internet website (http://www.yamaichi.co.jp).

-2-Measures to prevent the spread of COVID-19 at the 67th Ordinary General Meeting of Shareholders
The 67th Ordinary General Meeting of Shareholders of the Company will be held on Tuesday, June 28, 2022.
However, in the interests of preventing the spread of COVID-19, we would like to inform you about our requests toshareholders and our response measures as follows.
We ask for the understanding and cooperation of our shareholders.
Requests and guidance to shareholders
Shareholders who wish to attend the meeting are requested to fully check the status of the spread of COVID-19
as well as announcements by the national and local governments up to the day of this General Meeting of
Shareholders before coming to the venue.
Requests and guidance to shareholders visiting the venue- At the meeting, we will take your temperature and sanitize your hands and fingers with alcohol disinfectant near
the reception of the venue. Shareholders who are found to have fevers and/or appear to be unwell may berefused entry and be asked to leave.
- We ask for your cooperation in wearing masks at all times and using alcohol disinfectants inside the venue.
- We expect to be able to prepare approximately 40 seats in the venue as the seating arrangements will be spaced
apart to prevent infection. For this reason, please note that admission may be restricted if all the seats are taken.
About our response measures- Speakers and management staff will wear masks.
- If you appear unwell, the management staff may ask you to go home.
- The proceedings of this General Meeting of Shareholders will be held with the venue doors open.
-

If future developments necessitate a major change to the schedule for holding and running this General Meeting of
Shareholders, shareholders will be informed via the corporate website.
Thank you for your understanding and cooperation.

-3-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of surplus

The Company’s basic policy for profit distribution is to raise corporate value in the medium to long term and tomaintain stable dividends and return profits appropriately to shareholders while also strengthening our financial
structure and business foundation.
In light of a comprehensive assessment of earnings in this fiscal year, future business trends and the financial
foundation, we propose to pay a year-end dividend for this year of 81 yen per share as follows.
Including the interim dividend of 15 yen per share, the annual dividend per share will be 96 yen per share.
Type of dividend property
Cash
Allocation of dividend property and total amount thereof
81 yen per common share of the Company
Total amount of dividends: 1,712,055,690 yen
Effective date of distribution of dividends of surplus
June 29, 2022

-4-

Proposal 2:

Partial amendment to the Articles of Incorporation

1. Reasons for proposal
The Audit and Supervisory Committee, of which the majority of the members are Outside Directors, is
responsible for auditing and supervising the legality and appropriateness of business execution at the Company.
By granting voting rights at the Board of Directors to Directors who are Audit and Supervisory Committee
Members, the Company will transition to a company with an Audit and Supervisory Committee with the aim ofstrengthening the supervisory and auditing functions of the Board of Directors and further enhancing corporate
governance. Accordingly, the Company will make necessary changes to the Company’s Articles ofIncorporation, such as the establishment of new provisions concerning the Audit and Supervisory Committee
and Audit and Supervisory Committee Members, and the deletion of the provisions concerning the Audit &Supervisory Board and Audit & Supervisory Board Members.
In addition, in light of the fact that the revised provisions provided for in the proviso to Article 1 of the
Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) will comeinto effect on September 1, 2022, we will establish a new provision to take measures for providing informationthat constitutes the content of reference documents for the General Meeting of Shareholders, etc. in electronic
format, and a new provision to limit the scope of the items to be stated in the paper-based documents to bedelivered to shareholders who requested the delivery of paper-based documents. We will also delete the current
provisions for internet disclosure and deemed provision of reference documents for the General Meeting of
Shareholders, etc., and establish supplementary provisions regarding the effective date, etc.
Moreover, necessary changes such as renumbering of the provisions will be made in accordance with the abovechanges.
2. Details of changes
The details of the changes are as indicated below.
Note that this proposal shall come into effect at the conclusion of this General Meeting of Shareholders.
Current Articles of Incorporation
Chapter 1
General Provisions
Article 1 to Article 3(Text omitted)(Bodies)
Article 4
In addition to the General Meeting of Shareholders andDirectors, the Company shall establish the following bodies.
(1) Board of Directors(2) Audit & Supervisory Board Member(3) Audit & Supervisory Board(4) Accounting Auditor
Article 5(Text omitted)

Article 6 to Article 11

Chapter 2
Shares(Text omitted)

Chapter 3
General Meeting of Shareholders
Article 12 to Article 14 (Text omitted)(Changes are indicated by underlining)
Proposed change
Chapter 1
General Provisions(Unchanged)

Article 1 to Article 3(Bodies)
Article 4
In addition to the General Meeting of Shareholders andDirectors, the Company shall establish the following bodies.
(1) Board of Directors(2) Audit and Supervisory Committee(Deleted)(3) Accounting Auditor
Article 5(Unchanged)

Article 6 to Article 11

Chapter 2
Shares(Unchanged)

Chapter 3
General Meeting of Shareholders
Article 12 to Article 14 (Unchanged)-5-Current Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
Article 15
When the Company convenes a General Meeting of
Shareholders, if it discloses information that is to be stated orpresented in the reference documents for the General Meetingof Shareholders, business report, non-consolidated financial
statements and consolidated financial statements through theinternet in accordance with the provisions prescribed by the
Ministry of Justice Order, it may be deemed that the Company
has provided this information to shareholders.

Proposed change(Deleted)(Measures, etc. for Providing Information in Electronic Format)
Article 15
1. When the Company convenes a General Meeting of
Shareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the General Meeting of Shareholders, etc. inelectronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered toshareholders who requested the delivery of paper-based
documents by the record date of voting rights.
Article 16 to Article 17 (Unchanged)<Newly established>

Article 16 to Article 17(Text omitted)

Chapter 4
Directors and Board of Directors(Number of Members)
Article 18
The Company shall have no more than ten Directors.

<Newly established>(Method of Election)
Article 19
1. Directors shall be elected at the General Meeting of
Shareholders.

2. A resolution for the election of Directors shall require thepresence of shareholders capable of exercising voting
rights who constitute at least one-third (1/3) of the voting
rights of shareholders and shall be approved with amajority of the voting rights.
3. Resolutions for the election of Directors shall not be basedon cumulative voting.
(Term of Office)
Article 20
The term of office of Directors shall be until the conclusion of
the General Meeting of Shareholders for the last fiscal year
which ends within one year from the time of their election.

Chapter 4
Directors, Board of Directors and Audit and Supervisory
Committee(Number of Members)
Article 18
1. The Company shall have no more than ten Directors(excluding those who are Audit and Supervisory
Committee Members).
2. The Company shall have no more than four Directors who
are Audit and Supervisory Committee Members.
(Method of Election)
Article 19
1. Directors shall be elected at the General Meeting of
Shareholders in a manner that distinguishes between
Directors who are Audit and Supervisory Committee
Members and Directors who are not.
2. A resolution for the election of Directors shall require thepresence of shareholders capable of exercising voting
rights who constitute at least one-third (1/3) of the voting
rights of shareholders and shall be approved with amajority of the voting rights.
3. Resolutions for the election of Directors shall not be basedon cumulative voting.
(Term of Office)
Article 20
1. The term of office of Directors (excluding those who are
Audit and Supervisory Committee Members) shall be until
the conclusion of the General Meeting of Shareholders forthe last fiscal year which ends within one year from thetime of their election.

-6-

Current Articles of Incorporation<Newly established>

Proposed change
2. The term of office of Directors who are Audit andSupervisory Committee Members shall be until theconclusion of the General Meeting of Shareholders for thelast fiscal year which ends within two years from the timeof their election.
<Newly established>
3. The term of office of a Director who is an Audit andSupervisory Committee Member who is elected as a
substitute for a Director who is an Audit and Supervisory
Committee Member who has retired before the expirationof his or her term shall be until the time of the expiration of
the term of office of the Director who is an Audit andSupervisory Committee Member who has retired.
(Representative Directors and Executive Directors)(Representative Directors and Executive Directors)
Article 21
Article 21
1. The Board of Directors shall select Representative
1. The Board of Directors shall select Representative
Directors from among the Directors (excluding those who
Directors by resolution.
are Audit and Supervisory Committee Members) byresolution.
2. The Board of Directors may, by resolution thereof, from
2. The Board of Directors may, by resolution thereof, appoint
one Chairman, one President, and one or a small number ofamong the Directors (excluding those who are Audit andExecutive Vice Presidents, Senior Managing Directors, andSupervisory Committee Members), appoint one Chairman,
Managing Directors.
one President, and one or a small number of Executive
Vice Presidents, Senior Managing Directors, and Managing
Directors.
Article 22 to Article 23 (Text omitted)
Article 22 to Article 23 (Unchanged)(Notice of Convocation of the Board of Directors Meeting)(Notice of Convocation of the Board of Directors Meeting)
Article 24
Article 24
1. Notice of convocation of a Board of Directors meeting
1. Notice of convocation of a Board of Directors meetingshall be issued to each Director at least three days prior toshall be issued to each Director and Audit & Supervisory
the meeting date. However, in case of urgent need, thisBoard Member at least three days prior to the meeting date.
period can be shortened.
However, in case of urgent need, this period can beshortened.
2. With the consent of all Directors, the Board of Directors
2. With the consent of all Directors and Audit & Supervisory
meeting may be held without going through theBoard Members, the Board of Directors meeting may be
convocation procedure.
held without going through the convocation procedure.
(Notice of Convocation of the Audit and Supervisory Committee
Meeting)<Newly established>
Article 25
1. Notice of convocation of an Audit and Supervisory
Committee meeting shall be issued to each Audit andSupervisory Committee Member at least three (3) days
prior to the meeting date. However, in case of urgent need,this period can be shortened.
<Newly established>
2. With the consent of all Audit and Supervisory Committee
Members, the Audit and Supervisory Committee meeting
may be held without going through the convocation
procedure.
Article 25(Text omitted)
Article 26(Unchanged)(Delegation to Directors)<Newly established>
Article 27
Pursuant to the provisions of Article 399-13, Paragraph (6) of
the Companies Act, the Board of Directors may, by resolution
thereof, delegate to the Directors all or part of the Company’s
important business execution decisions (excluding the matterslisted in each item of Paragraph (5) of these Articles).
(Full-Time Audit and Supervisory Committee Members)<Newly established>
Article 28
The Audit and Supervisory Committee may select full-time
Audit and Supervisory Committee Members from among the
Audit and Supervisory Committee Members.

-7-Article 26

Current Articles of Incorporation(Text omitted)<Newly established>(Remuneration, Etc.)
Article 27
Economic benefits received by Directors from the Company asremuneration, bonuses, and other consideration for the
execution of duties (hereinafter referred to as “Remuneration,etc.”) shall be determined by resolution of the General Meetingof Shareholders.
Article 28(Text omitted)

Proposed change
Article 29(Unchanged)(Rules of the Audit and Supervisory Committee)
Article 30
Matters concerning the Audit and Supervisory Committee shallbe governed by the applicable laws and regulations, the Articles
of Incorporation, and the rules of the Audit and Supervisory
Committee established by the Audit and Supervisory
Committee.
(Remuneration, Etc.)
Article 31
Economic benefits received by Directors from the Company asremuneration, bonuses, and other consideration for the
execution of duties shall be determined by resolution of theGeneral Meeting of Shareholders in a manner that distinguishes
between Directors who are Audit and Supervisory Committee
Members and Directors who are not.
Article 32(Unchanged)

Chapter 5
Audit & Supervisory Board Members andAudit & Supervisory Board(Number of Members)
Article 29
The Company shall have no more than 4 Audit & Supervisory
Board Members.
(Method of Election)
Article 30
1. Audit & Supervisory Board Members shall be elected at
the General Meeting of Shareholders.
2. A resolution for the election of Audit & Supervisory Board
Members shall require the presence of shareholders capableof exercising voting rights who constitute at least one-third(1/3) of the voting rights of shareholders and shall beapproved with a majority of the voting rights.
(Term of Office)
Article 31
1. The term of office of Audit & Supervisory Board Members
shall be until the conclusion of the General Meeting of
Shareholders for the last fiscal year which ends within 4
years from the time of their election.
2. The term of office of an Audit & Supervisory Board
Member who is elected as a substitute for an Audit &Supervisory Board Member who has retired before theexpiration of his or her term shall be until the time of the
expiration of the term of office of the Audit & Supervisory
Board Member who has retired.
(Full-time Audit & Supervisory Board Members)
Article 32
The Board of Directors shall select full-time Audit &Supervisory Board Members by resolution.
(Notice of Convocation of the Audit & Supervisory Board
Meeting)
Article 33
1. Notice of convocation of an Audit & Supervisory Board
meeting shall be issued to each Audit & Supervisory Board
Member at least three days prior to the meeting date.
However, in case of urgent need, this period can beshortened.

-8-(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)

Current Articles of Incorporation
2. With the consent of all Audit & Supervisory Board
Members, the Audit & Supervisory Board meeting may beheld without going through the convocation procedure.
(Rules of the Audit & Supervisory Board)
Article 34
Matters concerning the Audit & Supervisory Board shall begoverned by the applicable laws and regulations, the Articles ofIncorporation, and the rules of the Audit & Supervisory Board
established by the Audit & Supervisory Board.
(Remuneration, Etc.)
Article 35
The Remuneration, etc. of the Audit & Supervisory Board
Members shall be determined by resolution of the General
Meeting of Shareholders.
(Agreements Limiting Liability for Audit & Supervisory Board
Members)
Article 36
Based on the provisions in Article 427, Paragraph (1) of theCompanies Act, the Company may enter into agreements with
its Audit & Supervisory Board Members that limit the liability
for damages in cases where the requirements stipulated by laws
and regulations regarding liability for damages under Article
423, Paragraph (1) of the Companies Act are met.
However, that the maximum amount of liability under suchagreements shall be the amount stipulated by laws andregulations.

Proposed change(Deleted)

Chapter 6
Calculation(Text omitted)

Chapter 5
Calculation(Unchanged)

Article 37 to Article 40<Newly established><Newly established><Newly established><Newly established>(Deleted)(Deleted)(Deleted)

Article 33 to Article 36

Supplementary Provisions(Transitional Measures concerning Agreements Limiting
Liability for Audit & Supervisory Board Members)
Article 1
Agreements to limit liability for damages under Article 423,
Paragraph (1) of the Companies Act related to acts by Audit &Supervisory Board Members (including former Audit &Supervisory Board Members) prior to the conclusion of the67th Ordinary General Meeting of Shareholders shall begoverned by Article 36 of the Articles of Incorporation prior to
the amendment by resolution at said Ordinary General Meetingof Shareholders.
(Transitional Measures concerning measures, etc. for Providing
Information in Electronic Format)
Article 2
1. The deletion of Article 15 (Internet Disclosure and Deemed
Provision of Reference Documents for the General Meetingof Shareholders, Etc.) in the pre-amended Articles ofIncorporation and the establishment of the new Article 15(Measures, etc. for Providing Information in Electronic
Format) in the amended Articles of Incorporation shall beeffective from September 1, 2022 (hereinafter referred to as
the “Date of Enforcement”).
2. Notwithstanding the provision of the preceding paragraph,
Article 15 of the pre-amended Articles of Incorporation
shall remain effective regarding any General Meeting of
Shareholders held on a date within six months from theDate of Enforcement.

-9-Current Articles of Incorporation<Newly established>

Proposed change
3. The provisions in this article shall be deleted on the datewhen six months have elapsed from the Date of
Enforcement or three months have elapsed from the date of
the General Meeting of Shareholders in the preceding
paragraph, whichever is later.

Note: Some underlining does not coincide with the Japanese version because of translation adjustments.

- 10 -

Proposal 3:

Election of eight (8) Directors (excluding Directors who are Audit and Supervisory
Committee Members)

Subject to the approval and adoption of Proposal 2, “Partial Amendment to the Articles of Incorporation,” theCompany will transition to a company with an Audit and Supervisory Committee. Accordingly, since the terms ofoffice of all eight Directors expire at the conclusion of this General Meeting of Shareholders, we propose theelection of eight Directors (excluding Directors who are Audit and Supervisory Committee Members).
This proposal shall take effect when Proposal 2, “Partial Amendment to the Articles of Incorporation,” comes into
effect.
The candidates for Directors (excluding Directors who are Audit and Supervisory Committee Members) are as
follows.
No.
1
2
3
4
5

Name
Yoshitaka Ota
Junichi Kameya
Takeshi Tsuchiya
Kazuhiro Matsuda
Nobuhiro Kishimura

Position in the Company
ChairmanPresident
Director and Managing Executive Officer
Director and Senior Executive Officer
Director and Senior Executive Officer

6

Tomohiro Murata

Director

7

Yoichiro Sakuma

Director

8

Toshihisa Yoda

DirectorReelection
Reelection
Reelection
Reelection
Reelection
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent

Reelection: Candidate for Director to be reelected
Outside: Candidate for Outside Director
Independent: Independent officer as defined by the securities exchange
Notes:

1. There is no special interest between each candidate and the Company.
2. Tomohiro Murata, Yoichiro Sakuma and Toshihisa Yoda are candidates for Outside Directors.
3. The Company has registered Tomohiro Murata, Yoichiro Sakuma and Toshihisa Yoda as Independent Officers as
stipulated in Article 436-2 of the Securities Listing Regulations of the Tokyo Stock Exchange, Inc. If they are elected
and appointed as Directors, the Company will continue to register them as Independent Officers.
4. Based on the provisions in Article 427, Paragraph (1) of the Companies Act, the Company has concluded agreementswith Tomohiro Murata, Yoichiro Sakuma and Toshihisa Yoda that limit the liability for damages specified in Article 423,
Paragraph (1) of the Companies Act to the minimum amount stipulated in Article 425, Paragraph (1) of that Act. If they
are elected and appointed as Directors, the Company plans to continue these agreements.
5. The Company has entered into an officer liability insurance policy with an insurance company in accordance with theprovisions of Article 430-3, Paragraph (1) of the Companies Act. This insurance policy covers legal damages andlitigation costs in the event of claim for damages caused by acts (or omissions) performed by the insured, including
Directors, based on their position in the Company (except where the insured has illegally obtained a benefit oradvantage, or has committed a criminal act, fraudulent act, deceitful act, or has acted knowingly in violation of any laws
or regulations, including laws and regulations specific to Directors). In the event a candidate is elected and assumes
office as a Director, the candidate shall then become an insured person under this insurance policy. The insurance policy
is scheduled to be renewed with the same contents at the next renewal period.

- 11 -

No.

Name(Date of birth)

Career summary, position and responsibilities in the Company
May 2002
Apr. 2004

Yoshitaka Ota(October 10, 1948)
Reelection

1

2

3

Tenure as Director
9 years
Attendance at Board of
Directors meetings
12/12

Oct. 2005
Apr. 2007
June 2008
June 2009
June 2010

Joined the Company
Senior Executive Officer and Senior General
Manager of Manufacturing Div.
Manager of Sakura Factory
General Manager of Corporate Planning Dept.
Director
Executive Vice-president, Pricon
Microelectronics, Inc.
Audit & Supervisory Board Member of theCompany (full-time)
President
In charge of Optical-related Business
Chairman (present position)

Number of theCompany’s sharesowned

133,600

June 2013
May 2017
June 2021
Reasons for nomination as candidate for Director
Yoshitaka Ota possesses wide-ranging knowledge and experience in the Company’s overall operations from his
experience in each division, and given his achievements as Chairman and as President, we have nominated him again asa candidate for Director.
Apr. 1987
Joined the Company
Oct. 2007
President, Yamaichi Electronics Shenzhen Co.,Ltd.
Junichi Kameya
Apr. 2012
Executive Officer and Senior General Manager(June 29, 1964)of Manufacturing Div., General Manager ofReelection
Manufacturing Control Dept. of the Company
Apr. 2013
Senior General Manager of CS Business Div.
64,000Tenure as Director
June 2013
Director and Senior Executive Officer
9 years
June 2019
Managing Executive Officer
Attendance at Board of
June
2021
President(present position)
Directors meetingsInchargeof CS Business Div. (present
12/12
position), Business Audit Dept. (present
position) and Quality Assurance Dept. (present
position)
Reasons for nomination as candidate for Director
Junichi Kameya possesses wide-ranging knowledge and experience in the Company’s overall operations from his
experience in each division, and given his achievements as President, we have nominated him again as a candidate for
Director.
Apr. 1984
Joined the Company
Feb. 2004
Executive Officer of the Company
Apr. 2006
President, Yamaichi Electronics Shenzhen Co.,Ltd.
Takeshi Tsuchiya
Apr. 2008
Executive Officer and Senior General Manager(June 1, 1961)of TS Business Div. of the Company
Reelection
June 2013
Director (present position) and Senior
49,500Tenure as Director
Executive Officer
9 years
June 2016
In charge of Optical-related Business
Attendance at Board ofJune 2018
Managing Executive Officer (present position)
Directors meetings
In charge of Engineering Administration
12/12
Department
June 2019
In charge of Manufacturing Division
Apr. 2020
Senior General Manager of Manufacturing Div.
(present position)
Reasons for nomination as candidate for Director
Takeshi Tsuchiya possesses extensive knowledge and experience in the Company’s operations, particularly in the sales
division and the manufacturing division, and also has experience in corporate management at subsidiaries. Given hisachievements as Director, we have nominated him again as a candidate for Director.

- 12 -

No.

Name(Date of birth)

Career summary, position and responsibilities in the Company
Dec. 1988
Apr. 2009

Kazuhiro Matsuda(April 11, 1964)
Reelection

4

Tenure as Director
5 years
Attendance at Board of
Directors meetings
12/12

Apr. 2014
Apr. 2015
June 2017

June 2021
Jan. 2022

5

Joined the Company
General Manager of Overseas Sales Dept.,
Sales Headquarters, Business Control
Headquarters
President, Yamaichi Electronics USA, Inc.
Executive Officer of the Company
Director (present position) and Senior
Executive Officer (present position)
Senior General Manager of Administration Div.
(present position)
General Manager of Corporate Administration
Dept. (present position)
General Manager of Information Systems Dept.
(present position)

Number of theCompany’s shares
owned

28,600Reasons for nomination as candidate for Director
Kazuhiro Matsuda possesses extensive knowledge and experience in the Company’s operations, particularly in theadministration division and the overseas sales division, and also has experience in corporate management at
subsidiaries. Given his achievements as Director, we have nominated him again as a candidate for Director.
Nov. 1988
Joined the Company
Feb. 2004
General Manager of Sales Dept. II
Apr. 2008
General Manager of West Japan Sales Dept.,
General Manager of TS Planning and Special
Items Dept.
Apr. 2011
General Manager of TS Business Promotion
Dept.
Nobuhiro Kishimura
Apr. 2013
General Manager of TS Business Promotion Gr.
(September 24, 1964)
General Manager of TS Sales Dept.
Reelection
June 2013
Acting Senior General Manager of TS BusinessDiv.
26,900Tenure as Director
Apr. 2014
Executive Officer of the Company
4 years
June 2018
Director (present position) and SeniorAttendance at Board of
Executive Officer (present position)
Directors meetings
In charge of Optical-related Business,
12/12
Manufacturing Division (present position)
June 2019
Senior General Manager of TS Business Div.
(present position)
In charge of Engineering Administration
Department (present position)
Apr. 2022
General Manager of TS Overseas Sales Dept.
(present position)
Reasons for nomination as candidate for Director
Nobuhiro Kishimura possesses extensive knowledge and experience in the Company’s operations, particularly in thesales division and manufacturing division, and also has experience in business operation as an executive officer. Given
his achievements as Director, we have nominated him again as a candidate for Director.

- 13 -

No.

Name(Date of birth)

Career summary, position and responsibilities in the Company
Apr. 1991
July 1994
Sept. 1996
Feb. 2009

6

7

Number of theCompany’s shares
ownedJoined Daiwa Securities Co. Ltd.
Joined Daiwa Institute of Research Ltd.
Tomohiro Murata
Joined Morgan Stanley Japan Limited(June 17, 1968)
Joined Frontier Management Inc.
Reelection
Managing Director
OutsideJune 2015
Outside Director of the Company (present
Independent
position)–
June 2018
Managing Director, Frontier Management Inc.
Tenure as Director(present position)
7 years
June
2021
External
Director, Hakuto Co., Ltd. (present
Attendance at Board of
position)
Directors meetings(Significant concurrent positions outside the Company)
12/12
Managing Director, Frontier Management Inc.
External Director, Hakuto Co., Ltd.
Reasons for nomination as candidate for Outside Director and overview of expected role
Tomohiro Murata has extensive experience as a management consultant and possesses wide-ranging knowledge. We
expect him to provide objective and unbiased advice on management, and we have nominated him again as a candidate
for Outside Director.
Apr. 1980
Joined Nitto Electric Industrial Co., Ltd.
(currently Nitto Denko Corporation)
June 2006
Vice President, Nitto Denko Corporation
June 2010
Director, Vice President, Nitto Denko
Corporation
June 2013
Director, Executive Vice President, Nitto
Yoichiro Sakuma
Denko Corporation(September 4, 1955)
Jan. 2018
Advisor, Refine Holdings Co., Ltd. (present
Reelection
position)
OutsideJune 2018
Outside Director of the Company (present
Independent
position)
800
Outside Director, Nitta Gelatin Inc. (present
Tenure as Director
position)
4 years
Oct. 2018
Outside Director, Nitta Gelatin India Ltd.
Attendance at Board of(present position)
Directors meetings
Feb. 2019
Director, Refine Americas Inc. (present
12/12
position)(Significant concurrent positions outside the Company)
Outside Director, Nitta Gelatin Inc.
Outside Director, Nitta Gelatin India Ltd.
Advisor, Refine Holdings Co., Ltd.
Director, Refine Americas Inc.
Reasons for nomination as candidate for Outside Director and overview of expected role
Yoichiro Sakuma has extensive experience over many years as a corporate executive and possesses wide-ranging
knowledge. We expect him to provide objective and unbiased advice on management, and we have nominated him
again as a candidate for Outside Director.

- 14 -

No.

Name(Date of birth)
Toshihisa Yoda
(January 3, 1958)
Reelection
OutsideIndependent

8

Career summary, position and responsibilities in the Company
Apr. 1982
Apr. 2007
June 2011

Joined Shinko Electric Industries Co., Ltd.
Corporate Officer, Shinko Electric Industries
Co., Ltd.
Director and Senior Corporate Officer, Shinko
Electric Industries Co., Ltd.
Director and Executive Managing Corporate
Officer, Shinko Electric Industries Co., Ltd.
Advisor, Shinko Electric Industries Co., Ltd.
Outside Director of the Company (present
position)

Number of theCompany’s shares
owned–June 2014
Tenure as Director
2 years
June 2018
Attendance at Board ofJune 2020
Directors meetings
12/12
Reasons for nomination as candidate for Outside Director and overview of expected role
Toshihisa Yoda has extensive experience over many years as a corporate executive and possesses wide-ranging
knowledge of semiconductor-related business, which is a specialty of the Company’s businesses. We expect him toprovide objective and unbiased advice on management, and we have nominated him again as a candidate for Outside
Director.

- 15 -

Proposal 4:

Election of three (3) Directors who are Audit and Supervisory Committee Members

Subject to the approval and adoption of Proposal 2, “Partial Amendment to the Articles of Incorporation,” theCompany will transition to a company with an Audit and Supervisory Committee. Accordingly, we propose theelection of three Directors who are Audit and Supervisory Committee Members.
The Audit & Supervisory Board has already given its consent to this proposal.
This proposal shall take effect when Proposal 2, “Partial Amendment to the Articles of Incorporation,” comes into
effect.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows.
No.
1

Name
Koichiro Yanagisawa

Position in the Company
Full-time Audit & Supervisory Board Member

2

Shinobu Okamoto

Audit & Supervisory Board Member

3

Takako Murase

Audit & Supervisory Board Member

New election
New election
OutsideIndependent
New election
OutsideIndependent

New election: Candidate for new Director who is an Audit and Supervisory Committee Member
Outside: Candidate for Outside Director who is an Audit and Supervisory Committee Member
Independent: Independent officer as defined by the securities exchange
Notes:

1. There is no special interest between each candidate and the Company.
2. Shinobu Okamoto and Takako Murase are candidates for Outside Directors who are Audit and Supervisory Committee
Members.
3. The Company has registered Shinobu Okamoto and Takako Murase as Independent Officers as stipulated in Article 4362 of the Securities Listing Regulations of the Tokyo Stock Exchange, Inc. If their elections are approved, the Company
will continue to register them as Independent Officers.
4. Based on the provisions in Article 427, Paragraph (1) of the Companies Act, the Company has concluded agreementswith Shinobu Okamoto and Takako Murase that limit the liability for damages specified in Article 423, Paragraph (1) of
the Companies Act to the minimum amount stipulated in Article 425, Paragraph (1) of that Act. If their elections areapproved, the Company plans to conclude agreements with them equivalent in content to these agreements.
5. The Company has entered into an officer liability insurance policy with an insurance company in accordance with theprovisions of Article 430-3, Paragraph (1) of the Companies Act. This insurance policy covers legal damages andlitigation costs in the event of claim for damages caused by acts (or omissions) performed by the insured, including
Audit & Supervisory Board Members, based on their position in the Company (except where the insured has illegallyobtained a benefit or advantage, or has committed a criminal act, fraudulent act, deceitful act, or has acted knowingly inviolation of any laws or regulations, including laws and regulations specific to Audit & Supervisory Board Members). In
the event a candidate is elected and assumes office as a Director who is an Audit and Supervisory Committee Member,the candidate shall then become an insured person under a policy equivalent in content to this insurance policy. The
insurance policy is scheduled to be renewed with equivalent content at the next renewal period.

- 16 -

No.

Name(Date of birth)

Career summary and position in the Company
Apr. 1981
July 1992

1

Number of theCompany’s shares
ownedJoined Pioneer Corporation
Transferred to Q-TEC, Inc., Manager ofKoichiro Yanagisawa
Accounting Section, General Affairs(January 18, 1959)
Department
New election
Apr. 2002
Manager, Business Management Section,
International Business Division, Pioneer
Tenure as Director
Corporation– years
10,000Nov. 2010
Joined the Company, Assistant to General
Tenure as Audit & Supervisory
Manager of Corporate Planning Dept.
Board Member
June 2013
General Manager of Corporate Administration
1 year
Dept.
Attendance at Board of
July 2017
Executive Officer and Deputy Senior General
Directors meetings
Manager of Administration Div.
10/10
June 2021
Full-time Audit & Supervisory Board Member(present position)
Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member
Koichiro Yanagisawa has extensive knowledge of business operations and corporate management and considerable
expertise in finance and accounting, having served as an Executive Officer of the Company and as Deputy Senior
General Manager of the Administration Division as well as General Manager of Corporate Administration Department.
The Company has judged that he is suitable for the position of Director who is an Audit and Supervisory Committee
Member of the Company based on his extensive experience and wide-ranging knowledge.

- 17 -

No.

Name(Date of birth)

Career summary and position in the Company
Apr. 1977
July 1998

2

Number of theCompany’s shares
ownedJoined Tokyo Regional Taxation Bureau
Asistant Director, Income Tax Division,
Taxation Department, National Tax Agency
July 2009
Director, First Personnel Section, General
Affairs Department, Tokyo Regional Taxation
BureauJuly 2012
Commissioner’s Secretariat, National Tax
Shinobu Okamoto
Agency and Internal Inspector, National Tax(June 18, 1954)
AgencyNew election
June 2013
General Manager, General Affairs Department,
OutsideNagoya Regional Taxation Bureau
Independent
July 2014
Regional Commissioner, Kumamoto Regional
Taxation Bureau
Tenure as Director–
Oct. 2015
Representative Partner, Shinobu Okamoto– years
Certified Tax Accountant Office (present
Tenure as Audit & Supervisory
position)
Board Member
May 2016
Outside Audit & Supervisory Board Member,
3 years
United Super Market Holdings Inc. (present
Attendance at Board of
position)
Directors meetings
June 2016
Outside Director, RIKENGREEN CO., LTD.
12/12
June 2019
Outside Audit & Supervisory Board Member of
the Company (present position)(Significant concurrent positions outside the Company)
Representative Partner, Shinobu Okamoto Tax Accountant
OfficeOutside Audit & Supervisory Board Member, United Super
Market Holdings Inc.
Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member andoverview of expected role
As a certified tax accountant, Shinobu Okamoto is well-versed in taxation and accounting and has sufficient knowledge
to supervise company management. We expect him to audit and supervise the execution of the duties of Directors froman objective and fair standpoint. Accordingly, we have nominated him as a candidate for Outside Director who is an
Audit and Supervisory Committee Member.
While he does not have experience in corporate management other than serving as an Outside Director and an Outside
Audit & Supervisory Board Member, for the reasons given above, we believe that he would appropriately fulfill his
responsibilities as an Outside Director who is an Audit and Supervisory Committee Member.

- 18 -

No.

Name(Date of birth)

Career summary and position in the Company
Apr. 1997

3

Number of theCompany’s shares
ownedRegistered as lawyer, joined Torikai Tada
Moriyama Law Office (currently Torikai Law
Takako Murase
Office)(January 4, 1955)
Jan. 2005
Partner, Torikai Law Office (present position)
New election
June 2015
Outside Audit & Supervisory Board Member,
OutsideMOS FOOD SERVICES, INC. (present
Independent
position)
Outside Audit & Supervisory Board Member,
Tenure as Director
NIKKO COMPANY (present position)–– years
June 2020
Outside Audit & Supervisory Board Member ofTenure as Audit & Supervisory
the Company (present position)
Board Member(Significant concurrent positions outside the Company)
2 years
Partner, Torikai Law OfficeAttendance at Board of
Outside Audit & Supervisory Board Member, MOS FOOD
Directors meetingsSERVICES, INC.
12/12
Outside Audit & Supervisory Board Member, NIKKOCOMPANY
Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member andoverview of expected role
Takako Murase has sufficient knowledge to reflect her extensive experience and expertise related to corporate legal
affairs as a lawyer in audits and supervision of the Company, and is expected to audit and supervise the Directors’
execution of operations from an objective and unbiased perspective. Accordingly, we have nominated her as an Outside
Director who is an Audit and Supervisory Committee Member.
While she does not have experience in corporate management other than serving as an Outside Audit & Supervisory
Board Member, for the reasons given above, we believe that she would appropriately fulfill her responsibilities as an
Outside Director who is an Audit and Supervisory Committee Member.

- 19 -

[Reference] Structure of the Board of Directors and Skills Matrix after Election
If Proposals 3 and 4 are approved and adopted as originally proposed, the composition, expertise and experience of
the Board of Directors will be as follows.
Corporate
management

GlobalYoshitaka Ota〇〇

Junichi Kameya

〇

〇

〇

〇

〇

Takeshi Tsuchiya

〇

〇

〇

〇

〇

Kazuhiro Matsuda〇〇

Nobuhiro Kishimura〇〇

Tomohiro Murata〇

Yoichiro Sakuma〇

Toshihisa Yoda

〇

Name

Technology

Sales/
marketing

Production

Finance/accounting

〇

〇

〇
〇

〇

〇

〇

Legal

Sustainability

〇

〇

〇

〇

Koichiro Yanagisawa〇

Shinobu Okamoto〇〇

Takako Murase- 20 -

Proposal 5:

Election of one (1) substitute Director who is an Audit and Supervisory Committee Member

Subject to the approval and adoption of Proposal 2, “Partial Amendment to the Articles of Incorporation,” theCompany will transition to a company with an Audit and Supervisory Committee. Accordingly, to prepare for acontingency in which the Company does not have the number of Directors who are Audit and Supervisory
Committee Members required by laws and regulations, we propose the election in advance of one substitute
Director who is an Audit and Supervisory Committee Member.
The Audit & Supervisory Board has already given its consent to this proposal.
This proposal shall take effect when Proposal 2, “Partial Amendment to the Articles of Incorporation,” comes into
effect.
The candidate for substitute Director who is an Audit and Supervisory Committee Member is as follows.
Name(Date of birth)

Career summary and position in the Company
Apr. 1974
Apr. 1998

Number of theCompany’s shares
ownedJoined Toshiba Corporation
General Manager, Production Materials Department, Himeji
Plant, Toshiba Corporation
Apr. 2002
General Manager, Procurement Department, Komukai Plant,
Toshiba Corporation
Oct. 2005
General Manager, Procurement Department, Toshiba Carrier
Koryu Mukaigawa–
Air Conditioning System Corporation(November 10, 1951)
June 2009
Director and General Manager, Supplies Sales Division,Toshiba Business & Life Service Corporation
June 2015
Full-time Audit & Supervisory Board Member, Tamagawa
Holdings Co., Ltd.
July 2019
General Manager, Material Department, Tamagawa
Electronics Co., Ltd.
Reasons for nomination as candidate for substitute Outside Director who is an Audit and Supervisory Committee Member andoverview of expected role
Koryu Mukaigawa has extensive professional experience in a listed company and his experience as a full-time Audit & Supervisory
Board Member. The Company has nominated him as a candidate for substitute Outside Director who is an Audit and Supervisory
Committee Member at the Company because it looks forward to taking advantage of his knowledge and experience to further drive
the enhancement of its auditing and supervisory capabilities.
Notes: 1. There is no special interest between the candidate and the Company.
2. Koryu Mukaigawa is a candidate for substitute Outside Director who is an Audit and Supervisory Committee Member.
3. If Koryu Mukaigawa assumes the office of Outside Director who is an Audit and Supervisory Committee Member, theCompany plans to register him as an Independent Officer as stipulated in Article 436-2 of the Securities Listing
Regulations of the Tokyo Stock Exchange, Inc.
4. If Koryu Mukaigawa assumes the office of Outside Director who is an Audit and Supervisory Committee Member, theCompany plans to conclude an agreement with him that limits the liability for damages specified in Article 423,
Paragraph (1) of the Companies Act to the minimum amount stipulated in Article 425, Paragraph (1) of that Act basedon the provisions in Article 427, Paragraph (1) of that Act.
5. The Company has entered into an officer liability insurance policy with an insurance company in accordance with theprovisions of Article 430-3, Paragraph (1) of the Companies Act. This insurance policy covers legal damages andlitigation costs in the event of claim for damages caused by acts (or omissions) performed by the insured, including
Audit & Supervisory Board Members, based on their position in the Company (except where the insured has illegallyobtained a benefit or advantage, or has committed a criminal act, fraudulent act, deceitful act, or has acted knowingly inviolation of any laws or regulations, including laws and regulations specific to Audit & Supervisory Board Members). In
the event a candidate assumes office as an Outside Director who is an Audit and Supervisory Committee Member, thecandidate shall be included as an insured person under a policy equivalent in content to this insurance policy.

- 21 -

Proposal 6:

Setting the amount of remuneration for Directors (excluding Directors who are Audit andSupervisory Committee Members)

The amount of remuneration for Directors of the Company was limited to no more than 500 million yen per year
(not including employee salaries) by a resolution of the 30th Ordinary General Meeting of Shareholders held on
March 17, 1986, and performance-linked remuneration (bonuses) was included in the above-mentioned amount of
remuneration for Directors by a resolution of the 52nd Ordinary General Meeting of Shareholders held on June 27,
2007, and these policies continue to this day.
At this time, subject to the approval and adoption of Proposal 2, “Partial Amendment to the Articles ofIncorporation,” the Company will transition to a company with an Audit and Supervisory Committee.
Therefore, in order to reset the amount of remuneration for Directors (excluding Directors who are Audit andSupervisory Committee Members) on the occasion of the transition to a company with an Audit and Supervisory
Committee, we propose to repeal the current provisions regarding the amount of remuneration for Directors, and tolimit the annual amount of remuneration for Directors (excluding Directors who are Audit and Supervisory
Committee Members) to 500 million yen or less (of which the annual amount for Outside Directors shall not
exceed 100 million yen), including performance-linked remuneration (bonuses), taking into account various
circumstances such as the economic situation.
If this proposal is approved, at the Board of Directors meeting after conclusion of this General Meeting of
Shareholders, the text on page 39 of the Japanese version of the Business Report defining those who are covered by
the policy for determining the content of individual Remuneration, etc. of Directors will be changed from
“Directors” to “Directors (excluding Directors who are Audit and Supervisory Committee Members)” to make it
consistent with the content of the approved proposal.
This proposal is intended to fix a remuneration limit for Directors (excluding Directors who are Audit andSupervisory Committee Members) within a reasonable range, taking into consideration the economic situation, thesize of the Company, the number of Directors, the remuneration level of competitors, and similar factors. In
addition, as mentioned above, we plan to change the policy for determining the content of individual Remuneration,etc. for Directors, and we have determined that this proposal is necessary and appropriate in order to determine thecontent of individual Remuneration, etc. for Directors in line with the revised policy.
Subject to the approval and adoption of Proposal 2 “Partial Amendment to the Articles of Incorporation” andProposal 3 “Election of eight (8) Directors (excluding Directors who are Audit and Supervisory Committee
Members)” as originally proposed, the number of Directors (excluding Directors who are Audit and Supervisory
Committee Members) will be eight (including three Outside Directors).
This proposal shall take effect when Proposal 2, “Partial Amendment to the Articles of Incorporation,” comes into
effect.

- 22 -

Proposal 7:

Setting the amount of remuneration for Directors who are Audit and Supervisory Committee
Members

Subject to the approval and adoption of Proposal 2, “Partial Amendment to the Articles of Incorporation,” theCompany will transition to a company with an Audit and Supervisory Committee.
Accordingly, on the occasion of the transition to a company with an Audit and Supervisory Committee, taking into
account the duties and responsibilities of Directors who are Audit and Supervisory Committee Members, we
propose to limit the annual amount of remuneration for Directors who are Audit and Supervisory Committee
Members to 100 million yen or less, which is equal to the amount approved as remuneration for Audit &Supervisory Board Members by resolution of the 30th Ordinary General Meeting of Shareholders held on March
17, 1986.
This proposal is intended to fix a remuneration limit for Directors who are Audit and Supervisory Committee
Members within a reasonable range, taking into account the responsibilities of Directors who are Audit andSupervisory Committee Members and the level of remuneration of Directors (excluding Directors who are Audit
and Supervisory Committee Members), etc., and we have determined that the proposal is necessary and appropriate.
Subject to the approval and adoption of Proposal 2 “Partial Amendment to the Articles of Incorporation” andProposal 4 “Election of three (3) Directors who are Audit and Supervisory Committee Members” as originallyproposed, the number of Directors who are Audit and Supervisory Committee Members will be three.
This proposal shall take effect when Proposal 2, “Partial Amendment to the Articles of Incorporation,” comes into
effect.

- 23 -

Proposal 8:

Determination of remuneration for the granting of restricted shares to Directors (excluding
Directors who are Audit and Supervisory Committee Members and Outside Directors)

At the 62nd Ordinary General Meeting of Shareholders held on June 28, 2017, the Company received approval
for the introduction of a remuneration system for the grant of shares with transfer restrictions to Directors(excluding Outside Directors). However, subject to the approval and adoption of Proposal 2 “Partial Amendment to
the Articles of Incorporation” as originally proposed, the Company will transition to a company with an Audit andSupervisory Committee. In light of this transition, we again request shareholder approval of the payment of
remuneration in the form of a grant of shares with transfer restrictions to Directors (excluding Directors andOutside Directors who are Audit and Supervisory Committee Members, hereinafter referred to as “Subject
Directors”) after the transition to a company with an Audit and Supervisory Committee. The content of this system
for which approval is requested in this proposal is the same as the content approved at the 62nd Ordinary General
Meeting of Shareholders, except for the transfer restriction period.
Pursuant to this proposal, remuneration shall be paid in the form of monetary claims (“Monetary Remuneration
Claims”) to grant shares with transfer restrictions to the Eligible Directors, and the total amount shall be no morethan 90 million yen per year. The specific timing and allocation of such remuneration to the Eligible Directors shallbe determined by the Board of Directors.
The above remuneration amounts do not include employee salaries of Directors who concurrently serve as
employees.
Currently, there are eight Directors (including three Outside Directors). Subject to the approval and adoption of
Proposal 2 “Election of eight (8) Directors (excluding Directors who are Audit and Supervisory Committee
Members)” as originally proposed, the number of Eligible Directors will be five.
The content of this proposal shall become effective on condition that the amendments to the Articles ofIncorporation in Proposal 2 “Partial Amendment to the Articles of Incorporation” become effective.
1. Summary of the system
The Eligible Directors shall pay all of the Monetary Remuneration Claims to be provided pursuant to this
proposal in the form of property contributed in kind in accordance with the resolution of the Board of Directorsof the Company, and shall receive common shares of the Company that shall be issued or disposed of by theCompany. The total number of common shares of the Company to be issued or disposed of by the Company
shall be no more than 70,000 shares annually; provided, however, that, if a share split (including gratis
allocation of the Company’s common shares) or share consolidation of the Company’s common shares is
executed on or after the day of approval of this proposal or other grounds occur necessitating adjustment of thetotal number of the Company’s common shares issued or disposed of as shares with transfer restrictions, thetotal number of shares shall be adjusted to a reasonable extent.
The amount to be paid in per share shall be determined by the Board of Directors based on the closing price of
the Company’s common shares on the Tokyo Stock Exchange on the business day immediately before the dateof each resolution of the Board of Directors (if there is no closing price on such date, the closing price of theclosest preceding trading day) to the extent that the amount is not particularly beneficial to the Eligible
Directors who will receive the common shares. When issuing or disposing of the common shares of theCompany, an agreement on allotment of shares with transfer restrictions that includes the provisions
summarized below (the “Allotment Agreement”) shall be entered into between the Company and each Eligible
Director.
2. Summary of the Allotment Agreement(1) Restricted period
Eligible Directors may not transfer, create security interests in, or otherwise dispose of the commonshares of the Company allotted under the Allotment Agreement (the “Allotted Shares”) for a period of atleast three years and no more than five years determined in advance by the Board of Directors of theCompany (the “Restricted Period”). The restrictions described in the preceding sentence will hereinafter
be collectively referred to as the “transfer restrictions.”(2) Treatment on retirement from office
If an Eligible Director retires from the position of Director or Executive Officer not concurrently serving
as Director of the Company or any of its subsidiaries before expiration of the Restricted Period, the- 24 -

(3)

(4)

(5)

Company shall automatically acquire such Allotted Shares without contribution, except in the case of
expiration of term of office, death, or other grounds the Board of Directors of the Company deems
justifiable.
Lifting of transfer restrictions
Notwithstanding the provisions in (1) above, the Company shall lift the transfer restrictions on all of the
Allotted Shares upon expiration of the Restricted Period, on the condition that the Eligible Director has
remained in the position of Director or Executive Officer not concurrently serving as Director of theCompany or any of its subsidiaries throughout the Restricted Period. If an Eligible Director leaves the
position designated in (2) above before the expiration of the Restriction Period due to expiration of termof office, death, or other grounds the Board of Directors of the Company deems justifiable as specified in(2) above, the Company shall rationally adjust the number of the Allotted Shares on which the transfer
restrictions are to be lifted and the timing of lifting the transfer restrictions as needed.
Treatment during reorganization, etc.
Notwithstanding the provisions in (1) above, if, during the Restriction Period, matters relating to amerger agreement in which the Company is the disappearing company, a share exchange agreement orshare transfer plan in which the Company becomes a wholly owned subsidiary, or other reorganization,etc. are approved at the Company’s General Meeting of Shareholders (or a meeting of its Board of
Directors in cases where approval at the Company’s General Meeting of Shareholders is not required inrelation to the reorganization, etc.), the Company shall lift the transfer restrictions on the Allotted Shareswith the number of shares that is reasonably determined considering the period from the beginning of the
Restriction Period to the date of approval of the reorganization, etc., prior to the date on which thereorganization, etc. becomes effective, by resolution of the Board of Directors of the Company. In cases
provided above, the Company shall automatically acquire without contribution the Allotted Shares on
which the transfer restrictions have not been lifted as of the time immediately after the transfer
restrictions were lifted.
Other matters to be determined by the Board of Directors
Further to the above, the methods of expression of intent and notice under the Allotment Agreement, themethod of revision of the Allotment Agreement, and other matters to be determined by the Board of
Directors shall be specified in the Allotment Agreement.

3. Reasons why granting shares with transfer restrictions is reasonable
The Company will grant shares with transfer restrictions to Eligible Directors for the purpose of providing an
incentive for Directors to continuously increase the Company’s medium- to long-term results and its corporate
value and to enhance a management focus on shareholder interests through further promoting the sharing ofvalues between Directors and shareholders.
The amount assessed at market value as of the business day preceding the date of the resolution of the Board of
Directors concerning the allocation of the value of the shares with transfer restrictions shall be within the rangeof 90 million yen per year as described above. The ratio of the shares with transfer restrictions to the total
number of issued shares is 0.3%, and the dilution rate is insignificant.
The upper limit on the amount of remuneration in this proposal, the total number of common shares of theCompany to be issued or disposed of, and other conditions for granting shares with transfer restrictions to
Eligible Directors based on this proposal have been decided in consideration of the above purposes, ourbusiness conditions, and various other circumstances, and we have determined that they are reasonable.

- 25 -